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Norwood Financial Corp (NWFL) director receives new share grant

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nolan Alexandra K reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Alexandra K. Nolan received a grant of 43 shares of common stock at $31.8800 per share as Director Retainer Shares under the 2024 Equity Incentive Plan, for total direct holdings of 2,894.0000 shares. She also reports indirect holdings through restricted stock and trusts, including 65,306.0000 shares held by the Alexandra K. Nolan Trust and 217,077.0000 shares held by the Michael C. Nolan Trust. Footnotes state that these equity awards vest in equal installments over multiple years, contingent on continued service.

Positive

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Insider Nolan Alexandra K
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 43 $31.88 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,894 shares (Direct); Common Stock — 217,077 shares (Indirect, Michael C. Nolan Trust)
Footnotes (1)
  1. Director Retainer Shares issued under the 2024 Equity Incentive Plan. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. 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. 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. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. 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.
Director grant size 43.0000 shares Grant, award, or other acquisition of common stock on 2026-07-10
Grant price $31.8800 per share Value assigned to Director Retainer Shares under the 2024 Equity Incentive Plan
Direct holdings after grant 2894.0000 shares Total common stock held directly by Alexandra K. Nolan following the award
Alexandra K. Nolan Trust holdings 65306.0000 shares Common stock held indirectly through the Alexandra K. Nolan Trust
Michael C. Nolan Trust holdings 217077.0000 shares Common stock held indirectly through the Michael C. Nolan Trust
Largest restricted stock lot 825.0000 shares One of several indirect restricted stock positions reported for the director
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
"nature_of_ownership: Restricted Stock for several indirect holdings."
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
"during such periods of continued service as an Employee, Outside Director or Director Emeritus."

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FAQ

What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Alexandra K. Nolan?

Alexandra K. Nolan, a director of Norwood Financial, received a grant of 43 common shares at $31.8800 per share as Director Retainer Shares under the 2024 Equity Incentive Plan, bringing her direct holdings to 2,894.0000 shares of the company’s common stock.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Alexandra K. Nolan now hold directly?

After the reported grant, Alexandra K. Nolan holds 2,894.0000 shares of Norwood Financial common stock directly. This figure reflects her ownership immediately following the 43-share award recorded on July 10, 2026, in the non-derivative holdings table.

What indirect NORWOOD FINANCIAL CORP (NWFL) holdings are associated with Alexandra K. Nolan?

In addition to direct shares, holdings are reported indirectly through restricted stock and trusts. These include 65,306.0000 shares held by the Alexandra K. Nolan Trust and 217,077.0000 shares held by the Michael C. Nolan Trust, plus several smaller restricted stock positions.

At what price were Alexandra K. Nolan’s new NORWOOD FINANCIAL CORP (NWFL) shares recorded?

The 43 new Norwood Financial common shares for Alexandra K. Nolan were recorded at $31.8800 per share. The transaction is coded as a grant or award rather than an open-market purchase, reflecting director retainer compensation in stock.

How do Alexandra K. Nolan’s equity awards in NORWOOD FINANCIAL CORP (NWFL) vest over time?

Footnotes state that Nolan’s equity awards vest in equal installments over multiple years, beginning on specified dates from December 14, 2022 through December 15, 2026, and require continued service as an Employee, Outside Director or Director Emeritus for vesting to continue.

What is the source of Alexandra K. Nolan’s new NORWOOD FINANCIAL CORP (NWFL) shares?

The 43-share award to Alexandra K. Nolan consists of Director Retainer Shares issued under Norwood Financial’s 2024 Equity Incentive Plan. This reflects stock-based compensation rather than a market purchase, as described in the accompanying footnote.
SEC Form 4
FORM 4UNITED 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*
Nolan Alexandra K

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/10/2026A43(1)A$31.882,894D
Common Stock217,077IMichael C. Nolan Trust
Common Stock65,306IAlexandra K. Nolan Trust
Common Stock40(2)IRestricted Stock
Common Stock280(3)IRestricted Stock
Common Stock420(4)IRestricted Stock
Common Stock550(5)IRestricted Stock
Common Stock82(5)IRestricted Stock
Common Stock825(6)IRestricted 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. Award vests in five equal installments beginning on December 14, 2022 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 13, 2023 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 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
6. 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/ Alexandra K. Nolan by Mackenzie Jackson, Power of Attorney07/14/2026
** Signature of Reporting PersonDate
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)