NORWOOD director receives 45-share stock award

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

Rhea-AI Filing Summary

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

NORWOOD FINANCIAL CORP director James Shook received a small equity grant as part of board compensation. He was awarded 45 shares of common stock at $30.19 per share as a grant or award, increasing his direct holdings to 9,443 shares.

The footnotes state these are Director Retainer Shares issued under the 2024 Equity Incentive Plan. The award will vest in three equal installments starting on December 15, 2026 and annually thereafter, subject to continued service. Shook also reports 825 shares of common stock held as restricted stock in an indirect capacity.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 2 txns

Insider Shook James

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.19	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,443 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (2)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. 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

Equity award shares: 45 shares Award price per share: $30.19 per share Direct holdings after award: 9,443 shares +3 more

6 metrics

Equity award shares 45 shares Grant/award of common stock

Award price per share $30.19 per share Grant acquisition price

Direct holdings after award 9,443 shares Common stock held directly after transaction

Indirect restricted stock holding 825 shares Common stock reported as restricted stock held indirectly

Transaction code A Grant, award, or other acquisition

Vesting schedule start date December 15, 2026 First of three equal vesting installments

Key Terms

Restricted Stock, 2024 Equity Incentive Plan, Director Retainer Shares, vests in three equal installments, +1 more

5 terms

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.

2024 Equity Incentive Plan financial

"issued under the 2024 Equity Incentive Plan."

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

vests in three equal installments financial

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

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

FAQ

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

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

James Shook reported an equity award of 45 shares of NORWOOD FINANCIAL CORP common stock. The filing shows this as a grant or award acquisition, increasing his direct ownership while also disclosing a separate indirect restricted stock holding.

How many NORWOOD FINANCIAL CORP (NWFL) shares did James Shook acquire in the latest grant?

He acquired 45 shares of NORWOOD FINANCIAL CORP common stock through a grant or award. The transaction was priced at $30.19 per share and represents routine director compensation under the company’s equity incentive framework.

What are James Shook’s total direct shareholdings in NORWOOD FINANCIAL CORP (NWFL) after this Form 4?

After the reported award, James Shook directly holds 9,443 shares of NORWOOD FINANCIAL CORP common stock. This figure reflects his position following the 45-share grant disclosed in the Form 4 insider filing.

Does the James Shook Form 4 for NORWOOD FINANCIAL CORP (NWFL) involve a stock sale?

The Form 4 does not report any stock sales by James Shook. It instead records an acquisition via a grant or award of 45 common shares and a separate holding entry for existing restricted stock.

How does the equity award to James Shook at NORWOOD FINANCIAL CORP (NWFL) vest over time?

The award vests in three equal installments beginning on December 15, 2026. Vesting continues annually thereafter, conditioned on his continued service as an employee, outside director, or director emeritus, according to the footnote disclosure.

What is the role of the 2024 Equity Incentive Plan in James Shook’s NORWOOD FINANCIAL CORP (NWFL) grant?

The filing notes that the Director Retainer Shares were issued under the 2024 Equity Incentive Plan. This plan provides the framework for granting equity-based compensation such as the 45-share award disclosed for director James Shook.

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

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Accepted by SEC EDGAR 06/12/2026 - 10:16 AM EDT Learn about SEC filing dates

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)
06/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/10/2026		A		45(1)	A	$30.19	9,443	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)
				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, 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	06/12/2026
	** 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)