Schmalzle Ronald R 4

What Happened Ronald R. Schmalzle, a director of Norwood Financial Corp. (NWFL), received three equity awards (grants) totaling 264 shares: 116 shares on 2025-10-10 at $25.84 ($2,997), 105 shares on 2026-01-12 at $28.42 ($2,984), and 43 shares on 2026-02-11 at $31.62 ($1,360). These were equity awards issued as director compensation under the company's equity incentive plan (not open-market purchases or sales).

Key Details

• Transaction dates and values:
  • 2025-10-10: 116 shares @ $25.84 — $2,997 (grant)
  • 2026-01-12: 105 shares @ $28.42 — $2,984 (grant)
  • 2026-02-11: 43 shares @ $31.62 — $1,360 (grant)
• Total: 264 shares, approximately $7,341 in aggregate value.
• Shares owned after transaction: not specified in the reported Form 4.
• Footnotes from the filing:
  • F1: These are Director Retainer Shares issued under the 2024 Equity Incentive Plan.
  • F2: One award vests in three equal installments beginning Dec 15, 2025 and annually thereafter while in service.
  • F3: Another award vests in three equal installments beginning Dec 15, 2026 and annually thereafter while in service.
• Filing timeliness: The Form 4 was filed on 2026-02-13 covering the Oct 10, 2025 grant and later grants; the Oct 10, 2025 grant appears to have been reported after the usual 2-business-day window.

Context These transactions are grants of compensation to a director (retainer shares) rather than purchases from the open market or exercises of options. Such awards are routine forms of director compensation; vesting schedules (F2/F3) mean portions of the awards will only become owned over time if the director remains in service.