STOCK TITAN

Norwood Financial (NASDAQ: NWFL) director adds 600 IRA-held shares

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Norwood Financial Corp director Ronald R. Schmalzle bought additional company stock in an indirect account. On August 5, 2025, he made an open-market purchase of 600 shares of common stock at $24.35 per share through an IRA.

After this transaction, his IRA indirectly holds 27,068 shares. He also directly owns 8,115 shares and has 825 restricted shares, which vest in three equal installments beginning on December 15, 2025 and annually thereafter while he continues serving the company.

Positive

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Negative

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Insider Schmalzle Ronald R
Role Director
Bought 600 shs ($15K)
Type Security Shares Price Value
Purchase Common Stock 600 $24.35 $15K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 27,068 shares (Indirect, IRA); Common Stock — 8,115 shares (Direct)
Footnotes (1)
  1. [object Object]
Shares purchased 600 shares Open-market purchase on August 5, 2025
Purchase price $24.35 per share Open-market transaction
IRA holdings after purchase 27,068 shares Indirect ownership via IRA after August 5, 2025
Direct holdings 8,115 shares Direct ownership after reported transactions
Restricted stock 825 shares Restricted stock award subject to vesting
Vesting start date December 15, 2025 First of three equal vesting installments
open-market purchase financial
"Purchase in open market or private transaction"
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
Restricted Stock financial
"nature_of_ownership": "Restricted Stock""
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
IRA financial
"nature_of_ownership": "IRA""
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
restricted stock award financial
"Award vests in three equal installments beginning December 15, 2025"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did Ronald R. Schmalzle report at NORWOOD FINANCIAL CORP (NWFL)?

Director Ronald R. Schmalzle reported an open-market purchase of company stock. On August 5, 2025, he bought 600 shares of Norwood Financial common stock through an IRA account, increasing his indirect holdings in the company’s shares held in that retirement vehicle.

How many NORWOOD FINANCIAL CORP (NWFL) shares did Schmalzle buy and at what price?

Schmalzle bought 600 shares of Norwood Financial common stock at a price of $24.35 per share. The purchase was categorized as an open-market transaction and was made through an IRA, reflecting a personal investment at that specific share price level.

What are Ronald R. Schmalzle’s indirect IRA holdings in NORWOOD FINANCIAL CORP (NWFL) after the transaction?

Following the August 5, 2025 purchase, Schmalzle’s IRA indirectly holds 27,068 shares of Norwood Financial common stock. This figure represents the total shares in that retirement account after adding the newly acquired 600 shares to his prior indirect IRA position.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Schmalzle own directly after this Form 4/A?

After the reported activity, Schmalzle directly owns 8,115 shares of Norwood Financial common stock. This direct ownership is separate from his IRA holdings and restricted stock, giving a clearer picture of the shares registered directly in his own name.

What restricted stock does Ronald R. Schmalzle hold in NORWOOD FINANCIAL CORP (NWFL) and when does it vest?

Schmalzle holds 825 shares of Norwood Financial restricted stock. According to the vesting terms, this award vests in three equal installments starting on December 15, 2025 and then annually, as long as he continues to serve in an eligible role with the company.

What is the nature of ownership for Schmalzle’s newly purchased NORWOOD FINANCIAL CORP (NWFL) shares?

The 600 newly purchased Norwood Financial shares are held indirectly through an IRA. This means the shares are owned in a retirement account associated with Schmalzle, rather than being directly registered in his individual name on the company’s shareholder records.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schmalzle Ronald R

(Last)(First)(Middle)
717 MAIN STREET

(Street)
HONESDALE PENNSYLVANIA 18431

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NORWOOD FINANCIAL CORP [ NWFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/05/2025
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/05/2025P600A$24.3527,068IIRA
Common Stock8,115D
Common Stock825(1)IRestricted Stock
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
/s/Ronald R. Schmalzle, by Mackenzie Jackson, Power of Attorney06/11/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)