Norwood Financial (NWFL) director purchases 3,500 shares at $28.8

Rhea-AI Filing Summary

Norwood Financial Corp director James Shook reported buying 3,500 shares of common stock on January 28, 2026 at $28.8 per share. After this open-market purchase, his directly held stake increased to 8,330 shares. He also reports indirect ownership of 409 shares through Lake Region Supermarket Inc. and 825 shares of restricted stock.

The restricted stock award is scheduled to vest in three equal installments beginning on December 15, 2026 and annually thereafter, contingent on continued service as an employee, outside director, or director emeritus.

Insider Trade Summary

Net Buyer: 3,500 shares ($100,800)

Net Buy 3 txns

Insider Shook James

Role Director

Bought 3,500 shs ($101K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	3,500	$28.80	$101K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,330 shares (Direct); Common Stock — 409 shares (Indirect, Lake Region Supermarket Inc.)

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^*

Shook James

(Last) (First) (Middle)

717 MAIN STREET

(Street)

HONESDALE 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)
01/27/2026

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		3,500	A	$28.8	8,330	D
Common Stock								409	I	Lake Region Supermarket Inc.
Common Stock								825(1)	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. 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 John M. McCaffery, Attorney-in-Fact	01/28/2026
	** 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 Norwood Financial Corp (NWFL) report for James Shook?

Norwood Financial Corp director James Shook reported buying 3,500 shares of common stock. The purchase occurred on January 28, 2026 at a price of $28.8 per share, increasing his directly held ownership stake in the company.

At what price did James Shook buy Norwood Financial (NWFL) shares and how many does he now own directly?

James Shook purchased 3,500 Norwood Financial shares at $28.8 each. Following this transaction, his directly held position rose to 8,330 shares of common stock, as disclosed in the insider ownership table.

What indirect Norwood Financial Corp (NWFL) holdings does James Shook report?

James Shook reports indirect ownership of 409 Norwood Financial shares through Lake Region Supermarket Inc. He also reports 825 shares of restricted stock, which are subject to a multi-year vesting schedule tied to his continued service with the company.

How does James Shook’s restricted stock in Norwood Financial (NWFL) vest?

The restricted stock award of 825 shares vests in three equal installments. Vesting begins on December 15, 2026 and continues annually, dependent on James Shook’s continued service as an employee, outside director, or director emeritus.

What role does James Shook hold at Norwood Financial Corp (NWFL)?

James Shook is identified as a director of Norwood Financial Corp. The filing indicates his relationship to the issuer by checking the Director box, with no officer title or 10% owner status selected in the relationship section.