Donnelly James O - 31 Dec 2025 Form 5 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
31 Dec 2025
Net transactions value
$0
Form type
5
Filing time
13 Feb 2026, 16:28:49 UTC
Previous filing
18 Dec 2025
Next filing
28 Jan 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 13 Feb 2026 0001926425

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NWFL Common Stock 11,700 31 Dec 2025 Direct
holding NWFL Common Stock 200 31 Dec 2025 IRA
holding NWFL Common Stock 300 31 Dec 2025 Restricted Stock F1
holding NWFL Common Stock 3,868 31 Dec 2025 Restricted Stock F2
holding NWFL Common Stock 4,738 31 Dec 2025 Restricted Stock F3
holding NWFL Common Stock 1,000 31 Dec 2025 Restricted Stock F4
holding NWFL Common Stock 6,651 31 Dec 2025 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 and Employee, Outside Director or Director Emeritus, as applicable.
F5 Award vests in five equal installments beginning on December 15, 2026 an annually thereafter during such periods of continued service as an Employee, Outside Director or DIrector Emeritus, as applicable.