Norwood Financial (NWFL) director receives new stock grant

Rhea-AI Filing Summary

Shook James reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director James Shook received a grant of 46 shares of common stock on March 11, 2026 at $29.40 per share. These Director Retainer Shares were issued under the 2024 Equity Incentive Plan and vest in three equal installments beginning on December 15, 2026 and annually thereafter during continued service. Following this award, he holds 8,933 shares directly and 825 shares indirectly as restricted stock.

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

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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^*

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)
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	8,933	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 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 did Norwood Financial (NWFL) director James Shook report in this Form 4?

Director James Shook reported receiving 46 shares of Norwood Financial common stock as a grant on March 11, 2026. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting compensation rather than an open-market purchase.

At what price was the Norwood Financial (NWFL) stock award granted to James Shook?

The 46-share stock award to director James Shook was valued at $29.40 per share. This price is used for reporting the grant under the company’s 2024 Equity Incentive Plan and does not represent an open-market trade or a discretionary stock purchase.

How many Norwood Financial (NWFL) shares does James Shook hold after this transaction?

After the March 11, 2026 grant, James Shook holds 8,933 Norwood Financial common shares directly. He also has 825 shares reported as indirect restricted stock holdings, giving investors a clearer picture of his total reported ownership position in the company.

How does the Norwood Financial (NWFL) stock award to James Shook vest?

The award vests in three equal installments starting on December 15, 2026. Additional installments occur annually as long as Shook continues serving as an employee, outside director, or director emeritus, aligning his compensation with ongoing service to Norwood Financial.

Is the James Shook Form 4 for Norwood Financial (NWFL) an open-market stock purchase?

No, the Form 4 reports a grant classified as a "Grant, award, or other acquisition" rather than an open-market purchase. The 46 shares are Director Retainer Shares issued under the 2024 Equity Incentive Plan as part of his board compensation package.