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Norwood Financial grants director 39 shares

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.

(Neutral)
(Neutral)
Form Type
4

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.

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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)
Footnotes (1)
  1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
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
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 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.

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.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/10/2026A39(1)A$34.4741,906D
Common Stock7,247IBy Spouse
Common Stock1,100IBy IRA
Common Stock1,100IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
/s/ Joseph W. Carroll By: Mackenzie Jackson, Power of Attorney09/11/2026
** Signature of Reporting PersonDate
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)

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