What indirect NORWOOD FINANCIAL CORP (NWFL) holdings related to Joseph W. Carroll are reported?

The filing lists 1,100 shares held by his spouse’s IRA, 1,100 shares held by his IRA, and 7,247 shares held by his spouse. These positions are reported as indirect ownership interests associated with Joseph W. Carroll, distinct from his direct shareholdings.

Is Joseph W. Carroll’s 45-share NWFL grant an open-market purchase or sale?

The 45-share transaction is a grant, not an open-market trade. It is described as Director Retainer Shares issued under the 2024 Equity Incentive Plan, indicating compensation-related equity rather than a discretionary market purchase or sale by the director.

What is the nature of the equity plan used for Joseph W. Carroll’s NWFL share grant?

The award is issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan. This plan provides stock-based compensation such as Director Retainer Shares, aligning director interests with shareholders by granting common stock instead of solely paying cash retainers.

Director at Norwood Financial (NWFL) receives 45-share equity grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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 a small share grant of common stock as part of his board compensation. He received 45 shares at $30.19 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan. After this award, he directly holds 41,784 common shares. The filing also lists additional indirect holdings, including shares held by his IRA, his spouse’s IRA, and by his spouse.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carroll Joseph W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.19	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,784 shares (Direct); Common Stock — 7,247 shares (Indirect, By Spouse)

Footnotes (1)

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Key Figures

Director grant size: 45 shares Grant price: $30.19 per share Direct holdings after grant: 41,784 shares +3 more

6 metrics

Director grant size 45 shares Director Retainer Shares under 2024 Equity Incentive Plan

Grant price $30.19 per share Value used for the 45-share grant

Direct holdings after grant 41,784 shares Common stock directly owned by Joseph W. Carroll

Spouse IRA holdings 1,100 shares Common stock held by spouse’s IRA, indirect ownership

Director IRA holdings 1,100 shares Common stock held by Carroll’s IRA, indirect ownership

Spouse holdings 7,247 shares Common stock held by spouse, indirect ownership

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, IRA, indirect ownership

4 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."

IRA financial

"nature_of_ownership": "By Spouse IRA""

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

indirect ownership financial

"ownership_type": "indirect""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/12/2026 - 09:37 AM Accepted by SEC EDGAR 06/12/2026 - 09:37 AM

FAQ

What insider transaction did Joseph W. Carroll report at NORWOOD FINANCIAL CORP (NWFL)?

Director Joseph W. Carroll reported receiving 45 shares of common stock as compensation. The shares were granted as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting a routine, non-market award rather than an open-market purchase or sale.

At what price were the 45 NORWOOD FINANCIAL CORP (NWFL) shares granted to the director?

The 45 common shares granted to director Joseph W. Carroll were valued at $30.19 per share. This price is used for reporting the equity award and does not indicate an open-market trade or negotiated purchase in the public market.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Joseph W. Carroll hold directly after the grant?

Following the 45-share equity award, Joseph W. Carroll holds 41,784 shares of NORWOOD FINANCIAL CORP common stock directly. This figure reflects his direct ownership position reported in the filing, separate from any indirect holdings through retirement accounts or his spouse.

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)
06/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2026		A		45⁽¹⁾	A	$30.19	41,784	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

	/s/ Joseph W. Carroll By: Mackenzie Jackson, Power of Attorney	06/11/2026
	** 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)

Source: View Original Filing on SEC EDGAR