EX-99.1

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Norwood Financial Corp announces First Quarter Financial Results

Quarterly Highlights:

•

Successfully closed acquisition of Presence Bancshares.

•

Completed core system conversion April 13, 2026.

•

Total assets $2.9 billion.

•

Record Net Interest Income of $24.6 million.

•

Tangible Book Value per share $22.43.

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

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


(dollars in thousands, except per share data)	Year-Over Year									Linked Quarter
	3 Months Ended									3 Months Ended
	Mar-26			Mar-25			Change			Dec-25			Change
Net interest income	$	24,554		$	17,857		$	6,697		$	20,944		$	3,610
Net interest spread (fte) ¹		3.04	%		2.61	%		43 bps			2.93	%		11 bp
Net interest margin (fte) ¹		3.68	%		3.30	%		38 bps			3.60	%		8 bps
Pre Provision Net Revenue (PPNR) ¹	$	6,279		$	8,144		$	(1,865	)	$	9,836		$	(3,557	)
Net income (loss)	$	3,730		$	5,773		$	(2,043	)	$	7,442		$	(3,712	)
Diluted earnings per share	$	0.35		$	0.63		$	(0.28	)	$	0.81		$	(0.46	)
Return on average assets		0.53	%		1.01	%		-48 bps			1.21	%		-68 bps
Return on average tangible equity		6.04	%		12.40	%		-636 bps			14.01	%		-797 bps

1 - Non GAAP ratio. See Non-GAAP Reconciliation

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


(dollars in thousands, except per share data)	Year-Over Year								Linked Quarter
	3 Months Ended								3 Months Ended
	Mar-26			Mar-25			Change		Dec-25			Change
Pre Provision Net Revenue (PPNR)	$	11,445		$	8,144		$	3,301	$	10,356		$	1,089
Net income (loss)	$	7,811		$	5,773		$	2,038	$	7,853		$	(42	)
Diluted earnings per share	$	0.72		$	0.63		$	0.09	$	0.85		$	(0.13	)
Return on average assets		1.10	%		1.01	%		9 bps		1.28	%		-18 bps
Return on average tangible equity		12.65	%		12.40	%		25 bps		14.78	%		-213 bps

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

Discussion of Merger and Purchase Accounting Impacts

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

•

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

•

Loans - $356 million

•

Investments - $20.8 million.

•

Deposits - $358 million

•

Borrowings - $42 million

•

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

•

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

•

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

•

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

•

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

•

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

About Norwood Financial Corp

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

Forward-Looking Statements

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

Non-GAAP Measures

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

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

Contact: John M. McCaffery

Executive Vice President &

Chief Financial Officer

NORWOOD FINANCIAL CORP

272-304-3003

www.waynebank.com

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets

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

(unaudited)


	March 31
	2026			2025
ASSETS
Cash and due from banks	$	25,480		$	31,729
Interest-bearing deposits with banks		75,258			43,678
Fed funds sold		1,835			0

Cash and cash equivalents		102,573			75,407
Securities available for sale		431,204			408,742
Loans receivable		2,238,657			1,771,269
Less: Allowance for credit losses		24,350			20,442

Net loans receivable		2,214,307			1,750,827
Regulatory stock, at cost		7,161			7,616
Bank premises and equipment, net		25,299			20,273
Bank owned life insurance		55,078			46,914
Foreclosed real estate owned		771			—
Accrued interest receivable		10,815			8,587
Deferred tax assets, net		19,728			17,859
Goodwill		36,375			29,266
Other intangible assets		3,318			136
Other assets		10,625			10,417

TOTAL ASSETS	$	2,917,254		$	2,376,044

LIABILITIES
Deposits:
Non-interest bearing demand	$	470,706		$	391,377
Interest-bearing		2,035,992			1,613,071

Total deposits		2,506,698			2,004,448
Other borrowings		88,268			118,590
Accrued interest payable		9,692			13,864
Other liabilities		28,658			18,435

