NWFL director receives stock grant under 2024 plan

Nacinovich Marissa S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nacinovich Marissa S reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Marissa S. Nacinovich received a compensation-related stock award. On June 10, 2026, she was granted 45 shares of common stock at $30.19 per share as Director Retainer Shares under the 2024 Equity Incentive Plan. The award vests in three equal installments beginning on December 15, 2026 and annually thereafter during continued service. Following the transactions, she holds 529 common shares directly and 825 shares as restricted stock held indirectly.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 2 txns

Insider Nacinovich Marissa S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.19	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 529 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (2)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. F2. Award vests in three equal installments beginning on December 15, 2026 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Key Figures

Stock grant size: 45 shares Grant price: $30.19 per share Direct holdings after grant: 529 shares +2 more

5 metrics

Stock grant size 45 shares Director Retainer Shares granted June 10, 2026

Grant price $30.19 per share Common Stock grant to director

Direct holdings after grant 529 shares Common Stock held directly post-transaction

Indirect restricted stock 825 shares Restricted Stock held indirectly

Vesting start date December 15, 2026 First of three equal vesting installments

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Grant, award, or other acquisition, +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."

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.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

vests in three equal installments financial

"Award vests in three equal installments beginning on December 15, 2026"

FAQ

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

What insider transaction did NORWOOD FINANCIAL (NWFL) report for Marissa S. Nacinovich?

NORWOOD FINANCIAL reported that director Marissa S. Nacinovich received a grant of 45 shares of common stock at $30.19 per share as Director Retainer Shares under the company’s 2024 Equity Incentive Plan.

Was the NWFL Form 4 transaction a market purchase or a stock grant?

The Form 4 shows a stock grant, not an open-market trade. Code A indicates a grant or award acquisition of 45 common shares as part of director compensation, rather than a discretionary market buy.

How many NORWOOD FINANCIAL (NWFL) shares does Marissa S. Nacinovich hold after this filing?

After the reported transactions, Marissa S. Nacinovich holds 529 common shares directly and 825 shares indirectly as restricted stock, according to the Form 4’s post-transaction ownership figures.

When do the newly granted NWFL Director Retainer Shares vest?

The Director Retainer Shares vest in three equal installments. Vesting begins on December 15, 2026 and continues annually thereafter, conditioned on her continued service as an employee, outside director or director emeritus.

What is the role of the 2024 Equity Incentive Plan for NWFL directors?

The 2024 Equity Incentive Plan is used to issue Director Retainer Shares as part of board compensation. In this filing, it provided a grant of 45 common shares to director Marissa S. Nacinovich at $30.19 per share.

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

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Accepted by SEC EDGAR 06/12/2026 - 10:10 AM 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^*

Nacinovich Marissa S

(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)
06/10/2026

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	06/10/2026		A		45(1)	A	$30.19	529	D
Common Stock								825(2)	I	Restricted 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)
				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.

2. Award vests in three equal installments beginning on December 15, 2026 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

	/s/Marissa S Nacinovich by Mackenzie Jackson, Power of Attorney	06/12/2026
	** 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)