Norwood Financial Corp (NWFL) director reports 825-share restricted stock grant

Rhea-AI Filing Summary

Norwood Financial Corp director James Shook reported receiving a new equity award. On 12/16/2025, he acquired 825 shares of restricted common stock at $ 29.8 per share. This award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service as an employee, outside director or director emeritus.

After this transaction, he beneficially owns 4,830 shares of common stock directly, 409 shares indirectly through Lake Region Supermarket Inc., and 825 shares of restricted stock indirectly.

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

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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 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
	Officer (give title below)		Other (specify below)

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								4,830	D
Common Stock								409	I	Lake Region Supermarket Inc.
Common Stock	12/16/2025		A		825	A	$29.8	825(1)	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 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 John M. McCaffery, Attorney-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).
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FAQ

What insider transaction did Norwood Financial Corp (NWFL) disclose in this filing?

A Norwood Financial Corp director, James Shook, reported acquiring 825 shares of restricted common stock on 12/16/2025.

At what price were the restricted shares for NWFL granted to the director?

The 825 restricted shares of Norwood Financial Corp common stock were granted at $ 29.8 per share.

How does the restricted stock award for NWFL’s director vest?

The award of 825 restricted shares vests in three equal installments starting on December 15, 2026 and then annually, subject to continued service.

How many NWFL shares does the director own after this reported transaction?

Following the transaction, the director beneficially owns 4,830 common shares directly, 409 common shares indirectly via Lake Region Supermarket Inc., and 825 restricted shares indirectly.

What is the relationship of the reporting person to Norwood Financial Corp (NWFL)?

The reporting person, James Shook, is identified as a director of Norwood Financial Corp.

Does this NWFL filing report any derivative securities transactions?

Table II for derivative securities is included but shows no derivative securities acquired, disposed of, or owned in this report.