STOCK TITAN

NORWOOD FINANCIAL (NWFL) director gets 45-share equity award and updates holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nolan Alexandra K reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Alexandra K. Nolan reported a small equity award. She received a grant of 45 shares of common stock at $30.20 per share as director retainer shares under the 2024 Equity Incentive Plan, bringing her directly held common stock to 2,806 shares. The filing also lists indirect holdings of restricted stock and trust-owned shares, including 65,306 shares held by the Alexandra K. Nolan Trust and 217,077 shares held by the Michael C. Nolan Trust. Footnotes state that multiple restricted stock awards vest in equal annual installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued service.

Positive

  • None.

Negative

  • None.
Insider Nolan Alexandra K
Role null
Type Security Shares Price Value
Grant/Award Common Stock 45 $30.20 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,806 shares (Direct, null); Common Stock — 217,077 shares (Indirect, Michael C. Nolan Trust)
Footnotes (1)
  1. Director Retainer Shares issued under the 2024 Equity Incentive Plan. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. 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. 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. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable. 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.
Director award shares 45 shares Grant, award, or other acquisition of common stock
Grant price $30.20 per share Director retainer shares under 2024 Equity Incentive Plan
Direct shares after award 2,806 shares Total common stock directly held following the transaction
Alexandra K. Nolan Trust holding 65,306 shares Common stock held indirectly via Alexandra K. Nolan Trust
Michael C. Nolan Trust holding 217,077 shares Common stock held indirectly via Michael C. Nolan Trust
Indirect restricted stock block 825 shares Restricted stock listed as indirectly owned
Another restricted stock block 550 shares Restricted stock position with indirect ownership coding
Smaller restricted stock lot 420 shares Restricted stock holding reported as indirect ownership
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.
Director Retainer Shares financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan."
Equity Incentive Plan financial
"issued under the 2024 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Trust financial
"nature_of_ownership": "Alexandra K. Nolan Trust""
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
SEC Form 4
FORM 4UNITED 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*
Nolan Alexandra K

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026A45(1)A$30.22,806D
Common Stock217,077IMichael C. Nolan Trust
Common Stock65,306IAlexandra K. Nolan Trust
Common Stock40(2)IRestricted Stock
Common Stock280(3)IRestricted Stock
Common Stock420(4)IRestricted Stock
Common Stock550(5)IRestricted Stock
Common Stock82(5)IRestricted Stock
Common Stock825(6)IRestricted 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. Award vests in five equal installments beginning on December 14, 2022 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 13, 2023 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 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
6. 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/ Alexandra K. Nolan by Mackenzie Jackson, Power of Attorney05/13/2026
** Signature of Reporting PersonDate
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 director Alexandra K. Nolan report on this Form 4 for NWFL?

Alexandra K. Nolan reported receiving a small stock grant as part of director compensation. The filing shows a 45-share award of NORWOOD FINANCIAL CORP common stock and updates her direct and indirect holdings, including restricted stock and shares held in family trusts.

How many NORWOOD FINANCIAL CORP shares were granted to Alexandra K. Nolan and at what price?

The Form 4 shows a grant of 45 shares of NORWOOD FINANCIAL CORP common stock at $30.20 per share. This grant is coded as a compensation-related award rather than an open-market purchase and is described as director retainer shares under the 2024 Equity Incentive Plan.

What are Alexandra K. Nolan’s direct share holdings in NORWOOD FINANCIAL after this reported grant?

After the 45-share award, Alexandra K. Nolan directly holds 2,806 shares of NORWOOD FINANCIAL CORP common stock. This figure reflects only her direct ownership; the Form 4 separately lists additional indirect holdings through restricted stock positions and trust accounts associated with her and a family member.

What indirect NORWOOD FINANCIAL CORP holdings are reported for Alexandra K. Nolan on this Form 4?

The filing lists several indirect positions, including restricted stock blocks and trust accounts. Notably, it shows 65,306 common shares held by the “Alexandra K. Nolan Trust” and 217,077 common shares held by the “Michael C. Nolan Trust,” alongside smaller restricted stock holdings with indirect ownership coding.

How do the restricted stock awards for Alexandra K. Nolan vest at NORWOOD FINANCIAL CORP?

Footnotes explain that multiple awards vest in equal installments over time. Some vest in five equal installments starting on December 14, 2022, December 13, 2023, and December 12, 2024, while others vest in three equal installments beginning December 15, 2025 and December 15, 2026, subject to continued service.

Is Alexandra K. Nolan’s Form 4 for NWFL an open-market buy or a compensation grant?

The principal transaction is a compensation grant, not an open-market trade. It is coded with transaction code “A” and described as a grant, award, or other acquisition, representing director retainer shares under the 2024 Equity Incentive Plan rather than a discretionary market purchase or sale.