Norwood Financial director receives stock award

Q: What did NORWOOD FINANCIAL CORP (NWFL) director Ronald Schmalzle report on this Form 4?

Ronald R. Schmalzle reported an award of 40 shares of NORWOOD FINANCIAL CORP common stock on August 10, 2026. These shares were issued as Director Retainer Shares under the company’s 2024 Equity Incentive Plan.

Q: At what price were the 40 NORWOOD FINANCIAL CORP (NWFL) shares valued in the grant?

The 40-share award to Ronald R. Schmalzle was valued at $34.02 per share. This per-share value is used to report the transaction amount for the Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Q: How many NORWOOD FINANCIAL CORP (NWFL) shares does Ronald Schmalzle hold directly after this transaction?

After the award, Ronald R. Schmalzle holds 8,918 NORWOOD FINANCIAL CORP common shares directly. This figure reflects his direct ownership position following the August 10, 2026 Director Retainer Share grant.

Q: What indirect NORWOOD FINANCIAL CORP (NWFL) holdings does Ronald Schmalzle report?

Ronald R. Schmalzle reports indirect ownership of 27,768 NORWOOD FINANCIAL CORP shares through an IRA. He also reports separate restricted stock awards that vest over time, held indirectly as indicated in the filing’s ownership details.

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 an equity award of 40 shares of common stock on August 10, 2026 at a value of $34.02 per share. The award consists of Director Retainer Shares issued under the 2024 Equity Incentive Plan, increasing his directly held shares to 8,918, with additional indirect holdings through an IRA and restricted stock awards that vest in future installments.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 4 txns

Insider Schmalzle Ronald R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	40	$34.02	$1K
holding	Common Stock	--	--	--
holding	Common Stock ^F2	--	--	--
holding	Common Stock ^F3	--	--	--

Holdings After Transaction: Common Stock — 8,918 shares (Direct); Common Stock — 27,768 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 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

Shares awarded: 40 shares Award value per share: $34.02 per share Direct holdings after award: 8,918 shares +1 more

4 metrics

Shares awarded 40 shares Director Retainer Shares granted on August 10, 2026

Award value per share $34.02 per share Value used for the August 10, 2026 common stock award

Direct holdings after award 8,918 shares Common stock directly owned by Ronald R. Schmalzle after the grant

Indirect IRA holdings 27,768 shares Common stock held indirectly through an IRA

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Director Emeritus

4 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan"

2024 Equity Incentive Plan financial

"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.

Director Emeritus financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

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

What did NORWOOD FINANCIAL CORP (NWFL) director Ronald Schmalzle report on this Form 4?

Ronald R. Schmalzle reported an award of 40 shares of NORWOOD FINANCIAL CORP common stock on August 10, 2026. These shares were issued as Director Retainer Shares under the company’s 2024 Equity Incentive Plan.

At what price were the 40 NORWOOD FINANCIAL CORP (NWFL) shares valued in the grant?

The 40-share award to Ronald R. Schmalzle was valued at $34.02 per share. This per-share value is used to report the transaction amount for the Director Retainer Shares issued under the 2024 Equity Incentive Plan.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Ronald Schmalzle hold directly after this transaction?

After the award, Ronald R. Schmalzle holds 8,918 NORWOOD FINANCIAL CORP common shares directly. This figure reflects his direct ownership position following the August 10, 2026 Director Retainer Share grant.

What indirect NORWOOD FINANCIAL CORP (NWFL) holdings does Ronald Schmalzle report?

Ronald R. Schmalzle reports indirect ownership of 27,768 NORWOOD FINANCIAL CORP shares through an IRA. He also reports separate restricted stock awards that vest over time, held indirectly as indicated in the filing’s ownership details.

How do Ronald Schmalzle’s restricted stock awards in NWFL vest?

The filing states that certain restricted stock awards vest in three equal installments, beginning on December 15, 2025 and on December 15, 2026, respectively, subject to continued service as an Employee, Outside Director or Director Emeritus.

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Accepted by SEC EDGAR 08/11/2026 - 04:21 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)
08/10/2026

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	08/10/2026		A		40⁽¹⁾	A	$34.02	8,918	D
Common Stock								27,768	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 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	08/11/2026
	** 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