Transaction Overview

December 18, 2024 – Norwood Financial Corp (NASDAQ: NWFL) (“Norwood” or the “Company”) announced yesterday the pricing of a public offering of 1,000,000 shares of its common stock, $0.10 par value (the “Common Stock”), at a public offering price of $26.00 per share, for aggregate gross proceeds of approximately $26 million.

In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 150,000 shares of common stock (the “over-allotment option”) at the public offering price, less underwriting discounts. If the over-allotment option is exercised in full by the underwriters, the aggregate gross proceeds to the Company would be approximately $30 million. The Company expects to close the offering, subject to customary conditions, on or about December 19, 2024.

Norwood expects to use the net proceeds from this offering for investment into its bank subsidiary to support its capital ratios in connection with the repositioning of a substantial portion of the Company’s available-for-sale debt securities portfolio, and for general corporate purposes, repurchase of the Company’s common stock and support acquisitions of other institutions or branches if opportunities for such transactions become available.

Janney Montgomery Scott LLC acted as joint book-running manager for the offering.

About Norwood Financial Corp

Norwood Financial Corp is the parent company of Wayne Bank, which operates from fourteen offices throughout Northeastern Pennsylvania and fifteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.