[Form 4/A] NORWOOD FINANCIAL CORP Amended Insider Trading Activity

Rhea-AI Filing Summary

Norwood Financial Corp director Jeffrey S. Gifford reported routine equity compensation grants in the form of common stock. On 04/10/2025, 07/10/2025, 10/10/2025, 01/12/2026, and 02/11/2026 he acquired 123, 117, 116, 105, and 43 shares, respectively, as director retainer shares issued under the 2024 Equity Incentive Plan, at prices between $24.33 and $31.62 per share. After these transactions he directly held 26,546 common shares, with additional indirect holdings through spouse, custodial, IRA, and restricted stock positions.

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

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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^*

Gifford Jeffrey S

(Last) (First) (Middle)

717 MAIN STREET

(Street)

HONESDALE PA 18431

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	04/10/2025		A		123(1)	A	$24.33	26,165	D
Common Stock	07/10/2025		A		117(1)	A	$25.6	26,282	D
Common Stock	10/10/2025		A		116(1)	A	$28.42	26,398	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	26,503	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	26,546	D
Common Stock								76,082	I	Spouse
Common Stock								2,487	I	By Custodian Abigail Lockwood
Common Stock								2,487	I	By Custodian Ryan Lockwood
Common Stock								35,746	I	IRA
Common Stock								6,920	I	Spouse IRA
Common Stock								40(2)	I	Restricted Stock
Common Stock								280(3)	I	Restricted Stock
Common Stock								420(4)	I	Restricted Stock
Common Stock								550(5)	I	Restricted Stock
Common Stock								82(5)	I	Restricted Stock
Common Stock								825(6)	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. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

2. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

3. 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.

4. 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.

5. Award vests in three 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.

6. 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/ Jeffrey S. Gifford by John M. McCaffery POA	02/17/2026
	** 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.

FAQ

What insider activity did NWFL director Jeffrey S. Gifford report on this Form 4/A?

Jeffrey S. Gifford reported acquiring small amounts of Norwood Financial Corp common stock as director compensation. These grants were made on several dates in 2025 and early 2026 and reflect routine director retainer shares under the company’s equity incentive plan.

How many NWFL shares did the director acquire and at what prices?

He acquired 123, 117, 116, 105, and 43 NWFL common shares on separate dates, at prices of $24.33, $25.60, $28.42, $28.42, and $31.62 per share. These were issued as equity compensation rather than open-market purchases.

What is Jeffrey S. Gifford’s direct ownership in Norwood Financial Corp after these transactions?

Following the reported acquisitions, Jeffrey S. Gifford directly held 26,546 shares of Norwood Financial Corp common stock. This figure reflects his personal holdings only and excludes additional indirect interests reported through spouse, custodial, IRA, and restricted stock positions.

What indirect NWFL holdings associated with the director are disclosed in the filing?

Indirect holdings include shares held by his spouse, custodial accounts for Abigail and Ryan Lockwood, an IRA, a spouse’s IRA, and several restricted stock awards. Each category is listed separately in the filing with its own share count and labeled as indirect ownership.

What is the source of the NWFL shares granted to the director in this filing?

The shares are described as director retainer shares issued under Norwood Financial Corp’s 2024 Equity Incentive Plan. This indicates they are compensation-related equity awards granted for service as an outside director or similar board role, rather than market transactions.

How do the restricted stock awards for NWFL vest for the reporting person?

The filing explains that several restricted stock awards vest in equal installments over three or five years. Vesting begins on specific December dates between 2022 and 2026, conditioned on continued service as an employee, outside director, or director emeritus, as applicable.