Announcement • Jan 05

Norwood Financial Corp. (NasdaqGM:NWFL) completed the acquisition of PB Bankshares, Inc. (NasdaqCM:PBBK).

Norwood Financial Corp. (NasdaqGM:NWFL) executed indication of interest to acquire PB Bankshares, Inc. (NasdaqCM:PBBK) on May 20, 2025. Norwood Financial Corp. entered into an agreement to acquire PB Bankshares, Inc. for $52.8 million on July 7, 2025. Under the terms of the merger agreement, 80% of Presence’s common shares will be converted into Norwood Financial common stock while the remaining 20% will be exchanged for cash. Presence’s shareholders will have the option to elect to receive either 0.7850 shares of Norwood Financial common stock or $19.75 in cash for each common share of Presence they own. The election is subject to proration to ensure that, in the aggregate, 80% of the transaction consideration will be paid in the form of Norwood Financial common stock. All options to purchase Presence’s common stock will be cashed out upon completion of the merger. The Merger Agreement also provides that PBB will be obligated to pay a termination fee of $2.4 million to Norwood if the Merger Agreement (i) is terminated by Norwood in the circumstances described in the preceding sentence or (ii) (A) if an acquisition proposal relating to PBB is publicly announced, (B) the Merger Agreement is terminated by Norwood either because PBB’s fails to call its shareholder meeting or PBB’s Board either fails to recommend adoption of the Merger Agreement to its shareholders or withdraws or fail to approve the Merger Agreement or modifies or qualifies such recommendation in a manner adverse to Norwood and (C) PBB enters into a definitive agreement with respect to or consummates an acquisition proposal within 12 months of termination of the Merger Agreement. The parties have agreed that two non-employee Presence Bank board members will be joining the Norwood Financial and Wayne Bank boards, with one member joining for a term of two years and the other joining for three years. Concurrent with the entering into of the Agreement, Presence President and CEO, Janak M. Amin, entered into an Employment Agreement and a Non-Competition and Non-Solicitation agreement with Norwood Financial and Wayne Bank. In addition, selected Presence executives are expected to continue employment with Norwood Financial moving forward. Both companies’ boards of directors have unanimously approved and the merger is subject to the satisfaction of customary closing conditions, including receipt of customary regulatory approvals, the shares of Norwood common stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance, CSB Investments, a wholly-owned subsidiary of Presence Bank, shall have been liquidated or merged with and into Presence Bank and approval by Presence’s shareholders the recommendation by the board of directors of PBB in favor of the approval by PBB’s shareholders of the Merger Agreement and certain related matters, non-solicitation obligations relating to alternative business combination transactions, effectiveness of the registration statement with the Securities and Exchange Commission (“ SEC ”) for the Norwood Common Stock to be issued as consideration in the Merger. PB Bankshares’s obligation to consummate the merger is also conditioned upon the delivery by Norwood to the exchange agent of the cash consideration and stock consideration. It is expected that the transaction will close in either 4th quarter of 2025 or early 1st quarter of 2026. The merger 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. As of October 28, 2025, the transaction is expected to be completed in the fourth calendar quarter of 2025 or the first quarter of 2026. Janney Montgomery Scott LLC is serving as financial advisor and rendered a fairness opinion to Norwood Financial and Jones Walker LLP, Washington, DC, and Meeks Butera & Israel PLLC are serving as Norwood Financial’s legal counsel. Stephens Inc. is serving as financial advisor and rendered a fairness opinion to Presence. Stephens is serving as financial adviser to PB Bankshares in connection with the proposed merger and is entitled to receive from PB Bankshares reimbursement of its expenses and a fee in the amount of 1.30% of the aggregate transaction consideration received by PB Bankshares or its common stockholders at the closing of the proposed merger for Stephens’ services as financial advisor to PB Bankshares, a significant portion of which is contingent upon the consummation of the proposed merger. Stephens also received a fee in the amount of $100,000 from PB Bankshares upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the proposed merger. Barley Snyder LLP is serving as Presence’s legal counsel. Continental Stock Transfer & Trust Company acted as transfer agent for PB Bankshares. The Laurel Hill Advisory Group acted as information agent to PB Bankshares and will receive a fee of $7,000, plus certain incremental costs for its solicitation services. Computershare acted as transfer agent and registrar for Norwood. Norwood Financial Corp. (NasdaqGM:NWFL) completed the acquisition of PB Bankshares, Inc. (NasdaqCM:PBBK) on January 5, 2026. 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. 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.

