{"url_path":"/sec/nwfl/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-03-13","source_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001013272-26-000003-index.html","accession_number":"0001013272-26-000003","cik":"0001013272","ticker":"NWFL","issuer_name":"NORWOOD FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013272/0001013272-26-000003-index.html","primary_entity_key":"0001013272","primary_entity_name":"NORWOOD FINANCIAL CORP"},"word_count":283,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.\n\n(a)Security Ownership of Certain Beneficial Owners\n\nInformation required by this item is incorporated herein by reference to the Section captioned “Principal Holders of Our Common Stock” of the Proxy Statement.\n\n(b)Security Ownership of Management\n\nInformation required by this item is incorporated herein by reference to the section captioned “Proposal I - Election of Directors” of the Proxy Statement.\n\n(c)Changes in Control\n\nManagement of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.\n\n79\n\n(d)Equity Compensation Plan Information\n\nEQUITY COMPENSATION PLAN INFORMATION\n\n(a)\n\n(b)\n\n(c)\n\nNumber of Securities to be issued upon exercise of outstanding options, warrants and rights*\n\nWeighted-average exercise price of outstanding options, warrants and rights *\n\nNumber of securities remaining available for future issuance under equity compensation plans, (excluding securities reflected in column (a)) *\n\nEquity compensation plans\n\napproved by security holders:\n\n2024 Equity Incentive Plan (1)\n\n72,000\n\n28.43\n\n375,291\n\nEquity compensation plans\n\nnot approved by security holders:.\n\nNone\n\n—\n\n—\n\n—\n\nTOTAL\n\n72,000\n\n$\n\n28.43\n\n375,291\n\n(1)The 2024 Equity Incentive Plan was approved by stockholders at the Annual Meeting of Stockholders on April 23, 2024. On December 16, 2025 the 2024 Equity Incentive Plan was amended as follows. The award of Directors Retainer Shares was increased from the current limit of $1000 of each director’s monthly retainer fee to be paid in the form of Company common stock (“Company Stock”) to a total of the first 25% of each director’s monthly retainer fee to be paid in the form of Company Stock."}