NWFL director granted 45-share equity award

Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.

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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 reported a new equity award. He received a grant of 45 shares of common stock as Director Retainer Shares under the 2024 Equity Incentive Plan, valued at $30.19 per share, increasing his direct holdings to 8,835 shares.

He also reports indirect ownership of restricted stock positions of 825 and 550 shares, plus 27,768 shares held in an IRA. Footnotes state these awards vest in three equal annual installments beginning on December 15, 2025 and December 15, 2026, subject to continued service.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 4 txns

Insider Schmalzle Ronald R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.19	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,835 shares (Direct); Common Stock — 27,768 shares (Indirect, IRA); Common Stock — 1,375 shares (Indirect, Restricted Stock)

Footnotes (3)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
F2. 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.
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 grant size: 45 shares Grant value per share: $30.19 per share Direct holdings after grant: 8,835 shares +3 more

6 metrics

Director grant size 45 shares Common Stock grant on June 10, 2026

Grant value per share $30.19 per share Director Retainer Shares under 2024 Equity Incentive Plan

Direct holdings after grant 8,835 shares Total common shares directly owned following transaction

Indirect restricted stock holding 1 825 shares Common Stock, indirect ownership as Restricted Stock

Indirect restricted stock holding 2 550 shares Common Stock, indirect ownership as Restricted Stock

Indirect IRA holding 27,768 shares Common Stock held indirectly in IRA

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, IRA, +1 more

5 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

"direct_or_indirect: I, 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.

vests in three equal installments financial

"Award vests in three equal installments beginning on December 15, 2026 and annually thereafter"

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 45 shares of NORWOOD FINANCIAL CORP common stock as a director retainer grant. The award was issued under the 2024 Equity Incentive Plan at a value of $30.19 per share as part of his board compensation.

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

After the reported grant, Ronald R. Schmalzle directly holds 8,835 NORWOOD FINANCIAL CORP common shares. He also indirectly holds 825 and 550 restricted shares, plus 27,768 shares in an IRA, reflecting combined direct and indirect positions disclosed in the filing.

What is the price used for Ronald Schmalzle’s NWFL stock grant?

The 45-share grant to Ronald Schmalzle is valued at $30.19 per share. This figure represents the grant or fair value per share used for the director retainer shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan.

Under which plan were Ronald Schmalzle’s NWFL director shares granted?

Ronald Schmalzle’s 45-share award was issued as Director Retainer Shares under the 2024 Equity Incentive Plan. This plan governs equity-based compensation for participants such as employees, outside directors, or director emeritus roles at NORWOOD FINANCIAL CORP.

How do Ronald Schmalzle’s NWFL equity awards vest over time?

Footnotes state that awards vest in three equal installments starting December 15, 2025, and December 15, 2026. Vesting continues annually thereafter during periods of continued service as an employee, outside director, or director emeritus at NORWOOD FINANCIAL CORP.

What indirect NWFL holdings does Ronald Schmalzle report on this Form 4?

Ronald Schmalzle reports indirect ownership of two restricted stock positions of 825 and 550 shares, plus 27,768 shares held in an IRA. These indirect positions supplement his directly held common stock at NORWOOD FINANCIAL CORP disclosed in the same Form 4.

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

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Accepted by SEC EDGAR 06/12/2026 - 09:58 AM EDT

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)
06/10/2026

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)
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	06/10/2026		A		45⁽¹⁾	A	$30.19	8,835	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)
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	06/12/2026
	** 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