STOCK TITAN

Norwood Financial (NWFL) director granted stock retainer shares at $34.02

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Form Type
4

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.

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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)
  1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
  2. 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.
  3. 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.
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
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

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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SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/10/2026A40(1)A$34.028,918D
Common Stock27,768IIRA
Common Stock550(2)IRestricted Stock
Common Stock825(3)IRestricted 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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 Attorney08/11/2026
** Signature of Reporting PersonDate
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)