Form 4: Nacinovich Marissa S reports acquisition/exercise transactions in NWFL

Rhea-AI Filing Summary

Nacinovich Marissa S reported acquisition or exercise transactions in a Form 4 filing for NWFL. The filing lists transactions totaling 148 shares at a weighted average price of $29.35 per share. Following the reported transactions, holdings were 348 shares.

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 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)
01/12/2026

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	01/12/2026		A		105(1)	A	$28.42	305	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	348	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 John M. McCaffery, Attorney-in-Fact	02/13/2026
	** 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.

FAQ

What insider activity did NWFL disclose for director Marissa Nacinovich?

Norwood Financial Corp disclosed that director Marissa S. Nacinovich received equity awards of common stock. She was granted 105 shares on January 12, 2026 and 43 shares on February 11, 2026, as part of her compensation, rather than through open-market stock purchases.

How many Norwood Financial (NWFL) shares did the director acquire and at what prices?

The director acquired 105 Norwood Financial common shares at $28.42 per share and 43 shares at $31.62 per share. These transactions were coded as grants or awards, reflecting non-cash compensation rather than traditional stock market buying activity by the insider.

What is the director’s total direct and indirect ownership in NWFL after these grants?

Following the reported grants, the director directly owns 348 Norwood Financial common shares. She also has an indirect interest in 825 restricted stock shares, which represent additional equity compensation subject to vesting conditions tied to her continued service with the company.

How do the 825 restricted Norwood Financial (NWFL) shares vest?

The 825 restricted Norwood Financial shares vest in three equal installments. Vesting begins on December 15, 2026 and continues annually thereafter, provided the director maintains service as an employee, outside director, or director emeritus under the terms of the 2024 Equity Incentive Plan.

Were the NWFL insider transactions open-market purchases or equity awards?

The reported Norwood Financial insider transactions were equity awards, not open-market purchases. The Form 4 identifies both transactions with code A, described as grants, awards, or other acquisitions, indicating they are part of the director’s compensation package from the company.

What compensation plan governed the director share grants at Norwood Financial (NWFL)?

The director share grants were issued under Norwood Financial’s 2024 Equity Incentive Plan. Footnotes explain that the “Director Retainer Shares” and related restricted stock awards are granted pursuant to this plan as part of ongoing compensation for board and related service roles.