STOCK TITAN

Norwood Financial EVP sells 3,000 shares of stock

EVP & Chief Lending Officer Vincent O'Bell exercised options and sold 3,000 NWFL shares in early September 2026 while retaining restricted stock awards.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (NWFL) executive Vincent O'Bell, EVP & Chief Lending Officer, reported multiple option exercises and share sales. On September 2 and September 4, 2026, he exercised employee stock options covering a total of 5,250 shares of common stock at exercise prices of $22.37, $26.93, $32.81 and $32.34 per share. He sold 3,000 shares of common stock in open-market or private transactions at prices of about $34.50–$34.68 per share. No Rule 10b5-1 trading plan is reported, and he continues to hold indirect restricted stock awards that vest in five equal installments beginning in December 2022, 2023, 2024 and 2025, subject to continued service.

Positive

  • None.

Negative

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Insider O'Bell Vincent
Role EVP & Chief Lending Officer
Sold 3,000 shs ($104K)
Approx. gross sale proceeds $104K
Approx. exercise cost $155K
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) 750 $0.00 $0.00
Exercise Employee Stock Option (right to buy) 1,500 $0.00 $0.00
Exercise Common Stock 750 $22.3733 $17K
Exercise Common Stock 1,500 $26.93 $40K
Exercise Employee Stock Option (right to buy) 1,500 $0.00 $0.00
Exercise Employee Stock Option (right to buy) 1,500 $0.00 $0.00
Exercise Common Stock 1,500 $32.81 $49K
Sale Common Stock 1,500 $34.502 $52K
Exercise Common Stock 1,500 $32.34 $49K
Sale Common Stock 1,100 $34.502 $38K
Sale Common Stock 100 $34.61 $3K
Sale Common Stock 300 $34.675 $10K
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 3,000 contracts (Direct); Common Stock — 6,642 shares (Direct); Common Stock — 3,000 shares (Indirect, Restricted Stock Award)
Footnotes (4)
  1. F1. 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.
  2. F2. 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.
  3. F3. 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.
  4. F4. Award vests in five equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as and Employee, Outside Director or Director Emeritus, as applicable.
Common shares sold 3,000 shares Open-market or private sales on September 2, 2026
Sale price range $34.50–$34.68 per share Common stock sales on September 2, 2026
Options exercised (shares) 5,250 shares Employee stock options exercised on September 2 and 4, 2026
Option exercise price $22.3733 per share Employee stock option first reported, expiring December 13, 2026
Option exercise price $26.9300 per share Employee stock option expiring December 8, 2030
Option exercise price $32.8100 per share Employee stock option expiring December 12, 2027
Option exercise price $32.3400 per share Employee stock option expiring December 11, 2028
Employee Stock Option (right to buy) financial
"Employee Stock Option (right to buy) reported for Vincent O'Bell"
Common Stock financial
"Common Stock listed as the underlying and acquired security"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Restricted Stock Award financial
"Indirect ownership described as a Restricted Stock Award with vesting"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

FAQ

What insider transactions did NWFL executive Vincent O'Bell report in this Form 4?

Vincent O'Bell reported exercising employee stock options for 5,250 shares of Norwood Financial common stock and selling 3,000 shares in open-market or private transactions on September 2 and 4, 2026.

At what prices did Vincent O'Bell sell NWFL common stock?

He sold a total of 3,000 shares of Norwood Financial common stock at per-share prices of about $34.50–$34.68 in transactions dated September 2, 2026.

What were the exercise prices of the NWFL options exercised by Vincent O'Bell?

The employee stock options exercised covered common shares at exercise prices of $22.3733, $26.9300, $32.8100 and $32.3400 per share, with option expirations ranging from December 13, 2026 to December 8, 2030.

How many NWFL shares did Vincent O'Bell sell versus acquire through option exercises?

He acquired 5,250 shares of Norwood Financial common stock through option exercises and sold 3,000 shares in market or private transactions, resulting in a net disposition of 3,000 shares in the reported buy/sell activity.

Were Vincent O'Bell’s NWFL transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 trading plan affirmation box is not checked, so no Rule 10b5-1 trading plan is reported for these transactions.

What restricted stock awards does Vincent O'Bell hold at NWFL?

He holds indirect Restricted Stock Awards that vest in five equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024 and December 15, 2025, in each case contingent on continued service in an eligible role.

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SEC Form 4
FORM 4UNITED 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*
O'Bell Vincent

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Lending Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/02/2026M1,500A$32.815,892D
Common Stock09/02/2026S1,500D$34.5024,392D
Common Stock09/02/2026M1,500A$32.345,892D
Common Stock09/02/2026S1,100D$34.5024,792D
Common Stock09/02/2026S100D$34.614,692D
Common Stock09/02/2026S300D$34.6754,392D
Common Stock09/04/2026M750A$22.37335,142D
Common Stock09/04/2026M1,500A$26.936,642D
Common Stock300(1)IRestricted Stock Award
Common Stock600(2)IRestricted Stock Award
Common Stock900(3)IRestricted Stock Award
Common Stock1,200(4)IRestricted Stock Award
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$32.8109/02/2026M1,50012/12/201812/12/2027Common Stock1,500$00D
Employee Stock Option (right to buy)$32.3409/02/2026M1,50012/11/201912/11/2028Common Stock1,500$00D
Employee Stock Option (right to buy)$22.373309/04/2026M75012/13/201712/13/2026Common Stock750$0750D
Employee Stock Option (right to buy)$26.9309/04/2026M1,50012/08/202112/08/2030Common Stock1,500$02,250D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. Award vests in five equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as and Employee, Outside Director or Director Emeritus, as applicable.
/s/ Vincent G. O'Bell, By Mackenzie Jackson, Power of Attorney09/04/2026
** Signature of Reporting PersonDate
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)

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