TOTAL LIABILITIES		2,633,316			2,155,337
STOCKHOLDERS’ EQUITY
Preferred Stock, no par value per share, authorized 5,000,000 shares		—			—
Common Stock, $.10 par value per share, authorized: 20,000,000 shares, issued: 2025: 11,181,491 shares, 2024: 9,489,398 shares		1,118			949
Surplus		174,078			126,785
Retained earnings		140,843			127,865
Treasury stock, at cost: 2025: 291,325 shares, 2024: 229,979 shares		(7,970	)		(6,208	)
Accumulated other comprehensive loss		(24,131	)		(28,684	)

TOTAL STOCKHOLDERS’ EQUITY		283,938			220,707

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,917,254		$	2,376,044

NORWOOD FINANCIAL CORP

Consolidated Statements of Income

(dollars in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2026		2025
INTEREST INCOME
Loans receivable, including fees	$	33,873	$	25,988
Securities		4,110		3,870
Other		400		226

Total Interest income		38,383		30,084
INTEREST EXPENSE
Deposits		12,787		10,748
Short-term borrowings		60		458
Other borrowings		982		1,021

Total Interest expense		13,829		12,227

NET INTEREST INCOME		24,554		17,857
PROVISION FOR CREDIT LOSSES	$	1,459	$	857

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		23,095		17,000
OTHER INCOME
Service charges and fees		1,755		1,513
Income from fiduciary activities		238		325
Gains on sales of loans, net		76		47
Earnings and proceeds on life insurance policies		314		286
Other		332		180

Total other income		2,715		2,351
OTHER EXPENSES
Salaries and employee benefits		8,549		6,472
Occupancy, furniture and equipment		1,725		1,378
Data processing and related operations		1,435		1,085
Taxes, other than income		202		192
Professional fees		826		659
FDIC Insurance assessment		507		406
Foreclosed real estate		36		4
Amortization of intangibles		165		15
Merger		4,941		0
Other		2,604		1,853

Total other expenses		20,990		12,064
INCOME BEFORE TAX EXPENSE		4,820		7,287
INCOME TAX EXPENSE		1,090		1,514

NET INCOME	$	3,730	$	5,773

Basic earnings per share	$	0.35	$	0.63

Diluted earnings per share	$	0.35	$	0.63

NORWOOD FINANCIAL CORP

NET INTEREST MARGIN ANALYSIS

(dollars in thousands)


	For the Quarter Ended
	March 31, 2026									December 31, 2025									March 31, 2025
	Average Balance (2)			Interest (1)			Average Rate (3)			Average Balance (2)			Interest (1)			Average Rate (3)			Average Balance (2)			Interest (1)			Average Rate (3)
Assets
Interest-earning assets:
Fed funds sold	$	933			11			4.78	%	$								%	$								%
Interest-bearing deposits with banks		72,896		$	389			2.16			46,766		$	474			4.02			20,802		$	226			4.41
Securities available for sale:
Taxable		415,567			3,859			3.77			400,094			3,656			3.63			408,427			3,623			3.60
Tax-exempt (1)		44,634			318			2.89			44,700			316			2.80			44,242			312			2.86

Total securities available for sale (1)		460,201			4,177			3.68			444,794			3,972			3.54			452,669			3,935			3.53
Loans receivable (1) (4) (5)		2,195,033			33,999			6.28			1,835,902			28,786			6.22			1,743,572			26,120			6.08

Total interest-earning assets		2,729,063			38,576			5.73			2,327,462			33,232			5.66			2,217,043			30,281			5.54
Non-interest earning assets:
Cash and due from banks		30,663									31,388									28,705
Allowance for credit losses		(23,391	)								(20,070	)								(20,154	)
Other assets		131,739									102,792									93,131

Total non-interest earning assets		139,011									114,110									101,682

Total Assets	$	2,868,074								$	2,441,572								$	2,318,725

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	723,966		$	3,462			1.94		$	640,265		$	3,324			2.06		$	546,884		$	2,801			2.08
Savings		218,829			137			0.25			198,463			106			0.21			211,905			142			0.27
Time		1,040,656			9,188			3.58			848,216			7,904			3.70			793,803			7,805			3.99

