Norwood director buys 700 shares at $30.19

NORWOOD FINANCIAL CORP director Ronald R. Schmalzle reported an open-market purchase of 700 shares of Common Stock at $30.19 per share through an IRA, increasing his indirect IRA holdings to 27,168 shares.

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP director Ronald R. Schmalzle reported an open-market purchase of 700 shares of Common Stock at $30.19 per share through an IRA, increasing his indirect IRA holdings to 27,168 shares.

He also reports 9,390 shares held directly and two restricted stock awards of 825 and 550 shares. According to the disclosure, these restricted stock awards vest in three equal installments beginning on December 15, 2025 and December 15, 2026, respectively, subject to continued service.

Insider Trade Summary

Net Buyer: 700 shares

Net Buy 4 txns

Insider Schmalzle Ronald R

Role Director

Bought 700 shs ($21K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	700	$30.19	$21K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 27,168 shares (Indirect, IRA); Common Stock — 9,390 shares (Direct); Common Stock — 1,375 shares (Indirect, Restricted Stock)

Footnotes (2)

1. F1. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
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

Open-market purchase size: 700 shares Purchase price: $30.19 per share IRA holdings after purchase: 27,168 shares +3 more

6 metrics

Open-market purchase size 700 shares Common Stock bought on May 26, 2026

Purchase price $30.19 per share Open-market Common Stock transaction

IRA holdings after purchase 27,168 shares Indirect ownership in IRA following transaction

Directly held shares 9,390 shares Common Stock held directly after reported transactions

Restricted stock award 1 825 shares Vests in three installments beginning December 15, 2025

Restricted stock award 2 550 shares Vests in three installments beginning December 15, 2026

Key Terms

Restricted Stock, open-market purchase, indirect ownership, IRA, +1 more

5 terms

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.

open-market purchase financial

"transaction_action: "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

indirect ownership financial

"ownership_type: "indirect" with IRA holdings"

IRA financial

"nature_of_ownership: "IRA" for the 700-share purchase"

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" in all transactions"

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 NWFL director Ronald R. Schmalzle report?

Ronald R. Schmalzle reported buying 700 shares of Norwood Financial Common Stock. The shares were purchased in an open-market transaction at $30.19 per share through an IRA, and are disclosed as indirect ownership.

At what price did the NWFL director buy the 700 shares of Norwood Financial?

The 700 Norwood Financial Common Stock shares were purchased at $30.19 each. This price applies to the open-market transaction executed through an IRA and is the only transaction price disclosed in the filing.

How many Norwood Financial (NWFL) shares does the director now hold in his IRA?

Following the 700-share open-market purchase, the director’s IRA holds 27,168 Norwood Financial Common Stock shares indirectly. This total reflects the position reported in the filing after the transaction on May 26, 2026.

What are the director’s other reported holdings of Norwood Financial (NWFL) stock?

Beyond the IRA position, the director reports 9,390 shares held directly. He also reports restricted stock awards of 825 and 550 shares, which are separate from his direct and IRA holdings.

When do the NWFL director’s restricted stock awards begin vesting?

The restricted stock awards begin vesting on two schedules. One award vests in three equal installments starting December 15, 2025, and the other in three equal installments starting December 15, 2026, subject to continued qualifying service.

Are the newly purchased NWFL shares held directly or indirectly by the director?

The 700 newly purchased Norwood Financial shares are held indirectly through an IRA. The filing classifies this position as indirect ownership, separate from his directly held Common Stock and restricted stock awards.

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

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Accepted by SEC EDGAR 05/27/2026 - 09:17 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^*

Schmalzle Ronald R

(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)
05/26/2026

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								9,390	D
Common Stock	05/26/2026		P		700	A	$30.19	27,168	I	IRA
Common Stock								550(1)	I	Restricted Stock
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. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

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/Ronald R. Schmalzle, by Mackenzie Jackson, Power of Attorney	05/27/2026
	** 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)