Norwood Financial (NWFL) grants director 43 retainer shares

Rhea-AI Filing Summary

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

NORWOOD FINANCIAL CORP director Joseph W. Carroll reported compensation-related activity in Common Stock. On 2026-07-10 he received a grant of 43 shares at 31.8800 per share as Director Retainer Shares under the 2024 Equity Incentive Plan, increasing his direct holdings to 41827.0000 shares. The filing also lists indirect holdings of Common Stock held through a spouse, an IRA, and a spouse IRA.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carroll Joseph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	43	$31.88	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,827 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 43.0000 shares Grant price: 31.8800 per share Direct holdings after grant: 41827.0000 shares +3 more

6 metrics

Shares granted 43.0000 shares Director Retainer Shares grant on 2026-07-10

Grant price 31.8800 per share Price for Director Retainer Shares

Direct holdings after grant 41827.0000 shares Direct Common Stock owned by Joseph W. Carroll after 2026-07-10 grant

Spouse IRA holdings 1100.0000 shares Indirect ownership by Spouse IRA

IRA holdings 1100.0000 shares Indirect ownership by IRA

Spouse holdings 7247.0000 shares Indirect ownership by Spouse

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Indirect ownership

3 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."

Indirect ownership financial

"total_shares_following_transaction ... ownership_type "indirect""

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Available on EDGAR 07/14/2026 - 04:00 PM Accepted by SEC EDGAR 07/14/2026 - 04:00 PM Learn about SEC filing dates

FAQ

What transaction did Norwood Financial (NWFL) director Joseph W. Carroll report?

Joseph W. Carroll reported a compensation-related stock grant, not a market trade. He received 43 shares of Norwood Financial Common Stock as Director Retainer Shares under the 2024 Equity Incentive Plan, dated 2026-07-10, increasing his directly held position.

How many Norwood Financial (NWFL) shares were granted and at what price?

Carroll was granted 43 shares of Norwood Financial Common Stock at 31.8800 per share. These Director Retainer Shares were issued under the 2024 Equity Incentive Plan and are reported as a grant or award acquisition rather than an open-market purchase.

What are Joseph W. Carroll's direct Norwood Financial (NWFL) holdings after this grant?

After the grant, Joseph W. Carroll directly holds 41827.0000 shares of Norwood Financial Common Stock. This total reflects his position following receipt of the 43 Director Retainer Shares issued on 2026-07-10 under the company’s 2024 Equity Incentive Plan.

What indirect Norwood Financial (NWFL) holdings are associated with Joseph W. Carroll?

The filing lists several indirect positions: 1100.0000 shares held by a spouse IRA, 1100.0000 shares held by an IRA, and 7247.0000 shares held by his spouse. These are all reported as indirect ownership of Norwood Financial Common Stock.

Was the Norwood Financial (NWFL) Form 4 a buy or sell in the open market?

No open-market buy or sell is reported. The main event is an A-code grant, described as a grant, award, or other acquisition of 43 Director Retainer Shares, with no corresponding open-market purchase or sale transactions disclosed in this Form 4.

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 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)
07/10/2026

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	07/10/2026		A		43(1)	A	$31.88	41,827	D
Common Stock								7,247	I	By Spouse
Common Stock								1,100	I	By IRA
Common Stock								1,100	I	By Spouse 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: Mackenzie Jackson, Power of Attorney	07/14/2026
	** 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)