[Form 4] Norwood Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Filing: Form 4 filed for Ronald R. Schmalzle, Director of Norwood Financial Corp (NWFL), reporting transactions dated 08/05/2025.

Transactions: Reporting person acquired 600 shares of common stock at a reported price of $24.35. Following the reported transaction, beneficial ownership is reported as 8,715 shares direct. Additional reported holdings include 26,468 shares held in an IRA (indirect) and 825 restricted shares (indirect).

Other details: Relationship to issuer: Director. Explanation states the restricted award vests in three equal installments beginning December 15, 2025, annually thereafter during continued service. Form signed on 08/05/2025 by attorney-in-fact John M. McCaffery.

Positive

• Director acquisition disclosed: 600 shares purchased at $24.35 on 08/05/2025, indicating insider buying activity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director purchase and scheduled vesting; holdings updated but no material dilution or sale reported.

The filing documents a 600-share acquisition at $24.35 by Director Ronald R. Schmalzle on 08/05/2025. Beneficial ownership totals reported as 8,715 direct, 26,468 indirect (IRA) and 825 restricted shares. The disclosure includes a clear vesting schedule for the restricted award beginning 12/15/2025 in three equal installments. The entry appears to be a non-derivative purchase and routine comp/holding update rather than a material corporate event.

Corporate Governance Expert

TL;DR: Insider activity aligns with compensation vesting and a direct purchase; disclosure is standard and investor-relevant.

The report identifies the reporting person as a Director and lists both a purchase of common stock and an outstanding restricted award with a specified vesting timetable. The document includes exact share counts and transaction price, and is signed via attorney-in-fact on 08/05/2025. From a governance perspective this is a customary Form 4 disclosure updating insider holdings and vesting terms.

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
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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^*

Schmalzle Ronald R

(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)
08/05/2025

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	08/05/2025		P		600	A	$24.35	8,715	D
Common Stock								26,468	I	IRA
Common Stock								825(1)	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. 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.

	/s/Ronald R. Schmalzle, by John M. McCaffery, Attorney-in-Fact	08/05/2025
	** 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

When did the insider transaction for NWFL occur?

The transaction date was 08/05/2025 as reported on the Form 4.

How many NWFL shares were acquired and at what price?

The reporting person acquired 600 shares at a reported price of $24.35.

What is Ronald R. Schmalzle's beneficial ownership after the transaction?

Beneficial ownership reported as 8,715 shares direct; additionally 26,468 in an IRA (indirect) and 825 restricted (indirect).

What is the reporting person's relationship to Norwood Financial (NWFL)?

The Form indicates the reporting person is a Director of Norwood Financial Corp.

When do the restricted shares vest according to the filing?

The restricted award vests in three equal installments beginning December 15, 2025 and annually thereafter during continued service.