UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 2728, 2026

NORWOOD FINANCIAL CORP

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

0-28364

23-2828306

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class

Trading symbol

Name of exchange on

which registered Common

Common Stock, $0.10 par value

NWFL

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition

On April 27, 2026, Norwood Financial Corp (the “Company”), the holding company for Wayne Bank, issued a press release in which it announced its earnings for the quarter ended March 31, 2026.

A copy of the press release announcing the results is included as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 7.01

Regulation FD Disclosure

On April 2728, 2026, ~~the~~Norwood ~~Company~~Financial ~~will~~Corp ~~host a call with respect to earnings for the quarter ended March 31, 2026 and will use and post an earnings presentation for the quarterly results of operations~~ (the “~~Earnings Presentation~~Company”)., ~~The~~the ~~Earnings~~holding ~~Presentation~~company isfor ~~included~~Wayne asBank, ~~Exhibit~~will ~~99.2~~utilize toa ~~this~~slideshow ~~Current~~at ~~Report~~its on2026 ~~Form~~Annual ~~8-K~~Meeting ~~and~~of ~~is incorporated herein by reference~~Stockholders.

~~The~~This ~~information~~slideshow discusses the Company’s financial performance and business strategies and is included inas Exhibit 99.1 to this Current Report ~~pursuant~~on toForm ~~this~~8-K ~~Item~~and ~~7.01~~ shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

ExhibitNo.		Description
99.1		~~Press~~Annual ~~Release~~Meeting Presentation, dated April 2728, 2026.
99.2		Norwood Financial Corp Earnings Presentation for the Quarter Ended March 31, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, hereunto duly authorized.

NORWOOD FINANCIAL CORP

~~NORWOOD FINANCIAL CORP~~

DATE: April 27, 2026

/s/ John M. McCaffery

DATE: April 28, 2026

/s/ John M. McCaffery

John M. McCaffery

Executive Vice President and Chief Executive Officer

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