Norwood director granted 39 retainer shares

A NORWOOD FINANCIAL CORP director received a small equity grant and holds additional restricted stock that vests over several years.

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (symbol: NWFL) is the issuer of record for a Form 4 filing submitted to the SEC. Shook James reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP (NWFL) director James Shook received a grant of 39 shares of Common Stock on September 10, 2026 as Director Retainer Shares issued under the 2024 Equity Incentive Plan at $34.47 per share, bringing his directly held Common Stock to 12,665 shares.

He also holds 825 shares of Common Stock as restricted stock indirectly, with this award scheduled to vest in three equal installments beginning on December 15, 2026 and annually thereafter during continued service as an Employee, Outside Director or Director Emeritus. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

Grant/Award: 39 shares

Grant/Award 2 txns

Insider Shook James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	39	$34.47	$1K
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 12,665 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (2)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. 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: 39 shares of Common Stock Grant value per share: $34.47 per share Direct holdings after grant: 12,665 shares of Common Stock +3 more

6 metrics

Shares granted 39 shares of Common Stock Director retainer share grant on September 10, 2026

Grant value per share $34.47 per share Value assigned to the 39-share director retainer grant

Direct holdings after grant 12,665 shares of Common Stock Direct ownership reported following the September 10, 2026 grant

Restricted stock holdings 825 shares of Common Stock Indirectly held as restricted stock

Vesting installments 3 equal installments Schedule for the restricted stock award

Vesting start date December 15, 2026 First vesting date for the restricted stock award

Key Terms

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

3 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"

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 transaction did NWFL director James Shook report on this Form 4?

He reported a grant of 39 shares of NORWOOD FINANCIAL CORP Common Stock on September 10, 2026, received as Director Retainer Shares issued under the 2024 Equity Incentive Plan, at a reported value of $34.47 per share.

How many NWFL shares does James Shook hold directly after this Form 4 transaction?

After the grant, James Shook holds 12,665 shares of NORWOOD FINANCIAL CORP Common Stock directly. This figure reflects his direct ownership position reported following the September 10, 2026 award.

What restricted stock holdings in NWFL does James Shook report?

He reports 825 shares of NORWOOD FINANCIAL CORP Common Stock held indirectly as restricted stock. This award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service.

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

The restricted stock award vests in three equal installments, starting on December 15, 2026 and then annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Was James Shook’s NWFL Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with these transactions, meaning the grant and reported holdings are not described as being made under such a pre-arranged plan.

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

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Available on EDGAR 09/11/2026 - 02:21 PM Accepted by SEC EDGAR 09/11/2026 - 02:20 PM Learn about SEC filing dates

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)
09/10/2026

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	09/10/2026		A		39(1)	A	$34.47	12,665	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	09/11/2026
	** 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)