Norwood Financial (NASDAQ: NWFL) grants director 43 shares of stock

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 43 shares of common stock on July 10, 2026 as Director Retainer Shares under the 2024 Equity Incentive Plan, valued at $31.88 per share. The award vests in three equal installments beginning December 15, 2026 and annually thereafter during continued service. Following the reported transactions, she holds 572 shares directly and 825 shares of restricted stock indirectly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nacinovich Marissa S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	43	$31.88	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 572 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (1)

1. Director Retainer Shares issued under the 2024 Equity Incentive Plan. 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: 43.0000 shares Grant reference price: $31.8800 per share Direct holdings after transactions: 572.0000 shares +2 more

5 metrics

Shares granted 43.0000 shares Common stock grant to director on July 10, 2026

Grant reference price $31.8800 per share Stated value per share for the 43-share award

Direct holdings after transactions 572.0000 shares Direct Norwood Financial common stock owned after the reported grant

Indirect restricted stock holdings 825.0000 shares Restricted Stock reported as indirectly owned as of July 10, 2026

Vesting installments 3 installments Award vests in three equal installments starting December 15, 2026

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Director Emeritus

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 for 825.0000 shares is reported as 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 Emeritus financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable."

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Available on EDGAR 07/14/2026 - 03:42 PM Accepted by SEC EDGAR 07/14/2026 - 03:42 PM Learn about SEC filing dates

FAQ

What insider stock grant did Norwood Financial (NWFL) disclose for Marissa S. Nacinovich?

Norwood Financial disclosed that director Marissa S. Nacinovich received a grant of 43 shares of common stock. These Director Retainer Shares were issued on July 10, 2026 under the 2024 Equity Incentive Plan as equity compensation rather than an open‑market purchase.

How do the new Norwood Financial (NWFL) director shares vest?

The 43-share award vests in three equal installments beginning on December 15, 2026. Additional installments occur annually thereafter, conditioned on Marissa S. Nacinovich’s continued service as an Employee, Outside Director or Director Emeritus under the company’s 2024 Equity Incentive Plan.

What is the reference price for the Norwood Financial (NWFL) stock grant?

The grant is recorded at a reference value of $31.88 per share for the 43 shares awarded. This figure reflects the stated price per share used in the reported insider transaction disclosure, not proceeds from any open‑market stock sale or purchase.

How many Norwood Financial (NWFL) shares does Marissa S. Nacinovich hold after this grant?

After the reported grant, Marissa S. Nacinovich holds 572 shares of Norwood Financial common stock directly. She also has 825 shares reported as restricted stock held indirectly, representing equity compensation interests in addition to her direct ownership position.

Does the Norwood Financial (NWFL) disclosure show any open‑market stock buying or selling?

The disclosure shows an acquisition coded as a grant or award and a separate restricted stock holding entry. There are no open‑market purchase (P) or sale (S) transactions reported, so this update relates solely to equity compensation and reported holdings.

Under what plan were the Norwood Financial (NWFL) Director Retainer Shares issued?

The Director Retainer Shares were issued under Norwood Financial’s 2024 Equity Incentive Plan. That plan provides equity-based compensation to eligible participants, and the July 10, 2026 grant to director Marissa S. Nacinovich is one such award governed by its terms and vesting conditions.

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)
07/10/2026

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	07/10/2026		A		43(1)	A	$31.88	572	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/Marissa S Nacinovich by Mackenzie Jackson, Power of Attorney	07/14/2026
	** 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)