Director James Shook buys NORWOOD Financial (NWFL) shares in open-market trade

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP director James Shook bought additional company stock in an open-market transaction. On April 30, 2026, he purchased 375 shares of Common Stock at a price of $29.06 per share, bringing his direct ownership to 9,353 shares.

He also has 825 shares of Common Stock reported as indirect ownership classified as Restricted Stock. According to the award terms, these restricted shares vest in three equal installments beginning on December 15, 2026 and annually thereafter, contingent on his continued service in an eligible role.

Insider Trade Summary

Net Buyer: 375 shares ($10,898)

Net Buy 2 txns

Insider Shook James

Role null

Bought 375 shs ($11K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	375	$29.06	$11K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 9,353 shares (Direct, null); Common Stock — 825 shares (Indirect, Restricted Stock)

Footnotes (1)

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Key Figures

Shares purchased: 375 shares Purchase price: $29.06 per share Direct holdings after transaction: 9,353 shares +2 more

5 metrics

Shares purchased 375 shares Open-market purchase on April 30, 2026

Purchase price $29.06 per share Open-market transaction for Common Stock

Direct holdings after transaction 9,353 shares Common Stock directly owned after April 30, 2026 trade

Restricted Stock holdings 825 shares Indirect ownership classified as Restricted Stock

Net shares bought 375 shares Net-buy direction across reported transactions

Key Terms

Restricted Stock, open-market purchase, Director Emeritus

3 terms

Restricted Stock financial

"nature_of_ownership": "Restricted Stock""

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

open-market purchase financial

"transaction_action": "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Director Emeritus financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

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^*

Shook James

(Last) (First) (Middle)

717 MAIN ST

(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)
04/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		P		375	A	$29.06	9,353	D
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, 2026 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

	/s/ James Shook by Mackenzie Jackson, Power of Attorney	05/01/2026
	** 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)

FAQ

What did NORWOOD FINANCIAL CORP (NWFL) director James Shook do in this Form 4?

Director James Shook reported buying 375 shares of NORWOOD FINANCIAL CORP Common Stock in an open-market transaction. The purchase occurred on April 30, 2026, and reflects an increase in his directly owned stake in the company.

At what price did James Shook buy NORWOOD FINANCIAL CORP (NWFL) shares?

He purchased 375 shares of NORWOOD FINANCIAL CORP Common Stock at $29.06 per share. This open-market transaction shows the exact price he paid to increase his direct ownership position in the company’s stock.

How many NORWOOD FINANCIAL CORP (NWFL) shares does James Shook own after this transaction?

Following the reported open-market purchase, James Shook directly owns 9,353 shares of NORWOOD FINANCIAL CORP Common Stock. This figure reflects his direct holdings after adding the 375 shares bought on April 30, 2026.

What are the indirect Restricted Stock holdings reported for James Shook at NORWOOD FINANCIAL CORP (NWFL)?

The filing lists 825 shares of NORWOOD FINANCIAL CORP Common Stock as indirectly owned Restricted Stock. These shares represent an award subject to vesting conditions over time rather than an immediate, freely tradable position.

When do James Shook’s Restricted Stock awards in NORWOOD FINANCIAL CORP (NWFL) vest?

The Restricted Stock award vests in three equal installments starting on December 15, 2026, and annually thereafter. Vesting depends on his continued service as an Employee, Outside Director, or Director Emeritus during these periods.

Was this NORWOOD FINANCIAL CORP (NWFL) transaction a market purchase or another type of grant?

The Form 4 shows a market purchase of 375 shares coded as an open-market transaction, plus a separate Restricted Stock holding entry. The purchase is distinct from the award, which vests over several years subject to service conditions.