Norwood director awarded 45 retainer shares

Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.

Norwood Financial Corp director Joseph W. Carroll received 45 shares of common stock as a director retainer on an award basis. The shares were granted at a price of $30.20 per share under the 2024 Equity Incentive Plan, increasing his direct holdings to 41,739 shares.

He also reports indirect ownership of Norwood Financial common stock, including 1,100 shares by spouse IRA, 1,100 shares by IRA, and 7,247 shares by spouse, reflecting various retirement and family accounts rather than market purchases or sales.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 4 txns

Insider Carroll Joseph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.20	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,739 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse); Common Stock — 1,100 shares (Indirect, By IRA); Common Stock — 1,100 shares (Indirect, By Sposue IRA)

Footnotes (1)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Key Figures

Director retainer grant: 45 shares Grant price: $30.20 per share Direct holdings after grant: 41,739 shares +3 more

6 metrics

Director retainer grant 45 shares Common Stock award on May 11, 2026

Grant price $30.20 per share Director Retainer Shares under 2024 Equity Incentive Plan

Direct holdings after grant 41,739 shares Common Stock held directly by Joseph W. Carroll

Spouse IRA indirect holding 1,100 shares Common Stock held by spouse IRA

IRA indirect holding 1,100 shares Common Stock held by IRA

Spouse indirect holding 7,247 shares Common Stock held by spouse

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect ownership, IRA, +1 more

5 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

2024 Equity Incentive Plan financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

indirect ownership financial

"ownership_type": "indirect", "ownership_code": "I""

IRA financial

"nature_of_ownership": "By 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.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Norwood Financial Corp (NWFL) report for Joseph W. Carroll?

Norwood Financial Corp reported that director Joseph W. Carroll received 45 shares of common stock as a director retainer. The award was recorded at $30.20 per share, increasing his directly held position to 41,739 shares after the transaction.

Was the Norwood Financial (NWFL) Form 4 transaction a market purchase or sale?

The Form 4 shows a grant of 45 shares to director Joseph W. Carroll, not an open-market purchase or sale. These director retainer shares were issued as compensation under the 2024 Equity Incentive Plan, reflecting a routine equity award.

How many Norwood Financial (NWFL) shares does Joseph W. Carroll hold directly after this filing?

After the reported grant, Joseph W. Carroll directly owns 41,739 shares of Norwood Financial common stock. This figure comes from the Form 4 entry showing total shares following the 45-share director retainer award at a price of $30.20 per share.

What indirect Norwood Financial (NWFL) holdings are reported for Joseph W. Carroll?

The filing lists indirect ownership of 1,100 shares by spouse IRA, 1,100 shares by IRA, and 7,247 shares by spouse. These positions indicate family and retirement accounts associated with Carroll rather than direct personal holdings or new market transactions.

Under what plan were the Norwood Financial (NWFL) director retainer shares issued?

The 45 director retainer shares were issued under the 2024 Equity Incentive Plan. A footnote describes them as Director Retainer Shares, indicating they are part of Norwood Financial’s equity-based compensation program for board members rather than open-market activity.

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

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Accepted by SEC EDGAR 05/13/2026 - 01:25 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Carroll Joseph W

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		A		45(1)	A	$30.2	41,739	D
Common Stock								7,247	I	By Spouse
Common Stock								1,100	I	By IRA
Common Stock								1,100	I	By Sposue IRA

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

	/s/ Joseph W. Carroll By: Mackenzie Jackson, Power of Attorney	05/13/2026
	** Signature of Reporting Person	Date
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)