STOCK TITAN

Norwood Financial (NWFL) director receives stock award grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gifford Jeffrey S reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Jeffrey S. Gifford received a grant of 43.0000 shares of common stock at $31.8800 per share on July 10, 2026 as Director Retainer Shares under the 2024 Equity Incentive Plan, bringing his direct holdings to 26,770.0000 shares.

He also reports indirect ownership, including 76,082.0000 shares held by his spouse, 35,746.0000 in an IRA, 6,920.0000 in a spouse IRA, multiple restricted stock positions, and custodial holdings of 2,487.0000 shares for each of two individuals. Footnotes state restricted awards vest in equal installments beginning in December 2022, 2023, 2024, 2025 and 2026, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Gifford Jeffrey S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 43 $31.88 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 26,770 shares (Direct); Common Stock — 76,082 shares (Indirect, Spouse)
Footnotes (1)
  1. Director Retainer Shares issued under the 2024 Equity Incentive Plan. 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. 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. 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. 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. 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 grant shares 43.0000 shares Grant of common stock on July 10, 2026 (code A)
Grant price per share $31.8800 per share Price used for the 43.0000-share director grant
Direct holdings after grant 26,770.0000 shares Total direct common stock ownership following July 10, 2026 grant
Spouse holdings 76,082.0000 shares Indirect ownership reported as held by spouse
IRA holdings 35,746.0000 shares Indirect ownership reported in an IRA
Spouse IRA holdings 6,920.0000 shares Indirect ownership reported in a spouse IRA
Custodial holdings per account 2,487.0000 shares Indirect ownership reported by custodian for each of two individuals
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.
Spouse IRA financial
"nature_of_ownership: Spouse IRA"
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FAQ

What insider transaction did Norwood Financial (NWFL) report for Jeffrey S. Gifford?

Jeffrey S. Gifford received a grant of 43.0000 shares of Norwood Financial common stock at $31.8800 per share on July 10, 2026. The award is classified as a grant or other acquisition under code A and represents director compensation rather than an open-market trade.

How many Norwood Financial (NWFL) shares does Jeffrey S. Gifford now hold directly?

After the July 10, 2026 grant, Jeffrey S. Gifford holds 26,770.0000 shares directly of Norwood Financial common stock. This figure reflects his total direct ownership reported following the grant of 43.0000 Director Retainer Shares under the 2024 Equity Incentive Plan.

What is the nature of the 43-share award to Norwood Financial (NWFL) director Jeffrey S. Gifford?

The 43.0000-share award is described as Director Retainer Shares issued under Norwood Financial’s 2024 Equity Incentive Plan. It is a compensation-related grant (transaction code A), not an open-market purchase or sale, and increases his direct common stock holdings.

How do restricted stock awards for Norwood Financial (NWFL) vest for Jeffrey S. Gifford?

Footnotes state that restricted stock awards vest in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025 and December 15, 2026, with vesting each year conditioned on continued service in an eligible role.

Is the Form 4 for Norwood Financial (NWFL) a buy or sell signal from Jeffrey S. Gifford?

The filing reports an acquisition via grant (code A) of 43.0000 shares, not an open-market buy or sale. Most other entries are holding records showing direct and indirect positions, so no discretionary market purchases or sales are disclosed in this report.
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)
07/10/2026
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 Stock07/10/2026A43(1)A$31.8826,770D
Common Stock76,082ISpouse
Common Stock2,487IBy Custodian Abigail Lockwood
Common Stock2,487IBy Custodian Ryan Lockwood
Common Stock35,746IIRA
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
Common Stock6,920ISpouse IRA
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 Attorney07/14/2026
** 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)