STOCK TITAN

Norwood Financial grants director 39 retainer shares

Director Jeffrey S. Gifford received a small equity retainer award in NWFL and reported updated direct, indirect, and restricted stock holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (symbol: NWFL) is the issuer of record for a Form 4 filing submitted to the SEC. Gifford Jeffrey S reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP (NWFL) reported that director Jeffrey S. Gifford received a grant of 39 shares of common stock on September 10, 2026 as director retainer shares under the 2024 Equity Incentive Plan at $34.47 per share. Following this grant, he holds 26,849 common shares directly, plus additional indirect holdings through his spouse, individual retirement accounts, custodial accounts for family members, and multiple restricted stock awards that vest annually over three- or five-year schedules. No Rule 10b5-1 trading plan is reported for these transactions.

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Insider Gifford Jeffrey S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 39 $34.47 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
Holdings After Transaction: Common Stock — 26,849 shares (Direct); Common Stock — 76,082 shares (Indirect, Spouse); Common Stock — 2,487 shares (Indirect, By Custodian Abigail Lockwood); Common Stock — 2,487 shares (Indirect, By Custodian Ryan Lockwood); Common Stock — 35,746 shares (Indirect, IRA); Common Stock — 6,920 shares (Indirect, Spouse IRA); Common Stock — 2,197 shares (Indirect, Restricted Stock)
Footnotes (6)
  1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
  2. F2. 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. F3. 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. F4. 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. F5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
  6. F6. 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.
Director retainer shares granted 39 shares Common stock grant to Jeffrey S. Gifford on September 10, 2026
Grant value per share $34.47 per share Value used for the 39-share director retainer grant
Direct holdings after grant 26,849 shares Common shares directly held by Jeffrey S. Gifford after September 10, 2026 grant
Spouse indirect holdings 76,082 shares Common shares held indirectly through spouse
Custodial account holdings per child 2,487 shares Common shares held indirectly for each of Abigail and Ryan Lockwood
Individual retirement account holdings 35,746 shares Common shares held indirectly through an individual retirement account
Spouse individual retirement account holdings 6,920 shares Common shares held indirectly through spouse’s individual retirement account
Equity Incentive Plan financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Director Retainer Shares financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan."
Restricted Stock financial
"Nature of ownership is reported as Restricted Stock with time-based vesting."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NWFL director Jeffrey S. Gifford report?

Jeffrey S. Gifford reported receiving a grant of 39 shares of NORWOOD FINANCIAL CORP common stock on September 10, 2026 as director retainer shares issued under the 2024 Equity Incentive Plan at a value of $34.47 per share.

How many NWFL shares does Jeffrey S. Gifford hold directly after this Form 4?

After the September 10, 2026 grant, Jeffrey S. Gifford directly holds 26,849 shares of NORWOOD FINANCIAL CORP common stock. This figure reflects his direct ownership only and is separate from indirect and restricted stock positions reported in the filing.

What indirect NWFL shareholdings associated with Jeffrey S. Gifford are reported?

The filing reports indirect ownership of 76,082 shares through his spouse, 2,487 shares each in custodial accounts for Abigail Lockwood and Ryan Lockwood, an individual retirement account with 35,746 shares, and a spouse individual retirement account with 6,920 shares.

Are the reported NWFL transactions by Jeffrey S. Gifford under a Rule 10b5-1 plan?

No. The Form 4 indicates that the transactions and holdings reported for Jeffrey S. Gifford were not made under a Rule 10b5-1 trading plan, as the related affirmation box is not selected.

How do Jeffrey S. Gifford’s restricted stock awards in NWFL vest?

Restricted stock awards reported for Jeffrey S. Gifford vest in equal annual installments. Some awards vest over five years beginning on December 14, 2022, December 13, 2023, and December 12, 2024, while others vest over three years beginning December 15, 2025 and December 15, 2026.

What is the nature of the 39-share NWFL grant to Jeffrey S. Gifford?

The 39-share grant to Jeffrey S. Gifford consists of director retainer shares issued as part of his compensation under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan, with the value for this award measured at $34.47 per share on September 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 PENNSYLVANIA 18431

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NORWOOD FINANCIAL CORP [ NWFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/10/2026A39(1)A$34.4726,849D
Common Stock76,082ISpouse
Common Stock2,487IBy Custodian Abigail Lockwood
Common Stock2,487IBy Custodian Ryan Lockwood
Common Stock35,746IIRA
Common Stock6,920ISpouse IRA
Common Stock40(2)IRestricted Stock
Common Stock280(3)IRestricted Stock
Common Stock420(4)IRestricted Stock
Common Stock550(5)IRestricted Stock
Common Stock82(5)IRestricted Stock
Common Stock825(6)IRestricted 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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 Mackenzie Jackson, Power of Attorney09/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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