{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-001612","form_type":"8-K","ticker":"NWFL","cik":"0001013272","company_name":"NORWOOD FINANCIAL CORP","filed_at":"2026-01-05T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.397374+00:00","generated_at":"2026-05-16T11:36:55.092340+00:00","sec_items":["2.01","5.02","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Norwood Financial completes acquisition of PB Bankshares; $456M in assets added","bullets":["Each PB Bankshares share converted to $19.75 cash or 0.7850 shares of NWFL; total consideration ~$10.5M cash + 1.67M NWFL shares.","87% of PB Bankshares shares elected stock; combined company has ~$2.9B assets and 33 offices.","Janak M. Amin appointed EVP & COO under 3-year employment agreement with $400K base salary and stay bonuses totaling $564K.","Joseph W. Carroll and Spencer J. Andress appointed to Norwood and Wayne Bank boards.","Larry W. Witt named EVP & CIO; Douglas L. Byers named EVP & Market President for Central PA."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-001612","json":"https://secwatch.observer/filing/0001193125-26-001612.json","markdown":"https://secwatch.observer/filing/0001193125-26-001612.md","text":"https://secwatch.observer/filing/0001193125-26-001612.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/d68094d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:36:55.092340+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e23765ac8fcb3d8183f1ec6679a1779fdc929032","claim":"NORWOOD FINANCIAL CORP completed an acquisition involving PB Bankshares, Inc. for approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company (closed 2026-01-05).","evidence_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-039924","ticker":"VREOF","company_name":"Vireo Growth Inc.","filed_at":"2026-04-06T23:59:59+00:00","headline":"Vireo closes Eaze acquisition for $47M in stock; CEO awarded performance-based RSUs up to 3.5% diluted","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039924","json":"https://secwatch.observer/filing/0001104659-26-039924.json","markdown":"https://secwatch.observer/filing/0001104659-26-039924.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/tm2611166d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"adjustment with respect to certain of the estimated items included\nin the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration\nis US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition\nof Estimated Closing Merger Consideration in the Merger Agreement,","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001193125-26-211971","ticker":"DVN","company_name":"DEVON ENERGY CORP/DE","filed_at":"2026-05-07T23:59:59+00:00","headline":"Devon completes all-stock merger with Coterra; combined company retains DVN ticker","event_type":"m_and_a","sec_items":["2.01","5.02","5.03","7.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-211971","json":"https://secwatch.observer/filing/0001193125-26-211971.json","markdown":"https://secwatch.observer/filing/0001193125-26-211971.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/d799973d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"On May 7, 2026, following approval by the stockholders of both Devon and Coterra at special meetings held on May 4, 2026, the Merger and the other transactions contemplated by the Merger Agreement were consummated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1090012/000119312526211971/0001193125-26-211971-index.htm"}},{"accession":"0001140361-26-018716","ticker":"GYRE","company_name":"GYRE THERAPEUTICS, INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Gyre Therapeutics completes $300M all-stock acquisition of Cullgen; appoints Ying Luo as CEO","event_type":"m_and_a","sec_items":["2.01","5.03","1.01","3.02","3.03","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018716","json":"https://secwatch.observer/filing/0001140361-26-018716.json","markdown":"https://secwatch.observer/filing/0001140361-26-018716.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/ef20072211_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"Revenue Code of 1986, as\n amended. Under the terms of the Merger Agreement, the Company acquired Cullgen in an all-stock transaction that valued Cullgen at\n approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1124105/000114036126018716/0001140361-26-018716-index.htm"}},{"accession":"0001051470-26-000052","ticker":"CCI","company_name":"CROWN CASTLE INC.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Crown Castle closes $8.5B sale of fiber/small cells; plans $1B buyback, >$7B debt cut","event_type":"m_and_a","sec_items":["2.01","2.02","5.02","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001051470-26-000052","json":"https://secwatch.observer/filing/0001051470-26-000052.json","markdown":"https://secwatch.observer/filing/0001051470-26-000052.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1051470/000105147026000052/0001051470-26-000052-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1051470/000105147026000052/cci-20260501.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"a share of common stock, par value $0.10 per share, of the Company. In the aggregate, the merger consideration paid to PB Bankshares shareholders will consist of approximately $10.5 million in cash and approximately 1,670,000 shares of common stock of the Company. Immediately following the Merger, Presence Bank was merged with and into Wayne Bank, a wholly-owned","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312526001612/0001193125-26-001612-index.htm","comparable_excerpt":"cells business to Small Cells Holdco Inc., a Delaware corporation, referred to as Arium Networks (together with Zayo Purchaser, \"Purchasers\") for aggregate cash proceeds of $8.5 billion in cash, subject to certain adjustments (\"Transaction\"). The Transaction was consummated pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of March","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1051470/000105147026000052/0001051470-26-000052-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}