Norwood Financial (NASDAQ: NWFL) director granted 46 retainer shares in Form 4

Rhea-AI Filing Summary

Carroll Joseph W reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Joseph W. Carroll received an award of 46 shares of Common Stock on March 11, 2026. The shares were granted at $29.40 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan, increasing his directly held stake to 41,549 shares.

He also reports additional indirect holdings through his spouse and IRA accounts, showing that this filing reflects compensation-related equity, not an open-market purchase or sale.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carroll Joseph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	46	$29.40	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,549 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Carroll Joseph W

(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)
03/11/2026

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	03/11/2026		A		46(1)	A	$29.4	41,549	D
Common Stock								7,247	I	By Spouse
Common Stock								724	I	By IRA
Common Stock								724	I	By Sposue IRA

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.

	/s/ Joseph W. Carroll By: John McCaffery, Power of Attorney	03/13/2026
	** 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 Joseph W. Carroll report?

Director Joseph W. Carroll reported receiving 46 shares of NORWOOD FINANCIAL CORP common stock as an equity grant. The award is part of his director compensation and was issued as Director Retainer Shares under the company’s 2024 Equity Incentive Plan on March 11, 2026.

Was the NWFL Form 4 transaction a stock purchase or a compensation grant?

The Form 4 shows a compensation grant, not an open-market purchase. Carroll received 46 shares coded as an acquisition (A) described as Director Retainer Shares under the 2024 Equity Incentive Plan, indicating they were issued as part of his board compensation package.

At what price were the NWFL director retainer shares recorded?

The 46 Director Retainer Shares were recorded at a price of $29.40 per share. This value reflects how the equity award is measured in the Form 4 and helps quantify the size of the compensation-related grant given to director Joseph W. Carroll.

How many NWFL shares does Joseph W. Carroll hold directly after this grant?

After the 46-share grant, Carroll directly holds 41,549 shares of NORWOOD FINANCIAL CORP common stock. This figure, disclosed in the Form 4, represents his direct ownership, separate from additional indirect holdings attributed to his spouse and IRA accounts.

What indirect NWFL holdings are reported for Joseph W. Carroll?

The Form 4 lists indirect ownership through his spouse and IRA accounts. These include shares held “By Spouse,” “By IRA,” and “By Spouse IRA,” each reported with separate post-transaction balances, indicating family and retirement-related positions in addition to his direct holdings.

Does the NWFL Form 4 indicate any stock sales by Joseph W. Carroll?

The Form 4 does not report any stock sales by Carroll. It shows one acquisition transaction for 46 shares as a director equity grant, along with updated direct and indirect holding balances, but no entries coded as sales or dispositions of NORWOOD FINANCIAL CORP shares.