decoded.report LIVE FROM SEC FILINGS
CASE FILE · OPENED JUST FOR YOU

NWFL

NORWOOD FINANCIAL CORP
LAST CLOSE… State Commercial Banks SHARES +17.7% · 12M
8
QUIET
RISK INDEX
SHARE PRINTING 8 = 8/100. WHY THIS NUMBER, PIECE BY PIECE.

THE READ The red-flag scanner came back clean this year; share count rose 18% over the past year.

FLAGS DILUTION CASH WHAT CHANGED VERDICT INSIDERS OUTSIDE RECORDS
01

Red Flags

2025-08-30 → 2026-08-30

We read every document this company filed with the SEC this year and counted the classic danger phrases. Where wording can be misleading, we open the actual documents and separate real warnings from accounting boilerplate. Each hit links to the exact document.

Dilution (at the market offering) 0 THIS YEAR · 14 ALL TIME

An ATM lets the company print and sell new shares into the market any day it wants. Every print dilutes your slice.

Reverse stock split 0 THIS YEAR · 2 ALL TIME

A reverse split shrinks the share count to lift the price above $1. Repeat reverse splits are the classic death-spiral signature.

Going concern doubt 0 THIS YEAR · 29 ALL TIME

Auditors flagged substantial doubt the company survives the next 12 months without new money.

Delisting / exchange risk SCAN UNAVAILABLE

The exchange has threatened to kick the stock off. Delisting pressure usually ends in a reverse split or a fire-sale raise.

SOURCE: FULL-TEXT SEARCH OF THE COMPANY'S OFFICIAL SEC FILINGS. "REAL WARNINGS" = WE OPENED THE LINKED DOCUMENTS AND FILTERED PHRASES WRAPPED IN NEGATIONS, RESOLUTION LANGUAGE OR STANDARD CONTRACT TERMS. "AT LEAST" = MORE DOCUMENTS CARRY THE PHRASE THIS YEAR THAN WE COULD OPEN AND READ.

02

The Printing Press

How many shares exist, over time, exactly as the company reported in its own filings. In microcaps, a rising share count is how holders pay for everything: salaries, debts, and bad deals. Sudden collapses in the line are reverse splits, marked below.

3,292,366 shares · 2011-08-05 10,902,074 shares · 2026-08-01 LAST 12M: +17.7% AVG/YEAR SINCE 2011: +8.3%

SOURCE: THE COMPANY'S OWN REPORTED SHARE COUNTS ACROSS 61 FILINGS, STRAIGHT FROM SEC RECORDS

CHECKING OFFICIAL SPLIT RECORDS…

What this means for YOUR shares

Type how many shares you hold. The math is plain division on the company's own reported counts.

03

Cash Countdown

Cash in the bank against how fast the company burns it. When this hits zero, the next stop is usually a desperate raise at bad terms, and existing holders pay through dilution.

$18.35M
CASH ON HAND
latest reported quarter
+5.6%
CASH CHANGE QoQ
latest two reported quarters
2017·32017·62017·92017·122018·32018·62018·92018·12
CASH OVER TIME, LAST 8 REPORTED QUARTERS $19.84M → $18.35M TREND: -7.5%

RUNWAY = CASH ON HAND ÷ MONTHLY CASH BURN. SIMPLE ARITHMETIC ON THE COMPANY'S OWN REPORTED NUMBERS, NOT A PROJECTION.

04

What the Newest Filing Changed

The latest filings, translated into holder impact. Every number cites its form, date and SEC link.

Shares outstanding +0.1%

Shares outstanding rose 10.89M to 10.90M (+0.1%) between 10-Q 2026-05-01 and 10-Q 2026-08-01.

NOW: 10,902,074 as of 2026-08-01 (10-Q, filed 2026-08-07)

WAS: 10,890,699 as of 2026-05-01 (10-Q, filed 2026-05-08)

Cash and equivalents +5.6%

Cash and equivalents rose $17.37M to $18.35M ($980K, +5.6%) between 10-Q 2018-09-30 and 10-K 2018-12-31.

NOW: $18.35M as of 2018-12-31 (10-K, filed 2019-03-14)

WAS: $17.37M as of 2018-09-30 (10-Q, filed 2018-11-08)

Total assets -0.3%

Total assets fell to $2.91B (from $2.92B, -0.3%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $2.91B as of 2026-06-30 (10-Q, filed 2026-08-07)

WAS: $2.92B as of 2026-03-31 (10-Q, filed 2026-05-08)

Total liabilities -0.6%

Total liabilities fell to $2.62B (from $2.63B, -0.6%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $2.62B as of 2026-06-30 (10-Q, filed 2026-08-07)

WAS: $2.63B as of 2026-03-31 (10-Q, filed 2026-05-08)

Revenue -7.6%

Revenue fell $2.28M to $2.10M (-7.6%) between the period ended 2026-03-31 and the period ended 2026-06-30 (10-Q).

