Norwood Financial director awarded 39-share grant

A NORWOOD FINANCIAL CORP director received equity retainer shares and holds additional restricted stock that vests over three years.

Available on EDGAR 09/11/2026 - 02:33 PM EDT Accepted by SEC EDGAR 09/11/2026 - 02:33 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (NWFL) reported that director Marissa S. Nacinovich acquired 39 shares of Common Stock on September 10, 2026 as a grant of Director Retainer Shares under the 2024 Equity Incentive Plan at $34.47 per share. Following this grant, she holds 651 shares directly and 825 shares as restricted stock indirectly. The restricted stock award vests in three equal installments beginning on December 15, 2026 and annually thereafter during continued service.

Insider Trade Summary

Grant/Award: 39 shares

Grant/Award 1 txn

Insider Nacinovich Marissa S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	39	$34.47	$1K
Holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 651 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Holdings Before and After: Common Stock, 612 to 651 shares (Direct)

Footnotes (2)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. F2. 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 granted: 39 shares Grant price: $34.47 per share Direct holdings after grant: 651 shares +3 more

6 metrics

Shares granted 39 shares Director Retainer Shares of Common Stock granted on September 10, 2026

Grant price $34.47 per share Price for the 39 Director Retainer Shares granted on September 10, 2026

Direct holdings after grant 651 shares Common Stock held directly by the director following the September 10, 2026 grant

Indirect restricted stock holdings 825 shares Common Stock held as restricted stock indirectly after the reported transactions

Vesting schedule installments 3 installments Restricted stock vests in three equal installments beginning December 15, 2026

First vesting date December 15, 2026 Start of three equal annual vesting installments for the restricted stock award

Key Terms

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

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

"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."

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.

vests financial

"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."

FAQ

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

What insider transaction did NWFL director Marissa S. Nacinovich report?

She reported acquiring 39 shares of Common Stock on September 10, 2026 as a grant of Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan at $34.47 per share.

How many NORWOOD FINANCIAL CORP (NWFL) shares does the director hold after this Form 4?

After the reported grant, Marissa S. Nacinovich holds 651 shares of Common Stock directly and 825 shares of Common Stock as restricted stock indirectly, according to the filing.

At what price were the NWFL Director Retainer Shares granted on September 10, 2026?

The Director Retainer Shares were granted at $34.47 per share for 39 shares of NORWOOD FINANCIAL CORP Common Stock on September 10, 2026.

How does the restricted stock held by the NWFL director vest?

The filing states the award of restricted stock vests in three equal installments beginning on December 15, 2026 and annually thereafter during continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Was the NWFL director’s September 10, 2026 transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan; the document-level trading-plan checkbox is not marked as being under such a plan.

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

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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^*

Nacinovich Marissa S

(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)
09/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2026		A		39(1)	A	$34.47	651	D
Common Stock								825(2)	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. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

2. 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/Marissa S Nacinovich by Mackenzie Jackson, Power of Attorney	09/11/2026
	** 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)