Norwood Financial Corp. (NWFL) entered a merger agreement on July 7, 2025, to acquire PB Bankshares, Inc. (PBBK) in a deal valued at $54.9 million.
Under the terms of the agreement, 80% of PB Bankshares’ common shares will be converted into Norwood Financial common stock, while the remaining 20% will be exchanged for cash.
PB’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 PB they own, representing a 7.10% premium from the stock’s last close.
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.
PB shareholders who choose to receive common stock as their consideration will receive a quarterly cash dividend of approximately $0.24 per Norwood Financial common share, based on Norwood Financial’s current quarterly dividend of $0.31 per share.
PB Bankshares is the holding company for Presence Bank, a Pennsylvania-based community bank founded in 1919 that offers a full range of banking services, including deposits, loans, and digital banking, through offices in Chester, Lancaster, and Dauphin Counties.
Norwood Financial is the holding company for Wayne Bank, a community-focused financial institution founded in 1870 that offers a wide range of banking, lending, investment, and insurance services through branches in Pennsylvania and New York.
The deal expands Norwood Financial’s presence into higher-growth markets in Central and Southeastern Pennsylvania.
The merger is expected to increase Norwood’s earnings per share by about 10% in 2026, with an anticipated tangible book value dilution of 4.2% at closing and a tangible book value earn-back period of 2.5 years.
Norwood will be paying 0.86 times the tangible book value for PB Bankshares.
As part of the agreement, two independent PB board members will join the boards of Norwood Financial and Wayne Bank—one for a two-year term and the other for a three-year term. At the same time, PB CEO, Janak Amin, signed an employment agreement and a non-compete/non-solicitation agreement with Norwood Financial and Wayne Bank. Additionally, some PB executives are expected to stay on with Norwood Financial going forward.
The deal is expected to close in either the late fourth quarter of 2025 or the early first quarter of 2026.
Stephens served as financial advisor, and Barley Snyder as legal counsel to PB Bankshares. Meanwhile, Janney Montgomery Scott provided financial guidance, and Jones Walker, along with Meeks Butera & Israel, served as legal counsel to Norwood.
For more in-depth details about this merger and acquisition transaction, please follow this link:
Deal Metrics for the acquisition of PB Bankshares, Inc. (PBBK) by Norwood Financial Corp. (NWFL)
The Deal Metrics page provides:
Disclaimer: This article is intended for informational purposes only. It is crucial to conduct your own research and due diligence before making any decisions related to buying or selling any securities mentioned in this article. The accuracy and completeness of the content or data provided herein are not guaranteed.
Editor’s Note: Baranjot Kaur contributed to this article