Norwood Financial (NWFL) director discloses 825 restricted shares at $29.8

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP director Marissa S. Nacinovich reported an equity award in the company’s common stock. On 12/16/2025, she acquired 825 shares of restricted common stock at a stated price of $29.8 per share, shown as indirectly owned following the transaction.

The award is scheduled to vest in three equal installments, beginning on December 15, 2026 and then annually, conditioned on continued service as an employee, outside director or director emeritus, as applicable.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nacinovich Marissa S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	825	$29.80	$25K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 825 shares (Indirect, Restricted Stock); Common Stock — 200 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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)
12/16/2025

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								200	D
Common Stock	12/16/2025		A		825	A	$29.8	825(1)	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 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	12/18/2025
	** 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 transaction did NWFL director Marissa S. Nacinovich report?

Marissa S. Nacinovich, a director of NORWOOD FINANCIAL CORP (NWFL), reported acquiring 825 shares of restricted common stock on 12/16/2025, shown as indirectly owned.

At what price were the restricted NWFL shares reported on this Form 4?

The Form 4 lists a price of $29.8 per share for the 825 restricted common shares acquired on 12/16/2025.

How and when do the reported NWFL restricted stock awards vest?

The 825-share restricted stock award vests in three equal installments, starting on December 15, 2026 and then annually, during continued service as an employee, outside director or director emeritus, as applicable.

Is the NWFL Form 4 filed by a single reporting person or a group?

The Form 4 is marked as filed by one reporting person, reflecting the holdings and transactions of Marissa S. Nacinovich alone.

What is the reporting person’s relationship to NORWOOD FINANCIAL CORP (NWFL)?

The filing identifies Marissa S. Nacinovich as a Director of NORWOOD FINANCIAL CORP (NWFL).

How are the newly acquired NWFL shares classified in the Form 4?

The 825 shares acquired on 12/16/2025 are listed as indirectly owned restricted stock following the reported transaction.