What was the price used for the 45-share equity award to NWFL director Matergia?

The 45-share equity award to NWFL director Ralph A. Matergia used a price of $30.19 per share. This figure reflects the value assigned to the director retainer shares under the company’s 2024 Equity Incentive Plan, not an actual open-market purchase price.

Norwood Financial director awarded 45 NWFL shares

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Ralph A. Matergia reported a routine equity award. On June 10, 2026, he received 45 shares of Common Stock as a grant under the 2024 Equity Incentive Plan at $30.19 per share, bringing his direct holdings to 26,563 shares. The filing also lists several indirect restricted stock positions with small share amounts that reflect existing awards rather than new market purchases or sales.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 7 txns

Insider Matergia Ralph A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.19	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,563 shares (Direct); Common Stock — 2,197 shares (Indirect, Restricted Stock)

Footnotes (6)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
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.
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.
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.
F5. 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.
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.

Key Figures

Equity award shares: 45 shares Grant valuation price: $30.19 per share Direct holdings after award: 26,563 shares +2 more

5 metrics

Equity award shares 45 shares Director retainer grant on June 10, 2026

Grant valuation price $30.19 per share Value assigned to director retainer shares

Direct holdings after award 26,563 shares Common Stock held directly following the grant

Indirect restricted stock lot 825 shares Restricted Stock held indirectly after transaction

Indirect restricted stock lot 550 shares Restricted Stock held indirectly after transaction

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, vests in five equal installments, +1 more

5 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

2024 Equity Incentive Plan financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

Restricted Stock financial

"nature_of_ownership": "Restricted Stock""

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.

vests in five equal installments financial

"Award vests in five equal installments beginning on December 14, 2022"

Director Emeritus financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

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

What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Ralph A. Matergia?

NORWOOD FINANCIAL CORP (NWFL) reported that director Ralph A. Matergia received 45 shares of Common Stock as an equity award. The grant is categorized as a director retainer under the 2024 Equity Incentive Plan rather than an open-market stock purchase or sale.

How many NWFL shares does Ralph A. Matergia hold after this Form 4 filing?

After the reported grant, Ralph A. Matergia directly holds 26,563 shares of NORWOOD FINANCIAL CORP (NWFL) Common Stock. The Form 4 also lists several smaller, indirect restricted stock holdings, which represent existing equity awards rather than new open-market transactions.

Are the reported NWFL transactions open-market buys or sells by Ralph A. Matergia?

The filing does not show open‑market buys or sells by Ralph A. Matergia. Instead, it records a 45‑share grant classified as a director retainer award and several restricted stock holdings, which are compensation-related positions rather than discretionary trading in NORWOOD FINANCIAL CORP (NWFL) stock.

What does 'Restricted Stock' mean in Ralph A. Matergia’s NWFL Form 4 filing?

In the NWFL Form 4, 'Restricted Stock' refers to shares granted as compensation that vest over time. Footnotes show these awards vest in installments on specific December dates, contingent on continued service as an employee, outside director, or director emeritus.

Under which plan were the director retainer shares granted to the NWFL director?

The director retainer shares for the NWFL director were issued under the 2024 Equity Incentive Plan. A footnote explains that these 45 shares are 'Director Retainer Shares' granted as part of the company’s structured equity compensation program for board service.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/12/2026 - 10:01 AM EDT

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

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^*

Matergia Ralph A

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2026		A		45⁽¹⁾	A	$30.19	26,563	D
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/Ralph A. Matergia by Mackenzie Jackson, Power of Attorney	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR