Norwood Financial director gets 39-share grant

A Norwood Financial Corp director received a small stock award and now holds additional direct and trust-based common stock positions.

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (symbol: NWFL) is the issuer of record for a Form 4 filing submitted to the SEC. Nolan Alexandra K reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP (NWFL) reported that director Alexandra K. Nolan received a grant of 39 shares of common stock on September 10, 2026 as director retainer shares issued under the 2024 Equity Incentive Plan at $34.47 per share, bringing her directly held shares to 2,973. In addition, she is reported as having indirect ownership of 217,077 shares of common stock through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust. She also has multiple restricted stock awards that vest in installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, subject to continued service as an employee, outside director or director emeritus. No transactions in this filing are reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Grant/Award: 39 shares

Grant/Award 9 txns

Insider Nolan Alexandra K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	39	$34.47	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--
holding	Common Stock F5	--	--	--
holding	Common Stock F5	--	--	--
holding	Common Stock F6	--	--	--

Holdings After Transaction: Common Stock — 2,973 shares (Direct); Common Stock — 217,077 shares (Indirect, Michael C. Nolan Trust); Common Stock — 65,306 shares (Indirect, Alexandra K. Nolan Trust); Common Stock — 2,197 shares (Indirect, Restricted Stock)

Footnotes (6)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. F2. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
3. F3. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
4. F4. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
5. F5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
6. F6. 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

Shares acquired in grant: 39 shares Grant price: $34.47 per share Direct holdings after transaction: 2,973 shares +4 more

7 metrics

Shares acquired in grant 39 shares Director retainer shares granted September 10, 2026

Grant price $34.47 per share Value used for the September 10, 2026 director retainer share grant

Direct holdings after transaction 2,973 shares Common stock directly held by Alexandra K. Nolan after the grant

Indirect holdings via Michael C. Nolan Trust 217,077 shares Common stock held indirectly through the Michael C. Nolan Trust

Indirect holdings via Alexandra K. Nolan Trust 65,306 shares Common stock held indirectly through the Alexandra K. Nolan Trust

First restricted award vesting start December 14, 2022 Five-installment restricted stock award vesting schedule start date

Later restricted awards vesting starts December 13, 2023; December 12, 2024; December 15, 2025; December 15, 2026 Start dates for other restricted stock vesting schedules subject to continued service

Key Terms

Restricted Stock, Equity Incentive Plan, Director Retainer Shares

3 terms

Restricted Stock financial

"nature of ownership is described as Restricted Stock in multiple holding entries"

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

"Director Retainer Shares 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."

FAQ

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

What insider transaction did NWFL director Alexandra K. Nolan report on September 10, 2026?

She reported receiving a grant of 39 shares of Norwood Financial Corp common stock on September 10, 2026 as director retainer shares issued under the 2024 Equity Incentive Plan at a price of $34.47 per share.

How many NWFL shares does Alexandra K. Nolan hold directly after this Form 4 transaction?

After the reported grant, Alexandra K. Nolan directly holds 2,973 shares of Norwood Financial Corp common stock, reflecting the addition of 39 director retainer shares to her prior direct holdings.

What indirect holdings in NWFL common stock are reported for Alexandra K. Nolan?

She is reported as indirectly owning 217,077 shares of Norwood Financial Corp common stock through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust.

Are Alexandra K. Nolan’s reported NWFL transactions under a Rule 10b5-1 trading plan?

No. The filing indicates that these transactions are not reported as being made pursuant to a Rule 10b5-1 trading plan, and no pre-arranged trading plan is referenced in the footnotes.

What are the vesting terms of Alexandra K. Nolan’s NWFL restricted stock awards?

The filing describes restricted stock awards that vest in five equal installments beginning on December 14, 2022, December 13, 2023, and December 12, 2024, and awards that vest in three equal installments beginning December 15, 2025 and December 15, 2026, subject to continued service.

What price per share was used for the NWFL director retainer share grant to Alexandra K. Nolan?

The 39 director retainer shares of Norwood Financial Corp common stock granted to Alexandra K. Nolan were valued at $34.47 per share according to the Form 4.

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

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Available on EDGAR 09/11/2026 - 02:29 PM Accepted by SEC EDGAR 09/11/2026 - 02:28 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^*

Nolan Alexandra K

(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)
09/10/2026

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	09/10/2026		A		39(1)	A	$34.47	2,973	D
Common Stock								217,077	I	Michael C. Nolan Trust
Common Stock								65,306	I	Alexandra K. Nolan Trust
Common Stock								40(2)	I	Restricted Stock
Common Stock								280(3)	I	Restricted Stock
Common Stock								420(4)	I	Restricted Stock
Common Stock								550(5)	I	Restricted Stock
Common Stock								82(5)	I	Restricted Stock
Common Stock								825(6)	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 five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

3. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

4. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

6. 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/ Alexandra K. Nolan by Mackenzie Jackson, Power of Attorney	09/11/2026
	** 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)