Donnelly James O - 26 Jan 2026 Form 4 Insider Report for NORWOOD FINANCIAL CORP (NWFL)

Role: President & CEO, Director
Signature: /s/ James O. Donnelly by John M. McCaffery Attorne-in-Fact
Issuer symbol: NWFL
Transactions as of: 26 Jan 2026
Net transactions value: +$5,630
Form type: 4
Filing time: 28 Jan 2026, 15:47:40 UTC
Previous filing: 13 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Donnelly James O	President & CEO, Director	717 MAIN STREET, HONESDALE	/s/ James O. Donnelly by John M. McCaffery Attorne-in-Fact	28 Jan 2026	0001926425

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NWFL	Common Stock	Purchase	$5,630	+200		$28.15	200	27 Jan 2026	IRA
holding	NWFL	Common Stock						11,637	26 Jan 2026	Direct
holding	NWFL	Common Stock						300	26 Jan 2026	Restricted Stock	F1
holding	NWFL	Common Stock						1,000	26 Jan 2026	Restricted Stock	F2
holding	NWFL	Common Stock						3,868	26 Jan 2026	Restricted Stock	F3
holding	NWFL	Common Stock						4,738	26 Jan 2026	Restricted Stock	F4
holding	NWFL	Common Stock						6,651	26 Jan 2026	Restricted Stock	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Award vests at a rate of 70% as of the one-year anniversary of the date of the grant, May 10, 2022, and then at a rate of 10% annually thereafter until such stock award shares are fully vested.
F2	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.
F3	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.
F4	Award vests in five 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.
F5	Award vests in five 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.