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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) : ☑ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-28364 NORWOOD FINANCIAL CORP ( Exact Name of Registrant as Specified in its Charter ) Pennsylvania ( State or Other Jurisdiction of Incorporation or Organization ) 717 Main Street , Honesdale , Pennsylvania ( Address of Principal Executive Offices ) Registrant's Telephone Number , Including Area Code : ( 570 ) 253-1455 Securities registered pursuant to Section 12 ( b ) of the Act : Title of Each Class Common Stock , $ .10 par value Trading Symbol ( s ) NWFL 23-2828306 ( I.R.S. Employer Identification No. ) 18431 ( Zip Code ) Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . □ YES × NO Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . □ YES × NO Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES □ NO Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . YES NO Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , ” “ smaller reporting company ” and “ emerging growth company ” in Rule 12b - 2 of the Exchange Act . Large Accelerated Filer Non - accelerated Filer ☐ ☐ Accelerated Filer Smaller Reporting Company 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 . ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☐ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . ☐ Yes ☑ No The aggregate market value of the voting stock held by non - affiliates of the registrant , based on the closing price of the registrant's Common Stock as of June 30 , 2020 , $ 24.79 per share , was $ 147.9 million based on 5,964,486 shares of Common Stock held by non - affiliates on that date . Solely for purposes of this calculation , shares held by directors , executive officers and greater than 10 % stockholders are treated as shares held by affiliates . As of March 1 , 2021 , there were 8,226,068 shares outstanding of the registrant's Common Stock . 1 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the 2021 Annual Meeting of Stockholders . ( Part III )