STOCK TITAN

Norwood Financial (NWFL) director discloses 825 restricted shares at $29.8

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Norwood Financial Corp director reports new restricted stock grant. A company director filed a Form 4 showing an acquisition of 825 shares of Norwood Financial Corp common stock as restricted stock on December 16, 2025, at a price of $29.8 per share. These shares are held indirectly and are identified in the filing as a new restricted stock award. According to the footnotes, this particular award is scheduled to vest in three equal installments beginning on December 15, 2026, subject to continued service as an employee, outside director or director emeritus.

Positive

  • None.

Negative

  • None.
Insider Nolan Alexandra K
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 825 $29.80 $25K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 825 shares (Indirect, Restricted Stock); Common Stock — 2,094 shares (Direct)
Footnotes (1)
  1. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. Award vests in three equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. 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.
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*
Nolan Alexandra K

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

(Street)
HONESDALE PA 18431

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 2,094 D
Common Stock 217,077 I Michael C. Nolan Trust
Common Stock 65,306 I Alexandra K. Nolan Trust
Common Stock 40(1) I Restricted Stock
Common Stock 280(2) I Restricted Stock
Common Stock 420(3) I Restricted Stock
Common Stock 550(4) I Restricted Stock
Common Stock 82(4) I Restricted Stock
Common Stock 12/16/2025 A 825 A $29.8 825(5) 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. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
2. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
3. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
4. Award vests in three equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
5. 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/ Alexandra K. Nolan by John M. McCaffery POA 12/18/2025
** 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.

FAQ

What insider transaction did Norwood Financial Corp (NWFL) disclose?

The filing reports that a director acquired 825 shares of Norwood Financial Corp common stock as restricted stock on December 16, 2025, at a price of $29.8 per share.

Who is the reporting person in this Norwood Financial Corp (NWFL) Form 4?

The reporting person is a director of Norwood Financial Corp, as indicated by the checked "Director" box in the relationship section, with the signature block showing "/s/ Alexandra K. Nolan by John M. McCaffery POA."

How does the new restricted stock award for NWFL vest?

The 825-share restricted stock award is described in footnote 5 as vesting in three equal installments beginning on December 15, 2026, during continued service as an employee, outside director or director emeritus.

What other Norwood Financial Corp (NWFL) holdings does the director report?

The director reports 2,094 shares of common stock held directly, and indirect holdings including 217,077 shares in the Michael C. Nolan Trust and 65,306 shares in the Alexandra K. Nolan Trust, plus several smaller restricted stock positions.

Is the NWFL insider transaction filed by one reporting person or a group?

The form indicates it is a Form filed by One Reporting Person, not a joint or group filing.

Does this Norwood Financial Corp (NWFL) filing involve derivative securities?

The Table II section for derivative securities is present but contains no listed derivative transactions; the reported activity relates to non-derivative common stock and restricted stock.