NWFL director receives 45-share equity grant

Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.

(Neutral)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Joseph W. Carroll received an equity grant of 45 shares of Common Stock at $30.39 per share on April 10, 2026. The footnote states these are Director Retainer Shares issued under the 2024 Equity Incentive Plan, reflecting routine board compensation rather than an open-market purchase.

Following this award, Carroll directly holds 41,594 Common Stock shares. He also has indirect holdings reported as 7,247 shares held by his spouse, 724 shares held in his IRA, and 724 shares held in his spouse’s IRA.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 4 txns

Insider Carroll Joseph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.39	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,594 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse); Common Stock — 724 shares (Indirect, By IRA); Common Stock — 724 shares (Indirect, By Sposue IRA)

Footnotes (1)

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

Key Figures

Director Retainer Grant: 45 shares Grant Reference Price: $30.39 per share Direct Holdings After Grant: 41,594 shares +3 more

6 metrics

Director Retainer Grant 45 shares Common Stock grant on April 10, 2026

Grant Reference Price $30.39 per share Director Retainer Shares under 2024 Equity Incentive Plan

Direct Holdings After Grant 41,594 shares Common Stock directly owned following April 10, 2026 award

Spouse Indirect Holdings 7,247 shares Common Stock held by spouse as indirect ownership

IRA Indirect Holdings 724 shares Common Stock held by IRA as indirect ownership

Spouse IRA Indirect Holdings 724 shares Common Stock held by spouse’s IRA as indirect ownership

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect ownership

3 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."

indirect ownership financial

"Indirect holdings reported as By Spouse, By IRA, and By Sposue IRA."

FAQ

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

What did NWFL director Joseph W. Carroll report in this Form 4?

Director Joseph W. Carroll reported receiving 45 shares of NORWOOD FINANCIAL CORP Common Stock as Director Retainer Shares at $30.39 per share. The award was issued under the 2024 Equity Incentive Plan and represents routine equity-based board compensation, not an open-market stock purchase.

Is the NWFL Form 4 for Joseph W. Carroll a stock purchase or an equity grant?

The Form 4 shows an equity grant, not an open-market purchase. Carroll acquired 45 Common Stock shares coded as a grant or award, described as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting standard non-cash compensation for board service at NORWOOD FINANCIAL CORP.

How many NORWOOD FINANCIAL CORP shares does Joseph W. Carroll hold after this grant?

After the grant, Carroll directly holds 41,594 NORWOOD FINANCIAL CORP Common Stock shares. The filing also reports indirect holdings of 7,247 shares by his spouse, 724 shares in his IRA, and 724 shares in his spouse’s IRA, providing a fuller picture of his reported ownership.

What is the role of the 2024 Equity Incentive Plan in this NWFL Form 4?

The 2024 Equity Incentive Plan is the program under which the 45 Director Retainer Shares were issued to Carroll. The footnote explains that these Common Stock shares were granted as part of board compensation, illustrating how NORWOOD FINANCIAL CORP uses equity incentives for its directors.

How is indirect ownership reported in Joseph W. Carroll’s NWFL Form 4?

The Form 4 identifies separate indirect holdings: 7,247 Common Stock shares held by his spouse, 724 shares held by his IRA, and 724 shares held by his spouse’s IRA. Each position is labeled as indirect ownership, distinguishing these from Carroll’s directly held 41,594 shares.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 04/14/2026 - 02:01 PM 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^*

Carroll Joseph W

(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)
04/10/2026

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	04/10/2026		A		45⁽¹⁾	A	$30.39	41,594	D
Common Stock								7,247	I	By Spouse
Common Stock								724	I	By IRA
Common Stock								724	I	By Sposue IRA

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.

	/s/ Joseph W. Carroll By: Mackenzie Jackson, Power of Attorney	04/14/2026
	** 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