Norwood director granted 46 NWFL shares as retainer

Norwood Financial Corp director Alexandra K. Nolan received 46 shares of Common Stock as a stock award on March 11, 2026 at $29.40 per share.

Rhea-AI Filing Summary

Norwood Financial Corp director Alexandra K. Nolan received 46 shares of Common Stock as a stock award on March 11, 2026 at $29.40 per share. This is classified as a grant or other acquisition under a company equity plan, not an open-market purchase.

Following the award, she directly holds 2,716 common shares. The filing also lists significant indirect holdings, including 217,077 shares held through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust, plus several smaller restricted stock awards that vest over future years.

Insider Trade Summary

Grant/Award: 46 shares

Grant/Award 9 txns

Insider Nolan Alexandra K

Role Director

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

Holdings After Transaction: Common Stock — 2,716 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 on 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.

FAQ

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

What did Norwood Financial (NWFL) director Alexandra K. Nolan report in this Form 4?

Director Alexandra K. Nolan reported receiving 46 shares of Norwood Financial Common Stock on March 11, 2026. The shares were granted at $29.40 each as a stock award, categorized as a grant or other acquisition rather than an open-market purchase.

Is the 46-share transaction for NWFL an open-market buy or a stock grant?

The 46-share transaction is a stock grant, not an open-market buy. It is coded as a grant, award, or other acquisition, indicating compensation in shares under an equity plan rather than shares purchased in the open market.

How many Norwood Financial (NWFL) shares does Alexandra K. Nolan hold after this grant?

After the 46-share grant, Alexandra K. Nolan directly holds 2,716 Norwood Financial Common Stock shares. The Form 4 also shows additional indirect holdings through trusts and restricted stock positions, which are reported separately from her direct ownership.

What indirect NWFL share holdings related to Alexandra K. Nolan are disclosed?

The filing lists 217,077 shares held through the Michael C. Nolan Trust and 65,306 shares through the Alexandra K. Nolan Trust. It also discloses several restricted stock positions, each reported as indirect ownership with separate share amounts and vesting schedules.

What is the value reference price for the 46-share NWFL grant?

The 46-share grant to Alexandra K. Nolan uses a reference price of $29.40 per share. This price is typically used for reporting and valuation of the award on the Form 4, even though it is a grant rather than a cash purchase transaction.

How do the restricted stock awards for NWFL vest for Alexandra K. Nolan?

Footnotes state the restricted stock awards vest in equal installments over three or five years. Vesting begins on specific December dates between 2022 and 2026, contingent on continued service as an employee, outside director, or director emeritus.

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

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Accepted by SEC EDGAR 03/13/2026 - 12:18 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 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	2,716	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 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.
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