Total interest-bearing deposits		1,983,451			12,787			2.61			1,686,944			11,334			2.67			1,552,592			10,748			2.81
Short-term borrowings		6,358			60			3.83			2,461			25			4.03			44,297			458			4.19
Other borrowings		95,152			982			4.19			68,025			743			4.33			93,549			1,021			4.43

Total interest-bearing liabilities		2,084,961			13,829			2.69			1,757,430			12,102			2.73			1,690,438			12,227			2.93
Non-interest bearing liabilities:
Demand deposits		458,126									413,238									380,544
Other liabilities		35,188									30,781									29,549

Total non-interest bearing liabilities		493,314									444,019									410,093
Stockholders’ equity		289,799									240,123									218,194

Total Liabilities and Stockholders’ Equity	$	2,868,074								$	2,441,572								$	2,318,725

Net interest income/spread (tax equivalent basis)					24,747			3.04	%					21,130			2.93	%					18,054			2.61	%
Tax-equivalent basis adjustment					(193	)								(186	)								(197	)

Net interest income				$	24,554								$	20,944								$	17,857

Net interest margin (tax equivalent basis)								3.68	%								3.60	%								3.30	%

(1)	Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.

(2)	Average balances have been calculated based on daily balances.

(3)	Annualized

(4)	Loan balances include non-accrual loans and are net of unearned income.

(5)	Loan yields include the effect of amortization of deferred fees, net of costs.

NORWOOD FINANCIAL CORP

Financial Highlights (Unaudited)

(dollars in thousands, except per share data)


For the Three Months Ended March 31	2026			2025
Net interest income	$	24,554		$	17,857
Net income		3,730			5,773
Net interest spread (fully taxable equivalent)		3.04	%		2.61	%
Net interest margin (fully taxable equivalent)		3.68	%		3.30	%
Return on average assets		0.53	%		1.01	%
Return on average equity		5.22	%		10.73	%
Return on average tangible equity		6.04	%		12.40	%
Basic earnings per share	$	0.35		$	0.63
Diluted earnings per share	$	0.35		$	0.63

As of March 31	2026			2025
Total assets	$	2,917,254		$	2,376,044
Total loans receivable		2,238,657			1,771,269
Allowance for credit losses		24,350			20,442
Total deposits		2,506,698			2,004,448
Stockholders’ equity		283,938			220,707
Trust assets under management		213,318			198,761
Book value per share	$	26.07		$	23.84
Tangible book value per share	$	22.43		$	20.66
Equity to total assets		9.73	%		9.29	%
Allowance to total loans receivable		1.09	%		1.15	%
Nonperforming loans to total loans		0.46	%		0.45	%
Nonperforming assets to total assets		0.38	%		0.33	%

NORWOOD FINANCIAL CORP

Consolidated Balance Sheets (unaudited)

(dollars in thousands)


	March 31			December 31			September 30			June 30			March 31
	2026			2025			2025			2025			2025
ASSETS
Cash and due from banks	$	25,480		$	32,118		$	50,348		$	32,052		$	31,729
Interest-bearing deposits with banks		75,258			12,318			24,382			20,993			43,678
Fed Funds Sold		1,835

Cash and cash equivalents		102,573			44,436			74,730			53,045			75,407
Securities available for sale		431,204			408,782			403,989			402,460			408,742
Loans receivable		2,238,657			1,853,422			1,814,682			1,790,574			1,771,269
Less: Allowance for credit losses		24,350			19,882			19,911			20,908			20,442

Net loans receivable		2,214,307			1,833,540			1,794,771			1,769,666			1,750,827
Regulatory stock, at cost		7,161			6,623			6,163			7,538			7,616
Bank owned life insurance		55,078			46,089			45,821			46,099			46,914
Bank premises and equipment, net		25,299			22,971			22,292			21,608			20,273
Foreclosed real estate owned		771			771			—			—			—
Goodwill and other intangibles		39,693			29,364			29,375			29,387			29,402
Other assets		41,168			32,266			34,810			35,547			36,863

TOTAL ASSETS	$	2,917,254		$	2,424,842		$	2,411,951		$	2,365,350		$	2,376,044

LIABILITIES
Deposits:
Non-interest bearing demand	$	470,706		$	419,597		$	424,027		$	406,358		$	391,377
Interest-bearing deposits		2,035,992			1,659,048			1,649,941			1,591,476			1,613,071

