Was the NWFL share award to Joseph W. Carroll a market purchase?

No. The Form 4 describes the transaction as a grant or award acquisition of Director Retainer Shares under the 2024 Equity Incentive Plan, not as an open-market purchase.

Norwood Financial grants director 39 shares

Q: What insider transaction did NWFL director Joseph W. Carroll report?

He reported an award of 39 shares of Norwood Financial Corp Common Stock on September 10, 2026 as Director Retainer Shares under the 2024 Equity Incentive Plan, at a reported value of $34.47 per share.

Q: How many NWFL shares does Joseph W. Carroll hold directly after this transaction?

After the reported award, Joseph W. Carroll directly holds 41,906 shares of Norwood Financial Corp Common Stock, as disclosed in the filing.

Q: What indirect NWFL holdings are reported for Joseph W. Carroll?

He reports indirect holdings of 7,247 shares held by his spouse, 1,100 shares held by his IRA, and 1,100 shares held by his spouse’s IRA, all in Norwood Financial Corp Common Stock.

Q: Was a Rule 10b5-1 trading plan involved in Joseph W. Carroll’s NWFL transaction?

The filing indicates no Rule 10b5-1 trading plan for the reported transaction; the document-level Rule 10b5-1 checkbox is marked as not affirmed.

Norwood Financial director Joseph W. Carroll received a small stock retainer award and now reports over 41,000 NWFL shares held directly, plus additional indirect holdings.

Available on EDGAR 09/11/2026 - 03:13 PM EDT Accepted by SEC EDGAR 09/11/2026 - 03:13 PM EDT

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (NWFL) director Joseph W. Carroll reported an acquisition 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. Following this award, he directly holds 41,906 shares, with additional indirect holdings through his spouse and IRAs.

Insider Trade Summary

Grant/Award: 39 shares

Grant/Award 1 txn

Insider Carroll Joseph W

Role Director

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

Holdings After Transaction: Common Stock — 41,906 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse); Common Stock — 1,100 shares (Indirect, By IRA); Common Stock — 1,100 shares (Indirect, By Spouse IRA)

Holdings Before and After: Common Stock, 41,867 to 41,906 shares (Direct)

Footnotes (1)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Key Figures

Director retainer shares awarded: 39 shares Award value per share: $34.47 per share Direct holdings after award: 41,906 shares +2 more

5 metrics

Director retainer shares awarded 39 shares Common Stock grant on September 10, 2026

Award value per share $34.47 per share Director Retainer Shares under 2024 Equity Incentive Plan

Direct holdings after award 41,906 shares Common Stock directly owned by Joseph W. Carroll after transaction

Indirect holdings by spouse 7,247 shares Common Stock held indirectly by spouse

Indirect holdings by IRA and spouse IRA 1,100 shares each Common Stock held by IRA and by spouse IRA

Key Terms

Director Retainer Shares, Equity Incentive Plan, IRA

3 terms

Director Retainer Shares financial

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

Equity Incentive Plan financial

"issued under the 2024 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

IRA financial

"Indirect ownership noted as By IRA and By Spouse IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

FAQ

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

What insider transaction did NWFL director Joseph W. Carroll report?

He reported an award of 39 shares of Norwood Financial Corp Common Stock on September 10, 2026 as Director Retainer Shares under the 2024 Equity Incentive Plan, at a reported value of $34.47 per share.

How many NWFL shares does Joseph W. Carroll hold directly after this transaction?

After the reported award, Joseph W. Carroll directly holds 41,906 shares of Norwood Financial Corp Common Stock, as disclosed in the filing.

What indirect NWFL holdings are reported for Joseph W. Carroll?

He reports indirect holdings of 7,247 shares held by his spouse, 1,100 shares held by his IRA, and 1,100 shares held by his spouse’s IRA, all in Norwood Financial Corp Common Stock.

Was a Rule 10b5-1 trading plan involved in Joseph W. Carroll’s NWFL transaction?

The filing indicates no Rule 10b5-1 trading plan for the reported transaction; the document-level Rule 10b5-1 checkbox is marked as not affirmed.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Carroll Joseph W

(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)
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	09/10/2026		A		39⁽¹⁾	A	$34.47	41,906	D
Common Stock								7,247	I	By Spouse
Common Stock								1,100	I	By IRA
Common Stock								1,100	I	By Spouse IRA

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.

	/s/ Joseph W. Carroll 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)

Source: View Original Filing on SEC EDGAR