Norwood Financial (NWFL) director awarded stock under 2024 equity plan

Q: What did NORWOOD FINANCIAL CORP (NWFL) director James Shook report in this Form 4?

James Shook reported a grant of 40 Common Stock shares on 2026-08-10 as Director Retainer Shares under the 2024 Equity Incentive Plan , increasing his directly held NORWOOD FINANCIAL CORP (NWFL) shares to 12,626 .

Q: At what price were the 40 NWFL shares granted to director James Shook?

The 40 Common Stock shares were reported at a reference value of $34.02 per share . This figure reflects the value used for the Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan.

Q: How many NORWOOD FINANCIAL CORP (NWFL) shares does James Shook hold after the reported grant?

After the reported grant, James Shook directly holds 12,626 Common Stock shares of NORWOOD FINANCIAL CORP (NWFL). He also has an indirect restricted stock position of 825 shares , subject to future vesting conditions.

Q: What are the vesting terms of James Shook’s 825 restricted NWFL shares?

The 825 restricted shares vest in three equal installments beginning on December 15, 2026 , and annually thereafter, conditioned on his continued service as an Employee, Outside Director or Director Emeritus of NORWOOD FINANCIAL CORP.

Q: Is James Shook’s Form 4 transaction for NWFL shares a market purchase or an award?

The Form 4 reports a grant/award acquisition , not a market purchase. The 40 NWFL Common Stock shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, coded as a grant transaction (code A).

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Shook James reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director James Shook received a grant of 40 shares of Common Stock on 2026-08-10 as Director Retainer Shares issued under the 2024 Equity Incentive Plan at a reference value of $34.02 per share. Following this award, he directly holds 12,626 Common shares. In addition, he has an indirect holding of 825 restricted shares, which are scheduled to vest in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service.

Insider Trade Summary

Net Buyer: 40 shares

Net Buy 2 txns

Insider Shook James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	40	$34.02	$1K
holding	Common Stock ^F2	--	--	--

Holdings After Transaction: Common Stock — 12,626 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (2)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
F2. 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: 40 shares Grant reference price: $34.02 per share Direct holdings after grant: 12,626 shares +2 more

5 metrics

Shares granted 40 shares Director Retainer Shares issued on 2026-08-10 under the 2024 Equity Incentive Plan

Grant reference price $34.02 per share Value reported for the 40-share Common Stock award

Direct holdings after grant 12,626 shares Common Stock directly held by James Shook following the award

Restricted stock holdings 825 shares Indirect restricted Common Stock position subject to future vesting

Vesting schedule 3 equal installments Restricted shares vest beginning December 15, 2026 and annually thereafter

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, restricted stock, vests in three equal installments

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: "Restricted Stock" with 825 indirect shares reported."

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.

vests in three equal installments financial

"Award vests in three equal installments beginning on December 15, 2026"

FAQ

What did NORWOOD FINANCIAL CORP (NWFL) director James Shook report in this Form 4?

James Shook reported a grant of 40 Common Stock shares on 2026-08-10 as Director Retainer Shares under the 2024 Equity Incentive Plan, increasing his directly held NORWOOD FINANCIAL CORP (NWFL) shares to 12,626.

At what price were the 40 NWFL shares granted to director James Shook?

The 40 Common Stock shares were reported at a reference value of $34.02 per share. This figure reflects the value used for the Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan.

How many NORWOOD FINANCIAL CORP (NWFL) shares does James Shook hold after the reported grant?

After the reported grant, James Shook directly holds 12,626 Common Stock shares of NORWOOD FINANCIAL CORP (NWFL). He also has an indirect restricted stock position of 825 shares, subject to future vesting conditions.

What are the vesting terms of James Shook’s 825 restricted NWFL shares?

The 825 restricted shares vest in three equal installments beginning on December 15, 2026, and annually thereafter, conditioned on his continued service as an Employee, Outside Director or Director Emeritus of NORWOOD FINANCIAL CORP.

Is James Shook’s Form 4 transaction for NWFL shares a market purchase or an award?

The Form 4 reports a grant/award acquisition, not a market purchase. The 40 NWFL Common Stock shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, coded as a grant transaction (code A).

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/11/2026 - 04:20 PM Accepted by SEC EDGAR 08/11/2026 - 04:19 PM

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^*

Shook James

(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)
08/10/2026

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	08/10/2026		A		40⁽¹⁾	A	$34.02	12,626	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)
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 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/James Shook by Mackenzie Jackson, Power of Attorney	08/11/2026
	** 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