What are Ronald Schmalzle’s direct NWFL share holdings after this award?

After the award, Ronald Schmalzle holds 9,390 shares of Norwood Financial common stock directly. This total is reported in the Form 4 as his direct ownership position following the 45-share grant described as Director Retainer Shares under the equity incentive plan.

Norwood Financial (NASDAQ: NWFL) director granted 45-share retainer award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

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 award of 45 shares of Common Stock on May 11, 2026 as Director Retainer Shares under the 2024 Equity Incentive Plan at $30.20 per share. Following this grant, he holds 9,390 shares directly and additional indirect holdings, including restricted stock and shares in an IRA. The award vests in three equal installments beginning on December 15, 2025 during continued service.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Schmalzle Ronald R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.20	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,390 shares (Direct, null); Common Stock — 26,468 shares (Indirect, IRA)

Footnotes (1)

Director Retainer Shares issued under the 2024 Equity Incentive Plan. Award vests in three equal installments beginning on December 15 , 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. 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 stock award: 45 shares Grant reference price: $30.20 per share Direct holdings after award: 9,390 shares +2 more

5 metrics

Director stock award 45 shares Common Stock grant on May 11, 2026

Grant reference price $30.20 per share Director Retainer Shares under 2024 Equity Incentive Plan

Direct holdings after award 9,390 shares Common Stock owned directly following the transaction

IRA indirect holdings 26,468 shares Common Stock held indirectly in IRA

Restricted stock holdings 825 and 550 shares Common Stock held indirectly as Restricted Stock

Key Terms

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

4 terms

Director Retainer Shares financial

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

2024 Equity Incentive Plan financial

"Director Retainer Shares 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.

IRA financial

"nature_of_ownership: IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 01:42 PM

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)
05/11/2026

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	05/11/2026		A		45⁽¹⁾	A	$30.2	9,390	D
Common Stock								26,468	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 on 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	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did NWFL director Ronald R. Schmalzle report in this Form 4?

Ronald R. Schmalzle reported receiving 45 shares of Norwood Financial common stock as Director Retainer Shares under the 2024 Equity Incentive Plan. This is a compensation-related stock award, not an open-market purchase or sale, and reflects part of his director compensation.

How many NWFL shares did Ronald Schmalzle receive and at what value?

He received 45 shares of Norwood Financial common stock valued at approximately $30.20 per share. The filing characterizes this as a grant or award under the company’s 2024 Equity Incentive Plan, rather than a trade executed in the open market.

What indirect NWFL holdings does Ronald Schmalzle report in this filing?

He reports indirect ownership of 825 and 550 shares of restricted stock and 26,468 shares held in an IRA. These positions are listed as indirect holdings, separate from his 9,390 directly held shares, giving a fuller picture of his total reported ownership stake.

How does the NWFL director stock award vest over time?

The award vests in three equal installments beginning on December 15, 2025, then annually thereafter. Vesting continues during periods of service as an employee, outside director, or director emeritus, according to the terms summarized in the filing’s footnotes.

Is Ronald Schmalzle’s Form 4 transaction a market buy or sell of NWFL shares?

The Form 4 describes the event as a grant or award, not a market trade. The transaction code indicates a compensation-related acquisition, meaning shares were issued to him as Director Retainer Shares rather than bought or sold on the open market.