Norwood Financial (NWFL) director reports multiple equity awards and holdings

Rhea-AI Filing Summary

Norwood Financial Corp director Ronald R. Schmalzle reported multiple stock awards. He received common stock grants of 116 shares at $25.84 on October 10, 2025, 105 shares at $28.42 on January 12, 2026, and 43 shares at $31.62 on February 11, 2026, all classified as awards or other acquisitions.

These director retainer shares were issued under the 2024 Equity Incentive Plan. After the latest grant, he directly owns 8,654 common shares and indirectly holds 27,068 shares in an IRA plus 550 and 825 shares of restricted stock. The restricted awards vest in three equal installments beginning December 15, 2025 and December 15, 2026, subject to continued service.

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^*

Schmalzle Ronald R

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

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	10/10/2025		A		116(1)	A	$25.84	8,506	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	8,611	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	8,654	D
Common Stock								27,068	I	IRA
Common Stock								550(2)	I	Restricted Stock
Common Stock								825(3)	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. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

2. Award vests in three 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.

3. 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/Ronald R. Schmalzle, by John M. McCaffery, Attorney-in-Fact	02/13/2026
	** 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.

FAQ

What insider transaction did NWFL director Ronald R. Schmalzle report?

Ronald R. Schmalzle reported receiving common stock awards, not open-market purchases. Grants were 116 shares, 105 shares, and 43 shares on specified dates at prices from $25.84 to $31.62, reflecting routine equity compensation for his role as a director.

On what dates were the NWFL director stock awards granted and at what prices?

Schmalzle received stock awards on October 10, 2025 at $25.84, January 12, 2026 at $28.42, and February 11, 2026 at $31.62. Each grant increased his directly held common shares as part of his Norwood Financial Corp board compensation.

How many Norwood Financial (NWFL) shares does the director own after these grants?

Following the February 11, 2026 grant, Schmalzle directly owns 8,654 NWFL common shares. He also indirectly holds 27,068 shares through an IRA and 550 and 825 restricted stock shares, providing a mix of current and time-vesting equity exposure to the company.

What is the source of the NWFL director’s new shares in this Form 4?

The new shares are director retainer shares issued under Norwood Financial’s 2024 Equity Incentive Plan. The Form 4 classifies each as a grant, award, or other acquisition, indicating compensation-related issuances rather than open-market buying activity by the director.

How do the NWFL restricted stock awards for the director vest over time?

Two restricted stock awards, reflected as 550 and 825 shares, each vest in three equal installments. One begins vesting on December 15, 2025, the other on December 15, 2026, contingent on continued service as an employee, outside director, or director emeritus.

What types of ownership does the NWFL director report for his shares?

Schmalzle reports both direct and indirect ownership. Directly, he holds 8,654 common shares. Indirectly, he reports 27,068 common shares in an IRA and additional restricted stock positions, indicating separate accounts and vesting schedules tied to his service with Norwood Financial.