Norwood Financial director receives 46-share grant

Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 03/13/2026 - 12:38 PM EDT

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Form Type

Rhea-AI Filing Summary

Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Ronald R. Schmalzle received a grant of 46 shares of common stock on March 11, 2026 at $29.40 per share as director retainer shares under the 2024 Equity Incentive Plan. After this award, he holds 9,300 shares directly, plus additional indirect IRA and restricted stock holdings.

Insider Trade Summary

Grant/Award: 46 shares

Grant/Award 1 txn

Insider Schmalzle Ronald R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	46	$29.40	$1K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,300 shares (Direct); Common Stock — 26,468 shares (Indirect, IRA); Common Stock — 1,375 shares (Indirect, Restricted Stock)

Holdings Before and After: Common Stock, 9,254 to 9,300 shares (Direct)

Footnotes (3)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
F2. Award vests in three 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.
F3. 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.

FAQ

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What insider transaction did NWFL director Ronald Schmalzle report?

Ronald R. Schmalzle reported receiving a grant of 46 shares of NORWOOD FINANCIAL CORP common stock. The shares were issued as director retainer compensation under the 2024 Equity Incentive Plan, rather than being purchased on the open market.

At what price were the new NWFL shares granted to the director?

The 46 shares of NORWOOD FINANCIAL CORP common stock were granted at $29.40 per share. This reflects the value used for the equity award under the company’s 2024 Equity Incentive Plan as disclosed in the Form 4 filing.

How many NWFL shares does Ronald Schmalzle hold directly after this grant?

Following the 46-share grant, Ronald R. Schmalzle directly holds 9,300 shares of NORWOOD FINANCIAL CORP common stock. The Form 4 also shows additional indirect holdings through an IRA and restricted stock awards, which are separate from his direct position.

What indirect NWFL holdings does Ronald Schmalzle report in this Form 4?

The Form 4 indicates indirect ownership of 26,468 NORWOOD FINANCIAL CORP shares through an IRA and additional restricted stock positions of 550 and 825 shares. These holdings are classified as indirect ownership, separate from his 9,300 directly held shares.

Is the NWFL Form 4 transaction a market purchase or a compensation award?

The transaction is a compensation-related equity award, not a market purchase. The 46 shares are described as director retainer shares issued under the 2024 Equity Incentive Plan, meaning they were granted as part of board compensation rather than bought on an exchange.

How do the new NWFL shares vest for director Ronald Schmalzle?

Footnotes state the related awards vest in three equal installments starting on December 15, 2025 and December 15, 2026, and annually thereafter. Vesting continues only during periods of qualifying service as an employee, outside director or director emeritus, as applicable.

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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^*

Schmalzle Ronald R

(Last)

(First)

(Middle)

717 MAIN STREET

(Street)

HONESDALE

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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)
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	03/11/2026		A		46⁽¹⁾	A	$29.4	9,300	D
Common Stock								26,468	I	IRA
Common Stock								550⁽²⁾	I	Restricted Stock
Common Stock								825⁽³⁾	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, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

3. 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/Ronald R. Schmalzle, by John McCaffery, Power of Attorney	03/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR