Norwood Financial Corp (NWFL) director granted 43-share stock award under 2024 plan

Rhea-AI Filing Summary

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

NORWOOD FINANCIAL CORP director James Shook reported a grant of 43 shares of common stock on July 10, 2026, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan at $31.88 per share. The award vests in three equal installments beginning on December 15, 2026 and annually thereafter during continued service. Following this grant, Shook holds 9,486 common shares directly, and a separate line shows 825 shares of restricted stock held indirectly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Shook James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	43	$31.88	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,486 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

Shares granted: 43 shares Grant price per share: $31.88 per share Direct holdings after grant: 9,486 shares +2 more

5 metrics

Shares granted 43 shares Director Retainer Shares of common stock granted to James Shook on July 10, 2026

Grant price per share $31.88 per share Reported transaction price for the 43-share common stock award

Direct holdings after grant 9,486 shares Common shares held directly by James Shook following the reported award

Indirect restricted stock 825 shares Restricted stock reported as held indirectly by James Shook

Vesting installments 3 installments Award vests in three equal installments starting December 15, 2026

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, grant/award acquisition

4 terms

Director Retainer Shares financial

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

2024 Equity Incentive Plan financial

"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.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 03:33 PM Accepted by SEC EDGAR 07/14/2026 - 03:32 PM Learn about SEC filing dates

FAQ

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

James Shook reported a grant of 43 shares of Norwood Financial common stock at $31.88 per share as Director Retainer Shares under the 2024 Equity Incentive Plan, with a defined multi-year vesting schedule tied to continued service.

How many NORWOOD FINANCIAL CORP (NWFL) shares does James Shook hold after the reported transactions?

After the reported grant, James Shook holds 9,486 shares of Norwood Financial common stock directly. The filing also lists 825 shares of restricted stock held indirectly, reported separately from his direct holdings in the ownership table.

What is the vesting schedule for James Shook’s new NWFL stock award?

The 43-share award vests in three equal installments, beginning on December 15, 2026 and annually thereafter. Vesting requires continued service as an Employee, Outside Director or Director Emeritus, as specifically described in the award footnote.

Was James Shook’s NWFL Form 4 transaction an open-market purchase or a grant?

The filing describes the transaction as a grant/award acquisition of 43 common shares, not an open-market purchase. Footnotes clarify these are Director Retainer Shares issued under the 2024 Equity Incentive Plan as part of director compensation.

What price per share is associated with James Shook’s NWFL stock grant?

The reported director stock grant is associated with a value of $31.88 per share for the 43 common shares. This figure reflects the transaction price disclosed in the Form 4’s non-derivative transaction table for the award acquisition.

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)
07/10/2026

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	07/10/2026		A		43(1)	A	$31.88	9,486	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	07/14/2026
	** 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)