NWFL 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 stock award as part of his board compensation. On May 11, 2026, he was granted 45 shares of common stock at $30.20 per share as director retainer shares under the 2024 Equity Incentive Plan.

The award vests in three equal installments beginning on December 15, 2026 and then annually, conditioned on continued service as an employee, outside director, or director emeritus. Following this grant, Shook directly holds 9,398 common shares and indirectly holds 825 restricted shares.

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	$30.20	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,398 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

Stock award size: 45 shares Grant price: $30.20 per share Direct holdings after grant: 9,398 shares +2 more

5 metrics

Stock award size 45 shares Common Stock grant on May 11, 2026

Grant price $30.20 per share Value of Common Stock award

Direct holdings after grant 9,398 shares Common Stock held directly after transactions

Indirect restricted holdings 825 shares Restricted Stock held indirectly

Vesting schedule 3 equal installments Beginning December 15, 2026, then annually

Key Terms

Restricted Stock, Equity Incentive Plan, Director Retainer Shares, vests in three equal installments

4 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.

Equity Incentive Plan financial

"issued under the 2024 Equity Incentive Plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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"

FAQ

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

What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for James Shook?

NORWOOD FINANCIAL CORP reported that director James Shook received a grant of 45 shares of common stock. The shares were issued as director retainer stock under the 2024 Equity Incentive Plan at a value of $30.20 per share.

Is the James Shook Form 4 transaction in NWFL a purchase or a compensation grant?

The James Shook Form 4 transaction is a compensation-related grant, not a market purchase. He received 45 common shares as an award under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan for board service, with no open-market buy or sell involved.

How many NORWOOD FINANCIAL CORP shares does James Shook hold after this Form 4 filing?

After the reported transactions, James Shook directly holds 9,398 shares of NORWOOD FINANCIAL CORP common stock. He also has an indirect position of 825 restricted shares, reflecting equity-based compensation in addition to his direct holdings.

What are the vesting terms of James Shook’s new NWFL stock award?

James Shook’s 45-share award vests in three equal installments. Vesting begins on December 15, 2026 and continues annually, subject to his continued service as an employee, outside director, or director emeritus of NORWOOD FINANCIAL CORP.

Under which plan were the director retainer shares granted to James Shook at NORWOOD FINANCIAL CORP?

The director retainer shares granted to James Shook were issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan. This plan provides equity-based awards, including restricted stock, as part of compensation for directors and other eligible service providers.

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

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Accepted by SEC EDGAR 05/13/2026 - 01:38 PM 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)
05/11/2026

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	05/11/2026		A		45(1)	A	$30.2	9,398	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	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)