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, Pa., April 27, 2026 (GLOBE NEWSWIRE) — 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						Average		Average						Average		Average						Average
	Balance			Interest			Rate		Balance			Interest			Rate		Balance			Interest			Rate
	(2)			(1)			(3)		(2)			(1)			(3)		(2)			(1)			(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 Ended				Three Months Ended				Three Months 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 Ended				Three Months Ended				Three Months 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 Ended				Three Months Ended				Three Months 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