Norwood Financial (NASDAQ: NWFL) director discloses new restricted stock award

Rhea-AI Filing Summary

Norwood Financial Corp director reports new restricted stock award

A Norwood Financial Corp (NWFL) director filed a Form 4 reporting the grant of 825 shares of restricted common stock on December 16, 2025 at a value of $29.8 per share. The new award is reported as indirectly owned and classified as restricted stock.

According to the footnotes, this new award will vest in three equal installments beginning on December 15, 2026, with additional installments vesting annually thereafter during continued service as an Employee, Outside Director or Director Emeritus. The filing also lists the director’s existing holdings, including directly owned shares, shares held by a spouse, custodial accounts for family members, an IRA, and multiple prior restricted stock awards with vesting schedules beginning in 2022, 2023, 2024, and 2025.

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)
12/16/2025

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

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								26,015	D
Common Stock								76,082	I	Spouse
Common Stock								2,370	I	By Custodian Abigail Lockwood
Common Stock								2,370	I	By Custodian Ryan Lockwood
Common Stock								34,068	I	IRA
Common Stock								40(1)	I	Restricted Stock
Common Stock								280(2)	I	Restricted Stock
Common Stock								420(3)	I	Restricted Stock
Common Stock								550(4)	I	Restricted Stock
Common Stock								82(4)	I	Restricted Stock
Common Stock	12/16/2025		A		825	A	$29.8	825(5)	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. 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.

2. 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.

3. 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.

4. 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.

5. 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	12/18/2025
	** 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 transaction did Norwood Financial Corp (NWFL) report?

A Norwood Financial Corp (NWFL) director reported receiving an award of 825 shares of restricted common stock on December 16, 2025, as disclosed in a Form 4 filing.

What was the reported value of the new restricted stock for NWFL's director?

The filing reports the new restricted stock award of 825 shares at a value of $29.8 per share.

How and when do the new NWFL restricted stock awards vest?

Footnote 5 states that the 825-share restricted stock award vests in three equal installments beginning on December 15, 2026, and annually thereafter during continued service as an Employee, Outside Director or Director Emeritus.

What is the reporting person’s relationship to Norwood Financial Corp (NWFL)?

The filing identifies the reporting person as a Director of Norwood Financial Corp (NWFL).

Does the NWFL director hold other forms of indirect ownership?

Yes. The Form 4 lists indirect holdings through a spouse, custodial accounts for Abigail and Ryan Lockwood, an IRA, and several restricted stock awards with different vesting schedules.

What prior restricted stock awards to the NWFL director are described?

The explanations describe earlier restricted stock awards that vest in five equal installments beginning on December 14, 2022, December 13, 2023, and December 12, 2024, and in three equal installments beginning on December 15, 2025, subject to continued service.