Welcome to our dedicated page for Norwood Finl SEC filings (Ticker: NWFL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Norwood Financial Corp filings document the public-company disclosures of a bank holding company for Wayne Bank. Its Form 8-K reports furnish earnings releases, earnings-call materials, annual-meeting presentations, dividend announcements, and other material-event disclosures tied to operating results, financial condition, shareholder distributions, and business strategy.
The company’s proxy and annual-meeting filings cover director elections, auditor ratification, advisory executive-compensation votes, and final voting results. Norwood’s filings also identify its Nasdaq-listed common stock, capital-structure terms, governance matters, exhibits, and Regulation FD materials associated with its regional banking operations and completed bank acquisition activity.
FORTE ANDREW reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Andrew Forte reported a grant of 55 shares of Common Stock at $30.39 per share. These Director Retainer Shares were issued under the 2024 Equity Incentive Plan and increased his directly held stake to 12,117 shares.
Forte also reports indirect holdings, including shares held in an IRA and through Forte, Inc., as well as several restricted stock awards. The footnotes state these awards vest in equal annual installments beginning on specific December dates from 2022 through 2026, conditioned on continued service as an employee or director.
Schmalzle Ronald R reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Ronald R. Schmalzle received a grant of 45 shares of common stock on April 10, 2026 at $30.39 per share as Director Retainer Shares under the 2024 Equity Incentive Plan. After this award, he directly holds 9,345 shares. He also has indirect holdings of 26,468 shares in an IRA and restricted stock positions of 550 and 825 shares that vest in three equal annual installments beginning on December 15, 2025 and December 15, 2026, subject to continued service.
PHILLIPS KENNETH A reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Kenneth A. Phillips received a grant of 45 shares of Common Stock on April 10, 2026, valued at $30.39 per share, as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Following this award, he holds 15,760 shares directly, and the filing also lists several indirect restricted stock holdings that vest in equal installments beginning on various December dates from 2022 through 2026, contingent on continued service.
Nolan Alexandra K reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Alexandra K. Nolan reported an equity award rather than a market trade. She received a grant of 45 shares of common stock at $30.39 per share as Director Retainer Shares under the 2024 Equity Incentive Plan, increasing her direct holdings to 2,761 shares.
The filing also lists indirect ownership through the Michael C. Nolan Trust with 217,077 shares and the Alexandra K. Nolan Trust with 65,306 shares, plus several restricted stock awards. These restricted stock grants vest in installments over multiple years beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued service.
Nacinovich Marissa S reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Marissa S. Nacinovich reported receiving an equity award of 45 shares of Common Stock on April 10, 2026. The award, described as Director Retainer Shares under the 2024 Equity Incentive Plan, was valued at $30.39 per share.
After this grant, she holds 439 Common Stock shares directly and 825 shares indirectly as Restricted Stock. The new award vests in three equal installments beginning on December 15, 2026 and annually thereafter, conditioned on continued service in an eligible board role.
Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Ralph A. Matergia received an equity grant of 45 shares of Common Stock on April 10, 2026 at $30.39 per share. This award, described as Director Retainer Shares under the 2024 Equity Incentive Plan, increased his directly held position to 26,473 shares.
He also reports several indirect Restricted Stock holdings, which vest in scheduled installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, subject to continued service as an employee, outside director or director emeritus.
Norwood Financial Corp has issued its 2026 proxy for the April 28 virtual annual meeting, asking stockholders to elect three directors, ratify S.R. Snodgrass, P.C. as auditor for 2026, and approve an advisory "say‑on‑pay" vote on executive compensation.
The proxy details 10,890,166 common shares outstanding as of March 18, 2026 and shows CEO James O. Donnelly’s 2025 pay of $1,009,784, including a $605,000 salary, $151,250 cash bonus and stock awards. It highlights equity grants under the 2024 Equity Incentive Plan, nonqualified salary continuation and change‑in‑control protections for senior executives, and director fees totaling about $855,000 in 2025.
The board reports 2025 net income of $27.8 million and discloses that most directors are Nasdaq‑independent, with an independent chair and an audit committee financial expert. It also describes insider trading, hedging, clawback and deferred compensation policies, and outlines deadlines and procedures for 2027 stockholder proposals and proxy access in director contests.
Andress Spencer J reported acquisition or exercise transactions in this Form 4 filing.
NORWOOD FINANCIAL CORP director Spencer J. Andress received a grant of 46 shares of Common Stock at $29.40 per share as director retainer compensation. The footnote explains these are Director Retainer Shares issued under the 2024 Equity Incentive Plan, making this a routine, compensation-related equity award rather than a market purchase.
Following the grant, Andress directly holds 8,235 shares of Common Stock. In addition, 7,247 shares are reported as held indirectly through Comprehensive Planner Ltd., reflecting an associated entity position separate from his direct ownership.
FORTE ANDREW reported acquisition or exercise transactions in this Form 4 filing.
Norwood Financial Corp director Andrew Forte reported a stock award of 57 shares of Common Stock at $29.40 per share. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan. Following the grant, Forte holds 12,062 shares directly, alongside additional indirect holdings in an IRA, Forte, Inc., and multiple restricted stock awards that vest in scheduled annual installments beginning on various December dates from 2022 through 2026.