Norwood Financial awards Alexandra K. Nolan 40 shares

Restricted-stock award notes describe vesting in three or five equal annual installments, subject to continued service.

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Rhea-AI Filing Summary

Norwood Financial Corp (NWFL) director Alexandra K. Nolan received an award of 40 common shares as director retainer shares issued under the 2024 Equity Incentive Plan on October 13, 2026. The reported transaction price was $33.70 per share, and her direct holdings afterward were 3,013 shares. Separately, indirect holdings listed through the Michael C. Nolan Trust and Alexandra K. Nolan Trust were 217,077 shares and 65,306 shares, respectively.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 9 txns

Insider Nolan Alexandra K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	40	$33.70	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock ^F2	--	--	--
holding	Common Stock ^F3	--	--	--
holding	Common Stock ^F4	--	--	--
holding	Common Stock ^F5	--	--	--
holding	Common Stock ^F5	--	--	--
holding	Common Stock ^F6	--	--	--

Holdings After Transaction: Common Stock — 3,013 shares (Direct); Common Stock — 217,077 shares (Indirect, Michael C. Nolan Trust); Common Stock — 65,306 shares (Indirect, Alexandra K. Nolan Trust); Common Stock — 2,197 shares (Indirect, Restricted Stock)

Footnotes (6)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
F2. 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.
F3. 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.
F4. 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.
F5. 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.
F6. 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

Director retainer shares awarded: 40 shares Reported transaction price: $33.70 per share Direct common shares following transaction: 3,013 shares +2 more

5 metrics

Director retainer shares awarded 40 shares October 13, 2026

Reported transaction price $33.70 per share Director retainer award on October 13, 2026

Direct common shares following transaction 3,013 shares Alexandra K. Nolan, October 13, 2026

Indirect shares through Michael C. Nolan Trust 217,077 shares October 13, 2026

Indirect shares through Alexandra K. Nolan Trust 65,306 shares October 13, 2026

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, five equal installments

4 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

2024 Equity Incentive Plan financial

"issued under the 2024 Equity Incentive Plan."

Restricted Stock financial

"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.

five equal installments financial

"Award vests in five equal installments beginning on December 14, 2022"

FAQ

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

How many NWFL shares did director Alexandra K. Nolan receive?

Alexandra K. Nolan, a director of Norwood Financial Corp (NWFL), received 40 common shares as director retainer shares issued under the 2024 Equity Incentive Plan on October 13, 2026. The reported transaction price was $33.70 per share, and her direct holdings afterward were 3,013 shares.

What vesting terms are listed for NWFL restricted-stock awards?

The restricted-stock notes describe five equal installments beginning on December 14, 2022, December 13, 2023, or December 12, 2024, and three equal installments beginning on December 15, 2025, or December 15, 2026. Each schedule is subject to continued service as an Employee, Outside Director, or Director Emeritus, as applicable.

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Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/14/2026 - 01:15 PM EDT Accepted by SEC EDGAR 10/14/2026 - 01:15 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^*

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2026

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	10/13/2026		A		40⁽¹⁾	A	$33.7	3,013	D
Common Stock								217,077	I	Michael C. Nolan Trust
Common Stock								65,306	I	Alexandra K. Nolan Trust
Common Stock								40⁽²⁾	I	Restricted Stock
Common Stock								280⁽³⁾	I	Restricted Stock
Common Stock								420⁽⁴⁾	I	Restricted Stock
Common Stock								550⁽⁵⁾	I	Restricted Stock
Common Stock								82⁽⁵⁾	I	Restricted Stock
Common Stock								825⁽⁶⁾	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 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 Attorney	10/14/2026
	** 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