Norwood Financial (NWFL) director granted 40-share equity award under 2024 plan

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 40 shares of common stock on 2026-08-10 at a value of $34.02 per share. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, bringing his directly held common stock to 41,867 shares. He also reports indirect holdings of 7,247 shares by spouse, 1,100 shares by IRA, and 1,100 shares by spouse IRA.

Insider Trade Summary

Net Buyer: 40 shares

Net Buy 4 txns

Insider Carroll Joseph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	40	$34.02	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,867 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse); Common Stock — 1,100 shares (Indirect, By IRA); Common Stock — 1,100 shares (Indirect, By Spouse IRA)

Footnotes (1)

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

Key Figures

Shares granted: 40 shares Grant value per share: $34.02 per share Direct holdings after grant: 41,867 shares +2 more

5 metrics

Shares granted 40 shares Director Retainer Shares issued 2026-08-10 under 2024 Equity Incentive Plan

Grant value per share $34.02 per share Value reported for 40-share director equity grant

Direct holdings after grant 41,867 shares Common stock directly owned by Joseph W. Carroll following the award

Indirect holdings by spouse 7,247 shares Common stock held indirectly by spouse

Indirect holdings by IRA and spouse IRA 1,100 shares each Common stock held indirectly by IRA and by spouse IRA

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

"total_shares_following_transaction 7247.0000, ownership_type indirect, nature_of_ownership By Spouse"

FAQ

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

Joseph W. Carroll reported a grant of 40 shares of NORWOOD FINANCIAL CORP common stock on 2026-08-10. These were Director Retainer Shares issued under the 2024 Equity Incentive Plan as part of his board compensation.

At what price were Joseph W. Carroll’s new NWFL shares valued?

The 40 newly granted NWFL shares were valued at $34.02 per share. This value is reported for the equity award issued as Director Retainer Shares under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan.

How many NWFL shares does Joseph W. Carroll hold directly after this transaction?

After the 40-share equity grant, Joseph W. Carroll holds 41,867 shares of NORWOOD FINANCIAL CORP common stock directly. This figure reflects his direct ownership position as of the 2026-08-10 reporting date.

What indirect NWFL holdings are reported for Joseph W. Carroll?

Indirectly, Joseph W. Carroll reports 7,247 shares by spouse, 1,100 shares by IRA, and 1,100 shares by spouse IRA. These entries reflect indirect ownership of NORWOOD FINANCIAL CORP common stock through related accounts.

Was this NWFL Form 4 transaction a market buy or a compensation grant?

The Form 4 reports a compensation grant, not a market purchase. The 40 shares are described as Director Retainer Shares issued under the 2024 Equity Incentive Plan, indicating a grant/award acquisition for board service.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 04:44 PM Accepted by SEC EDGAR 08/11/2026 - 04:43 PM Learn about SEC filing dates

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)
08/10/2026

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	08/10/2026		A		40(1)	A	$34.02	41,867	D
Common Stock								7,247	I	By Spouse
Common Stock								1,100	I	By IRA
Common Stock								1,100	I	By Spouse 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)
				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.

	/s/ Joseph W. Carroll By: Mackenzie Jackson, Power of Attorney	08/11/2026
	** 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)