Total deposits		2,506,698			2,078,645			2,073,968			1,997,834			2,004,448
Borrowings		88,268			74,133			72,071			111,850			118,590
Other liabilities		38,350			29,907			31,007			30,241			32,299

TOTAL LIABILITIES		2,633,316			2,182,685			2,177,046			2,139,925			2,155,337
STOCKHOLDERS’ EQUITY		283,938			242,157			234,905			225,425			220,707

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,917,254		$	2,424,842		$	2,411,951		$	2,365,350		$	2,376,044


NORWOOD FINANCIAL CORP
Consolidated Statements of Income (unaudited)
(dollars in thousands, except per share data)
	March 31			December 31			September 30			June 30			March 31
Three months ended	2026			2025			2025			2025			2025
INTEREST INCOME
Loans receivable, including fees	$	33,873		$	28,666		$	28,141		$	27,115		$	25,988
Securities		4,110			3,906			3,907			3,871			3,870
Other		400			474			144			220			226

Total interest income		38,383			33,046			32,192			31,206			30,084
INTEREST EXPENSE
Deposits		12,787			11,334			10,730			10,869			10,748
Borrowings		1,042			768			1,004			1,272			1,479

Total interest expense		13,829			12,102			11,734			12,141			12,227

NET INTEREST INCOME		24,554			20,944			20,458			19,065			17,857
PROVISION FOR (RELEASE OF) CREDIT LOSSES		1,459			468			(502	)		950			857

NET INTEREST INCOME AFTER (RELEASE OF) PROVISION FOR CREDIT LOSSES		23,095			20,476			20,960			18,115			17,000
OTHER INCOME
Service charges and fees		1,755			1,734			1,660			1,514			1,513
Income from fiduciary activities		238			228			254			226			325
Net realized (losses) gains on sales of securities		—			—			—			—			—
Gains on sales of loans, net		76			83			130			65			47
Gains on sales of foreclosed real estate owned		—			—			—			—			—
Earnings and proceeds on life insurance policies		314			268			268			266			286
Other		332			198			193			177			180

Total other income		2,715			2,511			2,505			2,248			2,351
OTHER EXPENSES
Salaries and employee benefits		8,549			7,155			6,696			6,605			6,472
Occupancy, furniture and equipment, net		1,725			1,390			1,361			2,538			1,378
Foreclosed real estate		36			—			1			137			4
FDIC insurance assessment		507			423			368			355			406
Other		10,173			4,651			4,508			2,896			3,804

Total other expenses		20,990			13,619			12,934			12,531			12,064
INCOME BEFORE TAX EXPENSE		4,820			9,368			10,531			7,832			7,287
INCOME TAX EXPENSE		1,090			1,926			2,197			1,627			1,514

NET INCOME	$	3,730		$	7,442		$	8,334		$	6,205		$	5,773

Basic earnings per share	$	0.35		$	0.81		$	0.89		$	0.67		$	0.63

Diluted earnings per share	$	0.35		$	0.81		$	0.89		$	0.67		$	0.63

Book Value per share	$	26.07		$	26.06		$	25.36		$	24.34		$	23.84
Tangible Book Value per share		22.43			22.90			22.19			21.17			20.66
Return on average assets (annualized)		0.53	%		1.21	%		1.40	%		1.06	%		1.01	%
Return on average equity (annualized)		5.22	%		12.30	%		14.58	%		11.14	%		10.73	%
Return on average tangible equity (annualized)		6.04	%		14.01	%		16.76	%		12.83	%		12.40	%
Net interest spread (fte)		3.04	%		2.93	%		2.94	%		2.75	%		2.61	%
Net interest margin (fte)		3.68	%		3.60	%		3.63	%		3.43	%		3.30	%
Allowance for credit losses to total loans		1.09	%		1.07	%		1.10	%		1.17	%		1.15	%
Net charge-offs to average loans (annualized)		0.09	%		0.13	%		0.13	%		0.08	%		0.07	%
Nonperforming loans to total loans		0.46	%		0.34	%		0.36	%		0.45	%		0.45	%
Nonperforming assets to total assets		0.38	%		0.29	%		0.31	%		0.34	%		0.33	%

