Norwood Financial (NASDAQ: NWFL) director granted 45-share retainer award

Rhea-AI Filing Summary

Shook James reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director James Shook received a stock award, increasing his holdings. He was granted 45 shares of Common Stock at $30.39 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan.

After this grant, he directly owns 8,978 shares of Common Stock. He also has an indirect holding of 825 Restricted Stock shares. The award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service.

Insights

Equity compensation analyst

Routine director equity grant modestly increases alignment with shareholders.

The filing shows director James Shook receiving 45 Common Stock shares as Director Retainer Shares under the 2024 Equity Incentive Plan at $30.39 per share. This is a compensation-related stock award, not an open-market purchase or sale.

Following the grant, he holds 8,978 shares directly and 825 Restricted Stock shares indirectly. The award vests in three equal installments starting on December 15, 2026, contingent on continued service, which helps tie compensation to ongoing board participation.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Shook James

Role Director

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

Holdings After Transaction: Common Stock — 8,978 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (1)

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

Director stock grant: 45 shares Grant reference price: $30.39 per share Direct holdings after grant: 8,978 shares +2 more

5 metrics

Director stock grant 45 shares Director Retainer Shares granted on April 10, 2026

Grant reference price $30.39 per share Common Stock award valuation

Direct holdings after grant 8,978 shares Common Stock directly owned by James Shook

Indirect restricted stock holdings 825 shares Restricted Stock held indirectly

Vesting start date December 15, 2026 First of three equal vesting installments

Key Terms

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

4 terms

2024 Equity Incentive Plan financial

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

Director Retainer Shares financial

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

Restricted Stock financial

"nature_of_ownership": "Restricted Stock""

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.

vesting financial

"Award vests in three equal installments beginning on December 15, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2026		A		45(1)	A	$30.39	8,978	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/James Shook 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)

FAQ

What did NORWOOD FINANCIAL CORP (NWFL) director James Shook report in this Form 4?

Director James Shook reported receiving 45 shares of NORWOOD FINANCIAL CORP Common Stock as a stock award. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan at a reference price of $30.39 per share.

Is the NWFL Form 4 for James Shook a stock purchase or a compensation grant?

The Form 4 reflects a grant/award acquisition, not an open-market purchase. Shook received 45 Common Stock shares as Director Retainer Shares under the 2024 Equity Incentive Plan, classified as a compensation-related grant rather than a discretionary buy or sell transaction.

How many NORWOOD FINANCIAL CORP shares does James Shook hold after this reported transaction?

After the reported grant, James Shook directly owns 8,978 Common Stock shares of NORWOOD FINANCIAL CORP. In addition, he has an indirect position of 825 Restricted Stock shares, reflecting equity compensation that typically vests over time under plan terms.

What are the vesting terms of James Shook’s new NWFL stock award?

The award vests in three equal installments, beginning on December 15, 2026. Vesting then continues annually, conditioned on Shook’s continued service as an Employee, Outside Director, or Director Emeritus, aligning the award with ongoing involvement at NORWOOD FINANCIAL CORP.

What plan governs the director stock award reported in the NWFL Form 4?

The director stock award is issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan. The Form 4 footnote describes the 45 shares as Director Retainer Shares granted pursuant to this plan, which provides equity-based compensation to eligible participants.

Does the Form 4 show any NORWOOD FINANCIAL CORP share sales by James Shook?

The Form 4 does not report any share sales by James Shook. It shows one grant of 45 Common Stock shares classified as a grant, award, or other acquisition, plus an indirect Restricted Stock holding entry, without any sale transactions indicated.