Norwood Financial director awarded 39 shares

Director Ronald R. Schmalzle received a small equity retainer grant and now holds direct and IRA shares plus time-vested restricted stock in NORWOOD FINANCIAL CORP.

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (symbol: NWFL) is the issuer of record for a Form 4 filing submitted to the SEC. Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP (NWFL) reported that director Ronald R. Schmalzle received an award of 39 shares of common stock on September 10, 2026 as Director Retainer Shares issued under the 2024 Equity Incentive Plan at $34.47 per share. After this grant, he holds 8,957 common shares directly and 27,768 shares indirectly through an IRA. He also has restricted stock awards that vest in three equal installments beginning December 15, 2025 and December 15, 2026, subject to continued service.

Insider Trade Summary

Grant/Award: 39 shares

Grant/Award 4 txns

Insider Schmalzle Ronald R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	39	$34.47	$1K
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 8,957 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.

Key Figures

Director Retainer Shares granted: 39 shares Grant value per share: $34.47 per share Direct common shares after grant: 8,957 shares +1 more

4 metrics

Director Retainer Shares granted 39 shares Common stock awarded to Ronald R. Schmalzle on September 10, 2026

Grant value per share $34.47 per share Value used for the September 10, 2026 director retainer share grant

Direct common shares after grant 8,957 shares Direct holdings of Ronald R. Schmalzle following the September 10, 2026 award

Indirect IRA common shares 27,768 shares Indirect holdings through an IRA reported for Ronald R. Schmalzle

Key Terms

Equity Incentive Plan, Director Retainer Shares, Restricted Stock, Outside Director, +1 more

5 terms

Equity Incentive Plan financial

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

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Director Retainer Shares financial

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

Restricted Stock financial

"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."

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.

Outside Director financial

"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."

Director Emeritus financial

"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 transaction did NWFL director Ronald R. Schmalzle report?

Ronald R. Schmalzle reported receiving an award of 39 shares of NORWOOD FINANCIAL CORP common stock on September 10, 2026 as Director Retainer Shares under the 2024 Equity Incentive Plan, at a value of $34.47 per share.

How many NWFL shares does Ronald R. Schmalzle hold directly after this Form 4?

After the reported award, Ronald R. Schmalzle holds 8,957 common shares of NORWOOD FINANCIAL CORP directly.

What are Ronald R. Schmalzle’s indirect NWFL holdings reported on this Form 4?

Ronald R. Schmalzle is reported as holding 27,768 common shares of NORWOOD FINANCIAL CORP indirectly through an IRA account.

Were the NWFL shares acquired under a Rule 10b5-1 trading plan?

No. The filing indicates that the transactions were not made pursuant to a Rule 10b5-1 trading plan; no such plan is reported for this award.

What are the vesting terms of Ronald R. Schmalzle’s NWFL restricted stock awards?

The restricted stock awards vest in three equal installments, with one award beginning on December 15, 2025 and another beginning on December 15, 2026, in each case subject to continued service as an employee, outside director or director emeritus.

What plan governs the new NWFL director share award to Ronald R. Schmalzle?

The 39-share grant to Ronald R. Schmalzle is identified as Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan.

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

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Available on EDGAR 09/11/2026 - 02:24 PM Accepted by SEC EDGAR 09/11/2026 - 02:24 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^*

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)
09/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2026		A		39(1)	A	$34.47	8,957	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)
				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 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	09/11/2026
	** 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)