Norwood Financial Corp Acquires PB Bankshares in Strategic Expansion

Norwood Financial Corp has acquired PB Bankshares, Inc. in a strategic move to expand its presence in Pennsylvania. The boards of both companies have approved the agreement, which will see Presence merge with and into Norwood Financial. The acquisition is expected to enhance Norwood Financial's position in the region and provide increased opportunities for growth.

Norwood Financial Corp (NASDAQ: NWFL), a leading community bank in Pennsylvania, has announced a significant strategic move to expand its footprint in the state. The company has agreed to acquire PB Bankshares, Inc. (NASDAQ: PBBK), which will merge with Norwood Financial. This acquisition aims to enhance Norwood Financial's position in Pennsylvania and open up new growth opportunities.

The merger, approved by the boards of both companies, will see Presence Bank, a subsidiary of PB Bankshares, Inc., merge into Wayne Bank, a subsidiary of Norwood Financial. This strategic combination will create a new entity with approximately $3.0 billion in assets, operating in Northeastern, Central, and Southeastern Pennsylvania. The merger will provide Norwood Financial with a stronger presence in higher-growth markets in Central and Southeastern Pennsylvania, while enhancing Presence Bank's capacity to provide exceptional service and solutions to its existing customers.

The transaction is expected to be approximately 10% accretive to earnings per share in 2026, while resulting in 4.2% tangible book value dilution as of the closing date and a tangible book value earn back of 2.5 years. The purchase price reflects a multiple of 106.6% of Presence’s March 31, 2025, tangible book value and a 2.3% core deposit premium.

Norwood Financial's President and CEO, James O. Donnelly, expressed his enthusiasm for the merger, stating, "Presence is a growing and respected institution located within the most demographically attractive markets in Pennsylvania. Joining these institutions provides Wayne Bank with the opportunity to deepen Presence Bank’s relationships with its customers, given our broader product mix and larger balance sheet." Janak M. Amin, President and CEO of Presence, will join Wayne Bank as Executive Vice President and Chief Operating Officer upon the closing of the transaction.

The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval. It is expected to close in the late fourth quarter of 2025 or early first quarter of 2026. Janney Montgomery Scott LLC, Stephens Inc., Jones Walker LLP, and Meeks Butera & Israel PLLC are serving as financial and legal advisors to Norwood Financial, while Barley Snyder LLP is serving as legal counsel to Presence.

This acquisition is a strategic step for Norwood Financial, positioning it to better serve its customers and expand its market share in Pennsylvania.

References:
[1] https://www.marketscreener.com/quote/stock/NORWOOD-FINANCIAL-CORP-10291/news/Norwood-Financial-Corp-Extends-its-Pennsylvania-Presence-with-Strategic-Acquisition-of-PB-Bankshares-50450733/