[Form 4] Norwood Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

James O. Donnelly, reporting person and the President & CEO and a director of Norwood Financial Corp (NWFL), reported a purchase transaction on the Form 4 filed for transactions dated 08/06/2025. The filing shows a purchase of 200 shares of common stock at a reported price of $23.90, resulting in 8,663 shares beneficially owned directly following the transaction. The form was signed by attorney-in-fact John M. McCaffery on 08/06/2025.

The filing also discloses indirect beneficial ownership of restricted stock reported as 300, 1,500, 5,157, and 5,923 shares, each subject to the vesting schedules described in the form: one award with a 70% vest at the one-year anniversary of May 10, 2022 and 10% annually thereafter, and three awards vesting in five equal annual installments beginning on 12/13/2023, 12/12/2024, and 12/15/2025, respectively.

Positive

• Insider purchase recorded: 200 shares acquired at $23.90
• Clear disclosure of restricted stock awards with detailed vesting schedules

Negative

• None.

Insights

Financial Analyst

TL;DR: Small insider purchase by the CEO on 08/06/2025; transaction size is modest and unlikely to be material to valuation.

The Form 4 documents a direct purchase of 200 shares at $23.90, taking direct beneficial ownership to 8,663 shares. For a public-company analyst, this is a routine disclosure: it confirms continued insider ownership but is small in absolute terms relative to typical outstanding share counts. The filing also lists multiple restricted stock awards with staged vesting, indicating ongoing equity-based compensation rather than a one-time grant. Overall, the disclosure is factual and provides transparency on executive holdings without indicating a material change in company capitalization.

Corporate Governance Expert

TL;DR: Form 4 shows standard insider reporting: a small purchase and several restricted awards with defined vesting schedules.

The report identifies James O. Donnelly as both a director and the President & CEO and records a 200-share purchase and multiple indirect holdings of restricted stock (300; 1,500; 5,157; 5,923). The award explanations include explicit vesting milestones and dates, which satisfy disclosure requirements about the nature and timing of equity compensation. The filing was executed via attorney-in-fact, consistent with standard practice when a reporting person uses a designated agent to file.

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
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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^*

Donnelly James O

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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	08/06/2025		P		200	A	$23.9	8,663	D
Common Stock								300(1)	I	Restricted Stock
Common Stock								1,500(2)	I	Restricted Stock
Common Stock								5,157(3)	I	Restricted Stock
Common Stock								5,923(4)	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 at a rate of 70% as of the one-year anniversary of the date of the grant, May 10, 2022, and then at a rate of 10% annually thereafter until such stock award shares are fully vested.

2. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

3. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

4. Award vests in five 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.

	/s/ James O. Donnelly by John M. McCaffery Attorney-in-Fact	08/06/2025
	** 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

Who filed the Form 4 for Norwood Financial (NWFL)?

The reporting person is James O. Donnelly, who is identified as President & CEO and a director.

What transaction was reported on the NWFL Form 4?

A purchase of 200 shares of common stock at a reported price of $23.90 with transaction date 08/06/2025.

How many shares does James O. Donnelly beneficially own after the reported transaction?

The Form 4 reports 8,663 shares beneficially owned directly following the transaction.

What restricted stock awards are disclosed in the filing?

The filing discloses indirect restricted stock holdings of 300, 1,500, 5,157, and 5,923 shares with the vesting schedules specified in the form.

When were the vesting schedules for the restricted awards set to begin?

Vesting begins at specified dates: one award references a one-year anniversary of May 10, 2022 (70% then 10% annually thereafter), and others begin on 12/13/2023, 12/12/2024, and 12/15/2025 in five equal annual installments.

Who signed the Form 4 filing?

The form was signed by attorney-in-fact John M. McCaffery on 08/06/2025.