Norwood Financial (NASDAQ: NWFL) grants director 46-share stock award

Rhea-AI Filing Summary

Nacinovich Marissa S reported acquisition or exercise transactions in this Form 4 filing.

Norwood Financial Corp director Marissa S. Nacinovich received a stock grant rather than buying shares on the market. She was awarded 46 shares of common stock at $29.40 per share as part of her director retainer under the 2024 Equity Incentive Plan. After this grant, she directly owns 394 common shares. She also has 825 common shares reported as indirect restricted stock. The new award vests in three equal installments beginning on December 15, 2026 and annually thereafter, as long as she continues serving in an eligible role.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nacinovich Marissa S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	46	$29.40	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 394 shares (Direct); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Nacinovich Marissa S

(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)
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	394	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/Marissa S Nacinovich by Mackenzie Jackson, 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 insider transaction did Norwood Financial (NWFL) report for director Marissa S. Nacinovich?

Norwood Financial reported that director Marissa S. Nacinovich received an award of 46 shares of common stock at $29.40 per share. This was a grant under the 2024 Equity Incentive Plan, not an open-market purchase or sale of existing shares.

Is the Norwood Financial (NWFL) Form 4 transaction a stock grant or an open-market trade?

The Form 4 shows a stock grant, not a market trade. Code A identifies it as a grant or award, and footnotes state the 46 shares are “Director Retainer Shares” issued under the 2024 Equity Incentive Plan as part of board compensation.

How many Norwood Financial (NWFL) shares does Marissa S. Nacinovich hold after the reported grant?

Following the grant, she directly owns 394 shares of Norwood Financial common stock. The filing also reports 825 additional shares as indirect restricted stock holdings, giving investors a clearer picture of her total reported equity exposure to the company.

What is the vesting schedule for the Norwood Financial (NWFL) director stock award?

The award vests in three equal installments beginning on December 15, 2026. It then vests annually thereafter, conditioned on continued service as an employee, outside director, or director emeritus, aligning long-term incentives with ongoing involvement at the company.

At what price was the Norwood Financial (NWFL) stock grant to the director recorded?

The 46-share grant was recorded at $29.40 per share. While this price appears in the Form 4 for reporting purposes, it reflects the value assigned to the equity award rather than a price from an open-market buy or sell transaction.