Norwood Financial Corp (NASDAQ Global Market: NWFL) (“Norwood”), the holding company for Wayne Bank, announced today that it had completed its acquisition of PB Bankshares, Inc. (“PB Bankshares”) and its wholly-owned subsidiary, Presence Bank effective as of January 5, 2026. Presence Bank has been merged into Wayne Bank. At their election, PB Bankshares shareholders are receiving either $19.75 in cash or 0.7850 shares of Norwood common stock for each share of PB Bankshares common stock held subject to the allocation and proration procedures set forth in the Merger Agreement. In lieu of fractional shares of Norwood common stock, PB Bankshares shareholders will receive cash at the rate of approximately $29.08 per share of Norwood common stock. PB Bankshares’ shareholders who have not previously surrendered their share certificates will receive information shortly on how to exchange their shares for the merger consideration to which they are entitled.
Approximately 87% of PB Bankshares shares outstanding elected to receive Norwood common stock, approximately 1% elected to receive cash, and approximately 12% submitted elections expressing no preference as to the form of merger consideration, or did not make, or failed to submit, a valid election. Based on this information, PB Bankshares shareholders who made valid elections to receive the cash consideration will receive the cash consideration for all of their shares subject to such election, and PB Bankshares’ shareholders who made valid elections to receive the stock consideration will receive stock consideration for approximately 92% of their shares subject to such election, with the balance of such elections being satisfied with the cash consideration. PB Bankshares shareholders who expressed no preference as to the form of merger consideration to be received or did not make a valid election will receive the cash consideration for all of their shares.
Effective upon completion of the merger, Joseph W. Carroll and Spencer J. Andress, each former directors of PB Bankshares and Presence Bank, were appointed to the boards of directors of Norwood and Wayne Bank.
Janak M. Amin, President and Chief Executive Officer of PB Bankshares and Presence Bank, will join the Norwood team as Executive Vice President and Chief Operating Officer of Norwood and Wayne Bank. In addition, Larry W. Witt, Executive Vice President and Chief Information Officer of PB Bankshares, will join with Norwood as Executive Vice President and Chief Information Officer of Norwood and Wayne Bank, and Douglas L. Byers, Executive Vice President and Chief Banking Officer of PB Bankshares, will join Norwood as Executive Vice President and Market President, Central Pennsylvania, of Norwood and Wayne Bank.
As a result of the merger, Norwood will extend its footprint into Chester and Lancaster Counties in Pennsylvania. The combined company will have approximately $2.9 billion in assets and 33 office locations. At September 30, 2025, PB Bankshares had total assets of $456.4 million, deposits of $355.0 million and shareholders’ equity of $51.3 million.
Norwood’s President and CEO, James O. Donnelly, said “We are pleased to welcome PB Bankshares’ shareholders, customers and employees to our Norwood family. We expect this combination will allow us to offer expanded products and services to the communities in our combined market areas. PB Bankshares’ focus on community and relationship banking aligns well with Norwood’s similarly oriented culture, as we all work together to embody ‘Every Day Better’, creating value for all.”
“We will be able to provide more products and services to our customers given Wayne Bank’s strength in retail banking. In addition, Wayne Bank’s larger capital base will allow us to take better care of commercial customers with growing needs and the increased lending limit will allow us to retain and attract more customers.” stated Janak M. Amin, President and Chief Executive Officer of PB Bankshares.
Impact of the PB Bankshares / Presence Bank Acquisition
Strategic growth & scale
The acquisition expands Norwood’s asset base to nearly $3 billion and increases branch count and deposit footprint in Chester, Lancaster, and Central Pennsylvania.
This boosts Norwood’s market presence and diversifies its geographic and product exposure beyond its traditional northeastern Pennsylvania base.
Integration & leadership effects
Key PB Bankshares executives joined Norwood leadership, which can smooth integration and growth execution often a critical success factor in bank mergers.
Dividend Strength & Capital Return
Norwood is raising its quarterly dividend to $0.32 per share, reflecting confidence in capital and earnings stability.
A dependable, rising dividend adds appeal for income-oriented investors, particularly in a higher-rate banking environment.
Overall Takeaway & Positive factors
Acquisition expands scale and market footprint.
Expected earnings accretion over time.
Strong dividend yield and stable capital position.
Strategically aligns Norwood in more dynamic Pennsylvania markets.
