What plan governs the latest NORWOOD FINANCIAL CORP (NWFL) share grant to Marissa S. Nacinovich?

The 40-share grant to Marissa S. Nacinovich consists of Director Retainer Shares issued under Norwood Financial’s 2024 Equity Incentive Plan, as described in the transaction footnote for the August 10, 2026 award.

Norwood Financial director granted 40 shares

Q: What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Marissa S. Nacinovich?

Marissa S. Nacinovich received a grant of 40 shares of Norwood Financial common stock as Director Retainer Shares at $34.02 per share, issued under the 2024 Equity Incentive Plan on August 10, 2026.

Q: How many NORWOOD FINANCIAL CORP (NWFL) shares does Marissa S. Nacinovich hold after this grant?

After the grant, Marissa S. Nacinovich holds 612 shares of Norwood Financial common stock directly and 825 shares indirectly as restricted stock, according to the reported post-transaction holdings.

Q: What is the vesting schedule for Marissa S. Nacinovich’s restricted NORWOOD FINANCIAL CORP (NWFL) stock?

The restricted stock award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Q: Was the NORWOOD FINANCIAL CORP (NWFL) director grant reported under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not selected, so the August 10, 2026 director share grant was not affirmed as made pursuant to a Rule 10b5-1 trading plan.

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

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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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 received a grant of 40 shares of common stock on August 10, 2026 as Director Retainer Shares issued under the 2024 Equity Incentive Plan at $34.02 per share, bringing her directly held shares to 612 and indirectly held restricted stock to 825, which vests in three equal installments beginning December 15, 2026 and annually thereafter during continued service.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 2 txns

Insider Nacinovich Marissa S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	40	$34.02	$1K
holding	Common Stock ^F2	--	--	--

Holdings After Transaction: Common Stock — 612 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (2)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
F2. 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: 40 shares Grant price: $34.02 per share Direct holdings after grant: 612 shares +1 more

4 metrics

Shares granted 40 shares Director Retainer Shares issued on August 10, 2026

Grant price $34.02 per share Common stock grant to director on August 10, 2026

Direct holdings after grant 612 shares Total directly held Norwood Financial common stock post-transaction

Indirect restricted stock holdings 825 shares Restricted stock position, vesting in three equal installments from December 15, 2026

Key Terms

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

4 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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Marissa S. Nacinovich?

Marissa S. Nacinovich received a grant of 40 shares of Norwood Financial common stock as Director Retainer Shares at $34.02 per share, issued under the 2024 Equity Incentive Plan on August 10, 2026.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Marissa S. Nacinovich hold after this grant?

After the grant, Marissa S. Nacinovich holds 612 shares of Norwood Financial common stock directly and 825 shares indirectly as restricted stock, according to the reported post-transaction holdings.

What is the vesting schedule for Marissa S. Nacinovich’s restricted NORWOOD FINANCIAL CORP (NWFL) stock?

The restricted stock award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Was the NORWOOD FINANCIAL CORP (NWFL) director grant reported under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not selected, so the August 10, 2026 director share grant was not affirmed as made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/11/2026 - 04:26 PM EDT

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)
08/10/2026

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	08/10/2026		A		40⁽¹⁾	A	$34.02	612	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	08/11/2026
	** 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