NWFL director granted 45 shares as stock award

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

Accepted by SEC EDGAR 05/13/2026 - 01:53 PM EDT Learn about SEC filing dates

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 stock award as part of director compensation. She was granted 45 shares of common stock at $30.20 per share, increasing her direct holdings to 484 shares. She also indirectly holds 825 restricted shares. The director retainer shares were issued under the 2024 Equity Incentive Plan and vest in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 1 txn

Insider Nacinovich Marissa S

Role Director

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

Holdings After Transaction: Common Stock — 484 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Holdings Before and After: Common Stock, 439 to 484 shares (Direct)

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: $30.20/share Direct holdings after grant: 484 shares +3 more

6 metrics

Stock grant size 45 shares Common Stock grant to director Marissa S. Nacinovich

Grant price $30.20/share Value per share for the 45-share award

Direct holdings after grant 484 shares Common Stock directly owned following the award

Indirect restricted holdings 825 shares Restricted Stock held indirectly

Vesting start date December 15, 2026 First vesting date for the award, then annually in three installments

Equity plan 2024 Equity Incentive Plan Plan under which director retainer shares were issued

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 did NWFL director Marissa Nacinovich report in this Form 4?

Director Marissa S. Nacinovich reported receiving a grant of 45 shares of NORWOOD FINANCIAL CORP common stock as compensation. The award is part of her director retainer and was priced at $30.20 per share under the company’s 2024 Equity Incentive Plan.

How many NWFL shares did Marissa Nacinovich acquire in this grant?

She acquired 45 shares of NORWOOD FINANCIAL CORP common stock in this transaction. These shares were granted, not bought on the open market, and represent a compensation-related award rather than a discretionary purchase in the public market.

What are Marissa Nacinovich’s NWFL share holdings after this Form 4?

After the reported grant, she directly holds 484 shares of NORWOOD FINANCIAL CORP common stock. She also has an indirect position of 825 restricted shares, giving a combined reported exposure across direct and indirect holdings in the company’s common stock.

At what price were the NWFL shares granted to Marissa Nacinovich?

The 45 shares of NORWOOD FINANCIAL CORP common stock were granted at a value of $30.20 per share. This reflects the grant price used for the award under the company’s equity incentive arrangements, rather than a negotiated open-market purchase price.

How do the NWFL director retainer shares vest for Marissa Nacinovich?

The director retainer shares vest in three equal installments, beginning on December 15, 2026. They continue to vest annually thereafter, as long as she remains in qualifying service as an employee, outside director, or director emeritus at NORWOOD FINANCIAL CORP.

Under which plan were the NWFL shares granted to Marissa Nacinovich?

The shares were issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan as director retainer shares. This plan provides stock-based compensation to eligible participants, aligning director and employee interests with long-term shareholder value in the company.

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

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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)
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	484	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	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)