STOCK TITAN
  1. Home
  2. Sec-filings
  3. NWFL
  4. [Form 4] NORWOOD FINANCIAL CORP Insider Trading Activity

Norwood Financial Corp (NWFL) CEO reports 6,651-share stock award

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

Rhea-AI Filing Summary

Norwood Financial Corp insider James O. Donnelly, who serves as President, CEO and Director, reported an equity award on this Form 4. On 12/16/2025 he acquired 6,651 shares of restricted common stock, coded as an acquisition, at a price of $29.8 per share, held indirectly as restricted stock. After this transaction he beneficially owns 11,637 shares of common stock directly, along with several indirect restricted stock awards of 300, 1,000, 3,868, 4,738 and 6,651 shares. The new 6,651-share award is scheduled to vest in five equal installments beginning on December 15, 2026, subject to continued service, while earlier awards vest in tranches beginning in 2023, 2024 and 2025.

Positive

  • None.

Negative

  • None.
Insider Donnelly James O
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 6,651 $29.80 $198K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 6,651 shares (Indirect, Restricted Stock); Common Stock — 11,637 shares (Direct)
Footnotes (1)
  1. Award vests at a rate of 70% as of the one-year anniversary of the date of the grant, May 10, 2022, and then at a rate of 10% annually thereafter until such stock award shares are fully vested. 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 five 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. Award vests in five 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Donnelly James O
(Last) (First) (Middle)
717 MAIN STREET
(Street)
HONESDALE PA 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
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
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)
Code V Amount (A) or (D) Price
Common Stock 11,637 D
Common Stock 300(1) I Restricted Stock
Common Stock 1,000(2) I Restricted Stock
Common Stock 3,868(3) I Restricted Stock
Common Stock 4,738(4) I Restricted Stock
Common Stock 12/16/2025 A 6,651 A $29.8 6,651(5) 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. Award vests at a rate of 70% as of the one-year anniversary of the date of the grant, May 10, 2022, and then at a rate of 10% annually thereafter until such stock award shares are fully vested.
2. 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.
3. 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.
4. Award vests in five 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.
5. Award vests in five 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 O. Donnelly by John M. McCaffery Attorne-in-Fact 12/18/2025
** 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

FAQ

What insider transaction did Norwood Financial Corp (NWFL) report in this Form 4?

The filing reports that President, CEO and Director James O. Donnelly acquired 6,651 shares of restricted common stock of Norwood Financial Corp on 12/16/2025.

At what price were the new Norwood Financial (NWFL) restricted shares recorded?

The 6,651 restricted shares reported for James O. Donnelly were recorded at a price of $29.8 per share.

How many Norwood Financial (NWFL) shares does the reporting person beneficially own after the transaction?

After the reported transaction, James O. Donnelly beneficially owns 11,637 shares of common stock directly, plus restricted stock awards of 300, 1,000, 3,868, 4,738 and 6,651 shares held indirectly.

What is the vesting schedule for the new 6,651-share restricted stock award at Norwood Financial (NWFL)?

The new 6,651-share restricted stock award vests in five equal installments beginning on December 15, 2026 and annually thereafter during continued service.

What roles does the reporting person hold at Norwood Financial Corp (NWFL)?

James O. Donnelly is listed as both a Director and an Officer, serving as President & CEO of Norwood Financial Corp.

Are there other restricted stock awards for the Norwood Financial (NWFL) CEO and when do they begin vesting?

Yes. Other restricted stock awards of 300, 1,000, 3,868 and 4,738 shares begin vesting in installments starting on May 10, 2022, December 13, 2023, December 12, 2024 and December 15, 2025, respectively, during continued service.