Norwood Financial director granted 40-share stock award

Nolan Alexandra K reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nolan Alexandra K reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Alexandra K. Nolan received a grant of 40 shares of common stock on 2026-08-10 as Director Retainer Shares under the 2024 Equity Incentive Plan at $34.02 per share, bringing her directly held shares to 2,934.

She is also reported as having indirect ownership of 217,077 shares through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust. Additional restricted stock awards are reported, with vesting in equal annual installments beginning in December 2022, 2023, 2024, 2025, and 2026, conditioned on continued service.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 9 txns

Insider Nolan Alexandra K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	40	$34.02	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--
holding	Common Stock F5	--	--	--
holding	Common Stock F5	--	--	--
holding	Common Stock F6	--	--	--

Holdings After Transaction: Common Stock — 2,934 shares (Direct); Common Stock — 217,077 shares (Indirect, Michael C. Nolan Trust); Common Stock — 65,306 shares (Indirect, Alexandra K. Nolan Trust); Common Stock — 2,197 shares (Indirect, Restricted Stock)

Footnotes (6)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. F2. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
3. F3. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
4. F4. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
5. F5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
6. F6. 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

Director retainer grant: 40 shares Grant price: $34.02 per share Direct holdings after grant: 2,934 shares +2 more

5 metrics

Director retainer grant 40 shares Common stock granted on 2026-08-10 as Director Retainer Shares

Grant price $34.02 per share Value per share for 40-share Director Retainer grant

Direct holdings after grant 2,934 shares Total NORWOOD FINANCIAL CORP common shares held directly by Alexandra K. Nolan after transaction

Michael C. Nolan Trust holdings 217,077 shares Indirect ownership in NORWOOD FINANCIAL CORP common stock

Alexandra K. Nolan Trust holdings 65,306 shares Indirect ownership in NORWOOD FINANCIAL CORP common stock

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Outside Director, +1 more

5 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"

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.

Outside Director financial

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

Director Emeritus 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 transaction did Alexandra K. Nolan report for NORWOOD FINANCIAL CORP (NWFL)?

Alexandra K. Nolan reported a grant of 40 shares of NORWOOD FINANCIAL CORP common stock on 2026-08-10 at $34.02 per share as Director Retainer Shares, increasing her directly held shares to 2,934.

At what price were the new NORWOOD FINANCIAL CORP (NWFL) shares granted to Alexandra K. Nolan?

The 40 newly granted shares to Alexandra K. Nolan were valued at $34.02 per share. This award was classified as Director Retainer Shares issued under the 2024 Equity Incentive Plan, rather than an open-market purchase or sale.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Alexandra K. Nolan hold directly after this Form 4?

After the reported grant, Alexandra K. Nolan holds 2,934 NORWOOD FINANCIAL CORP common shares directly. This total includes the 40-share Director Retainer grant reported on 2026-08-10 under the company’s 2024 Equity Incentive Plan.

What indirect NORWOOD FINANCIAL CORP (NWFL) share holdings are reported for Alexandra K. Nolan?

The filing lists indirect ownership of 217,077 shares through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust, both in NORWOOD FINANCIAL CORP common stock, in addition to her direct holdings.

What are the vesting terms of the restricted stock awards reported for NWFL director Alexandra K. Nolan?

Restricted stock awards vest in equal installments over time, beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, subject to continued service as an Employee, Outside Director or Director Emeritus.

Was Alexandra K. Nolan’s NWFL Form 4 transaction a market buy or sell?

The Form 4 reports a grant/award acquisition of 40 shares, not a market buy or sell. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting equity-based compensation.

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

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Accepted by SEC EDGAR 08/11/2026 - 04:24 PM 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^*

Nolan Alexandra K

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/10/2026		A		40(1)	A	$34.02	2,934	D
Common Stock								217,077	I	Michael C. Nolan Trust
Common Stock								65,306	I	Alexandra K. Nolan Trust
Common Stock								40(2)	I	Restricted Stock
Common Stock								280(3)	I	Restricted Stock
Common Stock								420(4)	I	Restricted Stock
Common Stock								550(5)	I	Restricted Stock
Common Stock								82(5)	I	Restricted Stock
Common Stock								825(6)	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 five equal installments beginning on December 14, 2022 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 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

4. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

6. 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/ Alexandra K. Nolan 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)