Director Joseph Carroll adds Norwood Financial (NWFL) shares in open-market buys

Rhea-AI Filing Summary

Norwood Financial Corp director Joseph W. Carroll reported open‑market purchases of the company’s common stock. On January 28, 2026, he bought 4 shares at $28.05, 1,996 shares at $28.06, and 2,000 shares at $28.21, all held directly.

Following these transactions, Carroll directly owned 41,503 shares of common stock. He also reported indirect beneficial ownership of 7,247 shares held by his spouse, 724 shares held by an IRA, and 724 shares held by a spouse IRA.

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
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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^*

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)
01/28/2026

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	01/28/2026		P		4	A	$28.05	37,507	D
Common Stock	01/28/2026		P		1,996	A	$28.06	39,503	D
Common Stock	01/28/2026		P		2,000	A	$28.21	41,503	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:

	/s/ Joseph W. Carroll By: John M. McCaffery, Attorney-in-Fact	01/29/2026
	** 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 activity did NWFL director Joseph W. Carroll report?

Director Joseph W. Carroll reported open-market purchases of Norwood Financial Corp (NWFL) common stock. On January 28, 2026, he bought blocks of 4, 1,996, and 2,000 shares at prices between $28.05 and $28.21 per share, increasing his direct ownership.

How many Norwood Financial (NWFL) shares does Joseph W. Carroll own directly after the trades?

After the reported January 28, 2026 transactions, Joseph W. Carroll directly owned 41,503 shares of Norwood Financial Corp common stock. These holdings reflect his position as a director and include only the shares held in his own name, not indirect accounts.

At what prices did NWFL director Joseph W. Carroll buy common stock?

On January 28, 2026, Joseph W. Carroll purchased Norwood Financial Corp common stock in three separate trades. He paid $28.05 for 4 shares, $28.06 for 1,996 shares, and $28.21 for 2,000 shares, all reported as open-market purchase transactions.

What indirect Norwood Financial (NWFL) holdings are attributed to Joseph W. Carroll?

In addition to his direct holdings, Joseph W. Carroll reported indirect beneficial ownership of 7,247 Norwood Financial common shares held by his spouse, 724 shares held by an IRA, and 724 shares held by a spouse IRA, reflecting family and retirement account positions.

What form was used to disclose Joseph W. Carroll’s NWFL share purchases?

The transactions were disclosed on a Form 4 insider trading report, filed under Section 16(a). This form details changes in beneficial ownership by company insiders such as directors and shows the number of shares, transaction dates, prices, and ownership type.