[Form 4] Norwood Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Columbus Circle Capital Corp I (CCCM) filed an 8-K dated 28 Jul 2025 announcing execution of the First Amendment to its 23 Jun 2025 Business Combination Agreement with ProCap Financial and related entities. The amendment reallocates 15% of the “Adjustment Shares”—Pubco common stock to be calculated on a $516.5 million multiple and Bitcoin price movement—from ProCap unitholders to CCCM’s non-redeeming public shareholders. It also corrects scrivener’s errors; all other terms of the BCA remain unchanged.

The change is designed to incent shareholders to keep their shares through closing, potentially lowering redemption pressure ahead of the planned de-SPAC. A joint press release (Ex. 99.1) was furnished but not filed; the full amendment is provided as Ex. 2.1. CCCM and Pubco intend to file a Form S-4 registration statement containing the proxy/prospectus for shareholder approval. No financial results, valuation revisions or closing timeline updates were included.

Positive

• 15% of Adjustment Shares redirected to non-redeeming public shareholders, enhancing their post-merger stake and potentially curbing redemptions.

Negative

• Dilution for ProCap unitholders indicates management concern over redemption risk.
• Deal economics remain tied to Bitcoin price volatility, adding uncertainty.

Insights

SPAC Analyst

TL;DR: 15% of Adjustment Shares shift to public holders, sweetening terms and targeting lower redemptions.

Analysis: Moving a meaningful slice of contingent equity from ProCap insiders to CCCM’s non-redeeming shareholders improves the public float and aligns incentives ahead of the vote. Because Adjustment Shares scale with Bitcoin pricing, the give-up underscores management’s urgency to secure sufficient cash in trust. Although no valuation metrics changed, the amendment modestly enhances deal optics and could reduce redemption-related cash leakage, a common SPAC hurdle. Overall, it’s incrementally positive for current CCCM holders.

Risk Analyst

TL;DR: Share shift helps retention but highlights redemption concern; deal still faces crypto-linked volatility.

While the amendment rewards loyal shareholders, it dilutes ProCap unitholders and signals apprehension over potential high redemptions. Completion is still subject to shareholder approval, SEC review of the pending S-4, and Bitcoin price fluctuations baked into the Adjustment Share formula. Numerous forward-looking statements and risk factors reaffirm that regulatory hurdles, crypto volatility and listing approvals could derail timing or economics. Net impact is neutral until redemption levels are known.

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).

1. Name and Address of Reporting Person^*

Donnelly James O

(Last) (First) (Middle)

717 MAIN STREET

(Street)

HONESDALE PA 18431

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/25/2025		P		100	A	$24.4	8,463	D
Common Stock								300(1)	I	Restricted Stock
Common Stock								1,500(2)	I	Restricted Stock
Common Stock								5,157(3)	I	Restricted Stock
Common Stock								5,923(4)	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. Award vests at a rate of 70% as of the one-year anniversary of the date of the grant, May 10, 2022, and then at a rate of 10% annually thereafter until such stock award shares are fully vested.

2. 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.

3. 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.

4. Award vests in five equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

	/s/ James O. Donnelly by John M. McCaffery Attorney-in-Fact	07/28/2025
	** 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.

FAQ

What did CCCM announce in the 8-K filed on 28 July 2025?

It executed a First Amendment to the Business Combination Agreement, reallocating 15% of Adjustment Shares to non-redeeming public shareholders and correcting errors.

How many Adjustment Shares are affected by the amendment?

15% of the total Adjustment Shares, the exact number to be set at closing based on a $516.5 million multiple and Bitcoin price change.

Why were the shares reallocated to CCCM public shareholders?

To incentivize shareholders not to redeem their shares, thus preserving cash in trust for the de-SPAC transaction.

Does the amendment change the overall terms of the ProCap merger?

No, except for the share reallocation and scrivener’s corrections, the original BCA dated 23 Jun 2025 remains in full force.

What exhibits were included with this 8-K filing?

Ex. 2.1 First Amendment to the BCA, Ex. 99.1 joint press release, and Ex. 104 cover-page XBRL data file.

What is the next regulatory step for the Business Combination?

CCCM and Pubco plan to file a Form S-4 containing a proxy statement/prospectus for shareholder approval.