NORWOOD FINANCIAL CORP

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

Adjusted Return on Average Assets

(Dollars in thousands)


	Three Months			Three Months			Three Months
	Ended			Ended			Ended
	March 31,			December 31,			March 31,
	2025			2025			2026
Net income	$	5,773		$	7,442			3,730
Average assets		2,318,725			2,441,572			2,868,074
Return on average assets (annualized)		1.01	%		1.21	%		0.53	%
Net income		5,773			7,442			3,730
Merger-related expenses		0			520			4,941
Boli restructuring fee		0			0			225
Tax effect at 21%		0			(109	)		(1,085	)

Adjusted Net Income (Non-GAAP)		5,773			7,853			7,811
Average assets		2,318,725			2,441,572			2,868,074
Adjusted return on average assets (annualized) (Non-GAAP)		1.01	%		1.28	%		1.10	%

Adjusted Return on Average Tangible Shareholders’ Equity
(Dollars in thousands)
	Three Months			Three Months			Three Months
	Ended			Ended			Ended
	March 31,			December 31,			March 31,
	2025			2025			2026
Net income	$	5,773		$	7,442			3,730
Average shareholders’ equity		218,194			240,123			289,799
Average intangible assets		(29,424	)		(29,369	)		(39,334	)

Average tangible shareholders’ equity		188,770			210,754			250,465
Return on average tangible shareholders’ equity (annualized)		12.40	%		14.01	%		6.04	%
Net income		5,773			7,442			3,730
Merger-related expenses		0			520			4,941
Boli restructuring fee		0			0			225
Tax effect at 21%		0			(109	)		(1,085	)

Adjusted Net Income (Non-GAAP)		5,773			7,853			7,811
Average tangible shareholders’ equity		188,770			210,754			250,465
Adjusted return on average shareholders’ equity (annualized) (Non-GAAP)		12.40	%		14.78	%		12.65	%

Adjusted Earnings Per Share
(Dollars in thousands)
	Three Months			Three Months			Three Months
	Ended			Ended			Ended
	March 31,			December 31,			March 31,
	2025			2025			2026
GAAP-Based Earnings Per Share, Basic	$	0.63		$	0.81		$	0.35
GAAP-Based Earnings Per Share, Diluted	$	0.63		$	0.81		$	0.35
Net Income		5,773			7,442			3,730
Merger-related expenses		0			520			4,941
Boli restructuring fee		0			0			225
Tax effect at 21%		0			(109	)		(1,085	)

Adjusted Net Income (Non-GAAP)		5,773			7,853			7,811
Adjusted Earnings per Share, Basic (Non-GAAP)	$	0.63		$	0.85		$	0.73
Adjusted Earnings per Share, Diluted (Non-GAAP)	$	0.63		$	0.85		$	0.72

Tangible Book Value
(Dollars in thousands)
	December 31,			March 31,
	2025			2026
Total shareholders’ equity		242,157			283,938
Adjustments:
Goodwill		(29,266	)		(36,375	)
Other intangible assets		(98	)		(3,319	)

Tangible common equity (Non-GAAP)		212,793			244,244
Common shares outstanding		9,293,858			10,890,166
Book value per common share		26.06			26.07
Tangible book value per common share (Non-GAAP)		22.90			22.43

NORWOOD FINANCIAL CORP

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

Pre Provision Net Revenue

(Dollars in thousands)


	Three Months Ended March 31,
	2026		2025
Income before tax expense (GAAP)	$	4,820	$	7,287
Provision for credit losses		1,459		857

Pre provision net revenue (PPNR) (Non-GAAP)		6,279		8,144
Merger-related expenses		4,941		0
BOLI restructuring fee		225		0

PPNR adjusted for one time expenses (Non-GAAP)		11,445		8,144

	Three Months Ended December 31, 2025
Income before tax expense (GAAP)	$	9,368
Provision for credit losses		468

Pre provision net revenue (PPNR) (Non-GAAP)		9,836
Merger-related expenses		520

PPNR adjusted for one time expenses (Non-GAAP)		10,356