NOW: $2.10M as of 2026-06-30 (10-Q, filed 2026-08-07)

WAS: $2.28M as of 2026-03-31 (10-Q, filed 2026-05-08)

Cash burn / runway

Operating cash flow was positive ($14.90M) over the period ended 2026-06-30; no cash deficit to burn.

NOW: $14.90M as of 2026-06-30 (10-Q, filed 2026-08-07)

!

Critical 8-K Ledger

OFFICIAL NOTICES · 24 MO

When something material happens, the company itself must announce it in an 8-K under the SEC's numbered item system. These are those announcements, newest first: bankruptcy papers, exchange delisting warnings, auditor changes, financials pulled back. Read straight from the SEC filing index, no interpretation layer.

2026-01-05 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-09-17 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-02-18 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗

SOURCE: THE ITEM NUMBERS THE COMPANY ITSELF PUT ON EACH 8-K IN THE SEC'S FILING INDEX. HOVER A STAMP FOR WHAT THAT ITEM MEANS FOR YOUR SHARES. OFFICIAL NOTICES INSIDE THE LAST 12 MONTHS ALSO FEED THE RISK INDEX ABOVE (CAPPED AT 15 POINTS).

2024·32024·62024·92025·32025·62025·92026·32026·6
QUARTERLY REVENUE, LAST 8 QUARTERS $1.71M → $2.10M TREND: +22.9%

EACH BAR IS ONE REPORTED QUARTER. GREEN = MOST RECENT QUARTER GREW VS THE ONE BEFORE.

!

Breaking Filing

8-K · 2026-08-28

An 8-K is the "something happened right now" filing. Here is what this one says, in the company's own words.

Item 8.01

This amount represents approximately 5.0% of the Company’s outstanding shares of common stock. A copy of the press release announcing the stock repurchase program is included as

READ THE ORIGINAL FILING

05

The Verdict

HOLD · HIGH CONFIDENCE

A rules-based reading of the cited filing facts: a range with reasons, never a prediction.

HOLD
SCREENING VERDICT
HIGH confidence
$25.31-$45.56
FAIR VALUE BRACKET
trailing earnings of $2.53/share at 10.0-18.0x
$34.15
LAST CLOSE
non-realtime

HOW THE BRACKET IS BUILT: TRAILING EARNINGS OF $2.53/SHARE AT 10.0-18.0X · BOOK EQUITY OF $26.57/SHARE AS A SUPPORT LEVEL · CASH FLOOR: $1.68/SHARE IN A WIND-DOWN.

BASIS FOR

+1

Share count is stable-ish (+0.1% change between the last two reported quarters).

+2

Revenue was roughly flat (-7.6% period over period).

+3

Fair-value range anchored to cited facts: $25.31 to $45.56 per share.

AGAINST

−1

The filings do not report usable cash and operating-burn figures, so runway could not be computed for this verdict.

METHOD: DETERMINISTIC RULES OVER CITED SEC FILING FACTS: SHARE-COUNT CHANGE BETWEEN THE LAST TWO REPORTED QUARTERS (DILUTION), CASH-TO-BURN RUNWAY FROM THE MOST RECENT OPERATING CASH FLOW, PERIOD-OVER-PERIOD REVENUE GROWTH, AND A FAIR-VALUE RANGE ANCHORED TO CASH PER SHARE VS PRICE. THRESHOLDS ARE TUNABLE IN APP/VERDICT_ENGINE.PY. NOT A PREDICTION.

06

Insider Paper Trail

GRANTS ONLY

Every time an officer, director or big owner trades shares, the law makes them file a Form 4 within two business days. We read the actual filings: who traded, what kind of trade, how big, at what price.

