NWFL CFO buys 1,000 Norwood Financial shares

NORWOOD FINANCIAL CORP EVP & CFO John Martin McCaffery Jr reported an open-market purchase of 1,000 shares of common stock at $29.44 per share, held indirectly in an IRA.

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Form Type

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP EVP & CFO John Martin McCaffery Jr reported an open-market purchase of 1,000 shares of common stock at $29.44 per share, held indirectly in an IRA. Following this transaction, that IRA position holds 4,000 common shares.

The filing also updates several indirect restricted stock awards and a direct holding of common stock, reflecting post-transaction balances of 2,000, 1,200 and 804 restricted shares, plus 1,500 directly held shares, subject to the specific vesting schedules described in the awards.

Insider Trade Summary

Net Buyer: 1,000 shares

Net Buy 5 txns

Insider McCaffery John Martin JR

Role EVP & CFO

Bought 1,000 shs ($29K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	1,000	$29.44	$29K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 4,000 shares (Indirect, IRA); Common Stock — 1,500 shares (Direct); Common Stock — 4,004 shares (Indirect, Restricted Stock)

Footnotes (3)

F1. Award vests 200 shares on June 24, 2025 and then 201 shares annually thereafter until such stock award shares are fully earned.
F2. Award vests in five 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.
F3. Award vests in five 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

Open-market purchase: 1,000 shares Purchase price: $29.44/share IRA holding after purchase: 4,000 shares +4 more

7 metrics

Open-market purchase 1,000 shares Common Stock bought in open market

Purchase price $29.44/share Price for 1,000 purchased shares

IRA holding after purchase 4,000 shares Common Stock held indirectly in IRA post-transaction

Restricted stock award 1 balance 2,000 shares Common Stock restricted, indirect holding

Restricted stock award 2 balance 1,200 shares Common Stock restricted, indirect holding

Restricted stock award 3 balance 804 shares Common Stock restricted, indirect holding

Direct common stock holding 1,500 shares Common Stock held directly after updates

Key Terms

open-market purchase, Restricted Stock, IRA, vests in five equal installments, +1 more

5 terms

open-market purchase financial

"transaction_action: "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Restricted Stock financial

"nature_of_ownership: "Restricted Stock""

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.

IRA financial

"nature_of_ownership: "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.

vests in five equal installments financial

"Award vests in five equal installments beginning on December 15, 2025"

continued service financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

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

What insider transaction did NWFL EVP & CFO John McCaffery Jr report?

He reported an open-market purchase of 1,000 shares of Norwood Financial common stock. The shares were bought at $29.44 each and are held indirectly in an IRA, increasing that specific IRA position to 4,000 common shares after the transaction.

At what price did the NWFL insider buy shares in this Form 4 filing?

The EVP & CFO bought 1,000 Norwood Financial common shares at $29.44 per share. This was an open-market purchase, and the acquired shares are held indirectly in an IRA account that now holds 4,000 common shares following the reported transaction.

How are the newly purchased NWFL shares held by the reporting person?

The 1,000 purchased shares are held indirectly in an IRA account. After this open-market transaction, that IRA position reflects ownership of 4,000 Norwood Financial common shares, as disclosed in the Form 4’s post-transaction holdings information.

What restricted stock awards for NWFL does the Form 4 describe?

The filing shows multiple restricted stock awards in Norwood Financial common stock. One vests 200 shares on June 24, 2025 and 201 shares annually thereafter, while two other awards vest in five equal annual installments, starting December 15, 2025 and December 15, 2026.

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

One award vests 200 shares on June 24, 2025, then 201 shares annually until fully earned. Two additional awards vest in five equal installments beginning on December 15, 2025 and December 15, 2026, subject to continued service in the specified roles.

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

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Accepted by SEC EDGAR 04/30/2026 - 04:13 PM EDT

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^*

McCaffery John Martin JR

(Last)

(First)

(Middle)

717 MAIN ST

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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								1,500	D
Common Stock	04/30/2026		P		1,000	A	$29.44	4,000	I	IRA
Common Stock								804⁽¹⁾	I	Restricted Stock
Common Stock								1,200⁽²⁾	I	Restricted Stock
Common Stock								2,000⁽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)
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. Award vests 200 shares on June 24, 2025 and then 201 shares annually thereafter until such stock award shares are fully earned.

2. Award vests in five 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 five 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/ John M. McCaffery	04/30/2026
	** 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