Director receives 45 Norwood Financial (NWFL) shares as equity retainer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nacinovich Marissa S reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Marissa S. Nacinovich reported receiving an equity award of 45 shares of Common Stock on April 10, 2026. The award, described as Director Retainer Shares under the 2024 Equity Incentive Plan, was valued at $30.39 per share.

After this grant, she holds 439 Common Stock shares directly and 825 shares indirectly as Restricted Stock. The new award vests in three equal installments beginning on December 15, 2026 and annually thereafter, conditioned on continued service in an eligible board role.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nacinovich Marissa S

Role Director

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

Holdings After Transaction: Common Stock — 439 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (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

Equity award size: 45 shares Grant value per share: $30.39 per share Direct holdings after grant: 439 shares +3 more

6 metrics

Equity award size 45 shares Director Retainer Shares grant on April 10, 2026

Grant value per share $30.39 per share Reference price for Common Stock award

Direct holdings after grant 439 shares Total Common Stock directly owned post-transaction

Indirect restricted holdings 825 shares Common Stock reported as Restricted Stock, indirect ownership

Vesting installments 3 installments Award vests in three equal annual tranches

Vesting start date December 15, 2026 First vesting date for Director Retainer Shares

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, vests in three equal installments, +1 more

5 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."

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.

vests in three equal installments financial

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

Outside Director financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

Form 4 Insider Transactions: What Each Field Means →

04/14/2026 - 01:32 PM

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^*

Nacinovich Marissa S

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/10/2026		A		45⁽¹⁾	A	$30.39	439	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/Marissa S Nacinovich 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Norwood Financial (NWFL) director Marissa Nacinovich report in this Form 4?

Director Marissa S. Nacinovich reported an equity compensation grant of 45 shares of Norwood Financial Common Stock. The award is part of Director Retainer Shares issued under the 2024 Equity Incentive Plan, rather than an open-market stock purchase.

How many Norwood Financial (NWFL) shares were granted to director Marissa Nacinovich?

She was granted 45 shares of Norwood Financial Common Stock at a reference value of $30.39 per share. These Director Retainer Shares are compensation under the 2024 Equity Incentive Plan, increasing her direct ownership position reported in the filing.

What is the vesting schedule for Marissa Nacinovich’s 2024 Equity Incentive Plan award at NWFL?

The award vests in three equal installments starting on December 15, 2026. Additional installments occur annually thereafter, as long as she continues serving as an employee, outside director, or director emeritus, aligning vesting with ongoing board-related service.

How many Norwood Financial (NWFL) shares does Marissa Nacinovich own after this transaction?

After the reported grant, she directly owns 439 shares of Norwood Financial Common Stock. The filing also lists 825 additional shares held indirectly as Restricted Stock, providing a combined view of her reported direct and restricted equity interests.

Is Marissa Nacinovich’s NWFL Form 4 transaction a market purchase or a compensation award?

The Form 4 reflects a grant or award acquisition, not an open-market purchase. It records 45 Director Retainer Shares issued as equity compensation under the 2024 Equity Incentive Plan, with vesting tied to her continued service in eligible roles.

What does the Restricted Stock holding mean in Marissa Nacinovich’s NWFL filing?

The filing shows 825 shares classified as Restricted Stock held indirectly. Restricted Stock typically represents shares subject to vesting or service conditions, and this entry summarizes an existing position rather than a new transaction on the reported date.