Norwood Financial (NWFL) director purchase of 3,100 shares at $34.55

Rhea-AI Filing Summary

Norwood Financial Corp director James Shook purchased 3,100 shares of Common Stock on July 28, 2026 at $34.55 per share. After this open-market or private transaction, he directly owns 12,586 shares and indirectly holds 825 shares of restricted stock vesting in three equal installments beginning December 15, 2026.

Insider Trade Summary

Net Buyer: 3,100 shares

Net Buy 2 txns

Insider Shook James

Role Director

Bought 3,100 shs ($107K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	3,100	$34.55	$107K
holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 12,586 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (1)

1. F1. 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

Shares purchased: 3,100 shares Purchase price: $34.55 per share Direct holdings after transaction: 12,586 shares +2 more

5 metrics

Shares purchased 3,100 shares Common Stock purchased on July 28, 2026

Purchase price $34.55 per share Price for the 3,100-share Common Stock purchase

Direct holdings after transaction 12,586 shares Total directly owned Common Stock following the purchase

Restricted stock holdings 825 shares Indirect ownership reported as Restricted Stock

Restricted stock vesting start December 15, 2026 First vesting date for the 825 restricted shares, in three equal installments

Key Terms

Restricted Stock, Director Emeritus, indirect ownership

3 terms

Restricted Stock financial

"nature_of_ownership reported as "Restricted Stock" for 825 indirectly held shares"

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.

Director Emeritus financial

"Award vests ... during such periods of continued service as an Employee, Outside Director or Director Emeritus"

indirect ownership financial

"Ownership type reported as indirect (I) for the 825 shares of restricted stock"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/30/2026 - 10:36 AM Accepted by SEC EDGAR 07/30/2026 - 10:36 AM Learn about SEC filing dates

FAQ

What insider trade did Norwood Financial (NWFL) director James Shook report?

James Shook reported buying 3,100 shares of Norwood Financial Common Stock on July 28, 2026 at $34.55 per share. The transaction is coded as a purchase in an open-market or private transaction, increasing his reported ownership stake in the company.

How many Norwood Financial (NWFL) shares does James Shook own after this trade?

Following the reported transaction, James Shook directly owns 12,586 shares of Norwood Financial Common Stock. He also indirectly holds 825 shares of restricted stock, according to the filing, providing a clearer picture of his total reported equity exposure.

At what price did James Shook buy Norwood Financial (NWFL) stock?

The reported purchase price was $34.55 per share for 3,100 shares of Norwood Financial Common Stock. The transaction code description identifies this as a purchase in an open-market or private transaction executed on July 28, 2026.

What is the vesting schedule for James Shook’s restricted Norwood Financial (NWFL) shares?

The filing shows 825 restricted shares that vest in three equal installments beginning on December 15, 2026. Vesting continues annually thereafter during periods of continued service as an Employee, Outside Director, or Director Emeritus, as described in the footnote.

Was James Shook’s Norwood Financial (NWFL) trade under a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox in the filing is not checked. This means the reported purchase is not identified in the document as being made pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

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^*

Shook James

(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)
07/28/2026

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	07/28/2026		P		3,100	A	$34.55	12,586	D
Common Stock								825(1)	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 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/James Shook by Mackenzie Jackson, Power of Attorney	07/30/2026
	** 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)