What is the nature of the 45-share award to the NORWOOD FINANCIAL (NWFL) director?

The 45-share award is a director retainer grant issued under the 2024 Equity Incentive Plan. It represents compensation in stock rather than cash and was classified as a grant, award, or other acquisition, not an open-market purchase, at $30.39 per share.

Norwood Financial director receives stock award

Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Ronald R. Schmalzle received a grant of 45 shares of common stock on April 10, 2026 at $30.39 per share as Director Retainer Shares under the 2024 Equity Incentive Plan. After this award, he directly holds 9,345 shares. He also has indirect holdings of 26,468 shares in an IRA and restricted stock positions of 550 and 825 shares that vest in three equal annual installments beginning on December 15, 2025 and December 15, 2026, subject to continued service.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 4 txns

Insider Schmalzle Ronald R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.39	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,345 shares (Direct); Common Stock — 26,468 shares (Indirect, IRA); Common Stock — 1,375 shares (Indirect, Restricted Stock)

Footnotes (3)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
F2. 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.
F3. 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

Director retainer grant: 45 shares Grant price: $30.39 per share Direct holdings after grant: 9,345 shares +3 more

6 metrics

Director retainer grant 45 shares Common Stock grant on April 10, 2026

Grant price $30.39 per share Director Retainer Shares under 2024 Equity Incentive Plan

Direct holdings after grant 9,345 shares Common Stock held directly by Schmalzle after April 10, 2026 grant

Indirect IRA holdings 26,468 shares Common Stock held indirectly via IRA

Restricted stock award 1 550 shares Restricted Stock held indirectly, vests in three installments from December 15, 2025

Restricted stock award 2 825 shares Restricted Stock held indirectly, vests in three installments from December 15, 2026

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, IRA, +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" for certain indirect holdings."

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.

IRA financial

"nature_of_ownership: "IRA" for 26,468 indirectly held shares."

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.

vests in three equal installments financial

"Award vests in three equal installments beginning on December 15, 2025 and annually thereafter."

FAQ

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

What did Ronald R. Schmalzle report in this NORWOOD FINANCIAL (NWFL) Form 4?

Ronald R. Schmalzle reported receiving a grant of 45 shares of common stock as Director Retainer Shares. The award was issued under Norwood Financial’s 2024 Equity Incentive Plan at a price of $30.39 per share on April 10, 2026, increasing his direct holdings.

How many NORWOOD FINANCIAL (NWFL) shares does Ronald R. Schmalzle now hold directly and indirectly?

After the April 10, 2026 grant, Schmalzle holds 9,345 Norwood Financial common shares directly. Indirectly, he holds 26,468 shares in an IRA plus restricted stock positions of 550 and 825 shares, giving him a substantial combined economic interest in the company’s equity.

How do the restricted stock awards for NORWOOD FINANCIAL (NWFL) vest for Ronald R. Schmalzle?

Schmalzle’s restricted stock awards vest in three equal installments. One award begins vesting on December 15, 2025 and another on December 15, 2026. Vesting continues annually during his continued service as an employee, outside director, or director emeritus, aligning compensation with ongoing service.

Was the NORWOOD FINANCIAL (NWFL) Form 4 transaction a market buy or sell?

No, the Form 4 reports a grant, not a market trade. The 45 shares of common stock were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, classified as a grant or award acquisition rather than an open-market purchase or sale of existing shares.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/14/2026 - 01:36 PM EDT

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)
04/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026		A		45⁽¹⁾	A	$30.39	9,345	D
Common Stock								26,468	I	IRA
Common Stock								550⁽²⁾	I	Restricted Stock
Common Stock								825⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

3. 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	04/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR