Norwood Financial director reports new stock awards

Norwood Financial Corp director James Shook reported several equity transactions in the company’s common stock.

Rhea-AI Filing Summary

Norwood Financial Corp director James Shook reported several equity transactions in the company’s common stock. On January 12, 2026, he acquired 105 director retainer shares at $28.42 per share, and on February 11, 2026, he acquired 43 director retainer shares at $31.62 per share, both issued under the 2024 Equity Incentive Plan.

After these awards, he directly owned 8,887 common shares and indirectly held 825 restricted shares. The filing also notes a bona fide gift of 409 shares reported as indirect ownership through Lake Region Supermarket Inc., with a corresponding 409-share movement in his directly held shares at a stated price of $0.

Insider Trade Summary

818 shares gifted

Gift 5 txns

Insider Shook James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	43	$31.62	$1K
Grant/Award	Common Stock	105	$28.42	$3K
Gift	Common Stock	409	$0.00	$0.00
Gift	Common Stock	409	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, Lake Region Supermarket Inc.); Common Stock — 8,887 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (2)

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

FAQ

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

What insider transactions did NWFL director James Shook report?

Director James Shook reported acquiring 105 shares at $28.42 and 43 shares at $31.62 as director retainer awards. He also reported a 409-share bona fide gift involving indirect ownership through Lake Region Supermarket Inc..

How many Norwood Financial (NWFL) shares does James Shook own after these transactions?

After the reported transactions, James Shook directly owned 8,887 shares of Norwood Financial common stock. He also had 825 shares of restricted stock reported as indirectly owned, in addition to the movements related to the 409-share gift entry.

What were the prices of the NWFL director retainer share awards to James Shook?

James Shook received 105 shares at $28.42 per share on January 12, 2026, and 43 shares at $31.62 per share on February 11, 2026. Both transactions are coded as awards under the company’s 2024 Equity Incentive Plan.

What is the nature of the 825 NWFL restricted shares reported by James Shook?

The filing lists 825 shares of Norwood Financial common stock as restricted stock held indirectly. A related footnote explains that these are director retainer shares issued under the 2024 Equity Incentive Plan with scheduled vesting in three equal installments.

How do the restricted NWFL awards to James Shook vest over time?

The award tied to the 825 restricted shares vests in three equal installments beginning on December 15, 2026, and then annually. Vesting continues only during ongoing service as an Employee, Outside Director, or Director Emeritus, as described in the footnote.

What does the 409-share bona fide gift involving Lake Region Supermarket Inc. represent?

The filing reports a 409-share bona fide gift of Norwood Financial common stock associated with Lake Region Supermarket Inc. as indirect ownership. A corresponding entry shows 409 shares at a stated price of $0 affecting Shook’s directly held common stock balance.

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 02/13/2026 - 04:24 PM 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^*

Shook James

(Last) (First) (Middle)

717 MAIN STREET

(Street)

HONESDALE 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)
11/03/2025

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	11/03/2025		G		409	D	$0	0	I	Lake Region Supermarket Inc.
Common Stock	11/03/2025		G		409	A	$0	5,239	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	8,844	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	8,887	D
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. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

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/James Shook by John M. McCaffery, Attorney-in-Fact	02/13/2026
	** 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.