Director Alexandra K. Nolan (NWFL) reports multiple Norwood stock awards

Rhea-AI Filing Summary

Norwood Financial Corp director Alexandra K. Nolan reported a series of stock awards in the company’s common stock. She acquired 123 shares at $24.33 on April 10, 2025, 117 shares at $25.60 on July 10, 2025, 116 shares at $25.84 on October 10, 2025, 105 shares at $28.42 on January 12, 2026, and 43 shares at $31.62 on February 11, 2026, all coded as grants or awards. These director retainer shares were issued under the 2024 Equity Incentive Plan. Following the latest grant, she directly owns 2,670 common shares, and also has indirect beneficial ownership through the Michael C. Nolan Trust, the Alexandra K. Nolan Trust, and several restricted stock awards that vest in installments over three- or five-year schedules.

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^*

Nolan Alexandra K

(Last) (First) (Middle)

717 MAIN STREET

(Street)

HONESDALE PA 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)
04/10/2025

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	04/10/2025		A		123(1)	A	$24.33	2,289	D
Common Stock	07/10/2025		A		117(1)	A	$25.6	2,406	D
Common Stock	10/10/2025		A		116(1)	A	$25.84	2,522	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	2,627	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	2,670	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 on 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 John M. McCaffery POA	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Alexandra K. Nolan report for NORWOOD FINANCIAL CORP (NWFL)?

Alexandra K. Nolan reported multiple stock awards in Norwood Financial common shares. Between April 2025 and February 2026 she was granted blocks of 123, 117, 116, 105, and 43 shares, reflecting periodic director compensation rather than open-market purchases or sales.

How many NWFL shares does Alexandra K. Nolan directly own after these awards?

After the February 11, 2026 award, Alexandra K. Nolan directly owns 2,670 Norwood Financial common shares. This figure reflects cumulative grants reported in the filing and represents only her direct holdings, separate from any shares held through trusts or restricted stock arrangements.

What prices were used for the NWFL director stock awards to Alexandra K. Nolan?

The reported award prices were $24.33, $25.60, $25.84, $28.42, and $31.62 per share. These amounts correspond to grants on April 10, 2025, July 10, 2025, October 10, 2025, January 12, 2026, and February 11, 2026, respectively, as part of her director compensation.

Are Alexandra K. Nolan’s recent NWFL transactions open-market buys or equity awards?

The filing characterizes the transactions as grants or awards, not open-market buys. Each is coded with transaction code A for "grant, award, or other acquisition" and described as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting non-cash board compensation.

What indirect NWFL share holdings are associated with Alexandra K. Nolan?

Indirect holdings include common stock in the Michael C. Nolan Trust and the Alexandra K. Nolan Trust, plus several restricted stock awards. The filing lists specific indirect positions, indicating additional beneficial ownership beyond her 2,670 directly held shares disclosed after the latest grant.

How do Alexandra K. Nolan’s NWFL restricted stock awards vest over time?

Restricted awards vest in equal installments over three or five years. Different grants begin vesting on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued service as an employee, outside director, or director emeritus.