Banks Industry Growth	11.18%
Revenue growth rate	14.16%
Return on equity	4.50%
Net Margin	16.62%
Last Earnings Update	30 Sep 2025

Date	Revenue	Earnings	G+A Expenses
30 Sep 25	14	2	9
30 Jun 25	13	2	9
31 Mar 25	13	2	9
31 Dec 24	12	2	9
30 Sep 24	12	2	9
30 Jun 24	12	2	8
31 Mar 24	12	2	8
31 Dec 23	12	2	8
30 Sep 23	13	3	8
30 Jun 23	13	3	8
31 Mar 23	12	2	8
31 Dec 22	11	2	7
30 Sep 22	10	1	7
30 Jun 22	9	1	7
31 Mar 22	9	1	7
31 Dec 21	8	1	6
30 Sep 21	8	0	7
30 Jun 21	7	0	7
31 Mar 21	7	0	6
31 Dec 20	7	0	6
31 Dec 19	7	1	5

Data	Last Updated (UTC time)
Company Analysis	2026/01/05 18:05
End of Day Share Price	2026/01/02 00:00
Earnings	2025/09/30
Annual Earnings	2024/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

This company has been acquired

PB Bankshares Past Earnings Performance

Past criteria checks 5/6

Key information

Recent past performance updates

Third quarter 2025 earnings released: EPS: US$0.22 (vs US$0.18 in 3Q 2024)

Second quarter 2025 earnings released: EPS: US$0.28 (vs US$0.16 in 2Q 2024)

First quarter 2025 earnings released: EPS: US$0.20 (vs US$0.13 in 1Q 2024)

Full year 2024 earnings released: EPS: US$0.77 (vs US$0.78 in FY 2023)

PB Bankshares, Inc. Reports Loan Charge-Offs for the Third Quarter Ended September 30, 2024

Second quarter 2024 earnings released: EPS: US$0.16 (vs US$0.24 in 2Q 2023)

Recent updates

Norwood Financial Corp. (NasdaqGM:NWFL) completed the acquisition of PB Bankshares, Inc. (NasdaqCM:PBBK).

PB Bankshares, Inc.(NasdaqCM:PBBK) dropped from Russell 3000E Index

President exercised options to buy US$515k worth of stock.

Executive VP exercised options to buy US$252k worth of stock.

Third quarter 2025 earnings released: EPS: US$0.22 (vs US$0.18 in 3Q 2024)

Second quarter 2025 earnings released: EPS: US$0.28 (vs US$0.16 in 2Q 2024)

Norwood Financial Corp. (NasdaqGM:NWFL) entered into an agreement to acquire PB Bankshares, Inc. (NasdaqCM:PBBK) for $52.8 million.

Investor sentiment improves as stock rises 17%

Most Shareholders Will Probably Agree With PB Bankshares, Inc.'s (NASDAQ:PBBK) CEO Compensation

First quarter 2025 earnings released: EPS: US$0.20 (vs US$0.13 in 1Q 2024)

PB Bankshares, Inc., Annual General Meeting, May 28, 2025

Full year 2024 earnings released: EPS: US$0.77 (vs US$0.78 in FY 2023)

PB Bankshares, Inc. Reports Loan Charge-Offs for the Third Quarter Ended September 30, 2024

Second quarter 2024 earnings released: EPS: US$0.16 (vs US$0.24 in 2Q 2023)

First quarter 2024 earnings released: EPS: US$0.13 (vs US$0.16 in 1Q 2023)

PB Bankshares, Inc., Annual General Meeting, May 22, 2024

Full year 2023 earnings released: EPS: US$0.78 (vs US$0.82 in FY 2022)

Does PB Bankshares (NASDAQ:PBBK) Deserve A Spot On Your Watchlist?

Third quarter 2023 earnings released: EPS: US$0.21 (vs US$0.16 in 3Q 2022)

Second quarter 2023 earnings released: EPS: US$0.24 (vs US$0.14 in 2Q 2022)

Full year 2022 earnings released: EPS: US$0.82 (vs US$0.31 in FY 2021)

PB Bankshares, Inc. and Presence Bank Appoint Bony R. Dawood to its Board of Directors

High number of new and inexperienced directors

Third quarter 2022 earnings released: EPS: US$0.16 (vs US$0.082 in 3Q 2021)

PB Bankshares, Inc., Annual General Meeting, Sep 28, 2022

Second quarter 2022 earnings released: EPS: US$0.14 (vs US$0.11 in 2Q 2021)

First quarter 2022 earnings released

High number of new and inexperienced directors

Full year 2021 earnings released

PB Bankshares: Current Risk/Reward Dynamics Unfavorable

President recently bought US$73k worth of stock

President recently bought US$182k worth of stock

President recently bought US$221k worth of stock

Revenue & Expenses Breakdown

Earnings and Revenue History

Free Cash Flow vs Earnings Analysis

Past Earnings Growth Analysis

Return on Equity

Return on Assets

Return on Capital Employed

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