0
OPEN-MARKET BUYS
nobody is buying with their own cash
0
OPEN-MARKET SELLS
no open-market selling
10
GRANTS / AWARDS
409 new shares/options handed out: future dilution
DATEWHOACTION
2026-08-10 Andress Spencer J GRANT/AWARD 40 @ $34.02
2026-08-10 Carroll Joseph W GRANT/AWARD 40 @ $34.02
2026-08-10 FORTE ANDREW GRANT/AWARD 49 @ $34.02
2026-08-10 Gifford Jeffrey S GRANT/AWARD 40 @ $34.02
2026-08-10 Hungerford Meg L GRANT/AWARD 40 @ $34.02
2026-08-10 LAMONT KEVIN M GRANT/AWARD 40 @ $34.02
2026-08-10 Matergia Ralph A GRANT/AWARD 40 @ $34.02
2026-08-10 Nacinovich Marissa S GRANT/AWARD 40 @ $34.02
2026-08-10 Nolan Alexandra K GRANT/AWARD 40 @ $34.02
2026-08-10 PHILLIPS KENNETH A GRANT/AWARD 40 @ $34.02

NO OPEN-MARKET BUYS OR SELLS: JUST COMPENSATION PAPER. WATCH WHETHER THE GRANTS TURN INTO SALES ONCE THEY VEST. "10B5-1 PLAN" MEANS THE TRADE WAS SCHEDULED UNDER A PRE-SET TRADING PLAN, DISCLOSED IN THE FILING'S OWN FOOTNOTES: PRE-PLANNED SALES CARRY LESS SIGNAL THAN SPUR-OF-THE-MOMENT ONES. SOURCE: FORM 4 FILINGS, PARSED FROM THE SEC'S OWN XML, LAST 10 FILINGS.

07

Filing Timeline

The company's most recent SEC paperwork, newest first.

8-K 2026-08-28 0001013272-26-000018
144 2026-08-25 0001437749-26-028888
SCHEDULE 13G/A 2026-08-13 0000902219-26-000293
4 2026-08-11 0001193125-26-344883
4 2026-08-11 0001193125-26-344873
4 2026-08-11 0001193125-26-344866

SOURCE: THE COMPANY'S SEC FILING INDEX

08

Outside the Filings

Public records that most investors never check, cross-checked against what the company claims. This is where shells slip up.

waynebank.com
WEB ADDRESS ON RECORD
registered 1996-05-03 · via EnCirca, Inc.
30.3 YRS OLD
DOMAIN AGE
old and consistent with an operating company: a good sign
1
OFFICIAL OFFERING DOCS · 12M
last one 2025-10-28: shares were actually sold to the market
0
SHELF REGISTRATIONS · 12M
none filed: no dilution pipeline on record
0
BIG-OWNER TAKEOVER FILINGS · 12M
no outside investor has crossed the 5% disclosure line this year
PUBLIC FLOAT
shares actually tradable, vs held by insiders and big owners
SOLD SHORT
FINRA short interest: how many shares are bets against this company, and how many days of trading it would take to cover
CLEAR
US SANCTIONS SCREEN
company name checked against the official US sanctions list (19290 entries)
LEGAL IDENTITY (LEI)
every company that trades securities must carry a global legal identifier: status, parent chain and subsidiaries from the official registry
INSTITUTIONAL HOLDERS · 13F
quarterly institutional holdings filings scanned for this exact company name: which funds still report holding shares, from their own filings
SITE HISTORY
how long the company's website has been around, per the public web archive
CERT RECORD
public certificate logs date the company's web infrastructure: old and boring is good, brand-new is a tell
REGISTRANT HISTORY
old snapshots of public WHOIS pages: has the registered owner of this address changed hands
HOSTING + MAIL RECORDS
public DNS records: where the address is pointed and whether it can even receive mail

SOURCES: PUBLIC DOMAIN REGISTRATION RECORDS (FOUND IN THE COMPANY'S OWN FILING SIGNATURES) · THE COMPANY'S SEC FILING INDEX · OFFICIAL US SANCTIONS LIST · QUARTERLY 13F FILINGS VIA EDGAR FULL-TEXT SEARCH · LEGAL-IDENTITY, SITE-HISTORY, CERTIFICATE, REGISTRANT-HISTORY AND DNS SLOTS STREAM IN FROM FREE PUBLIC REGISTRIES WITHOUT BLOCKING THIS PAGE.

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09

Company Record

Legal nameNORWOOD FINANCIAL CORP
Fiscal year end1231
HQ717 MAIN ST, PO BOX 269, HONESDALE, PA
Last periodic report2026-08-07 (10-Q, 23d ago)
Shares outstanding10,902,074 as of 2026-08-01 (10-Q)

SOURCE: THE COMPANY'S SEC FILING INDEX

Next time NWFL files something scary, know within minutes.

One Telegram message per material filing: dilution, going concern, delisting, insider dumps. No account, no email. Every line cites its SEC source. Leave anytime with /unwatch.

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