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Norwood Financial grants Gifford 38 retainer shares

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Form Type
4

Rhea-AI Filing Summary

Norwood Financial Corp. (NWFL) director Jeffrey S. Gifford acquired 38 common shares on November 10, 2026, as Director Retainer Shares issued under the 2024 Equity Incentive Plan; the reported per-share amount was $36.05. His direct common-stock holdings after the award were 26,927 shares. The report also lists indirect common-stock holdings through a spouse, IRAs and custodial accounts.

Insider Gifford Jeffrey S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 38 $36.05 $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 — 26,927 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)
Holdings Before and After: Common Stock, 26,889 to 26,927 shares (Direct)
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 acquired 38 shares November 10, 2026; issued under the 2024 Equity Incentive Plan
Reported per-share amount $36.05 per share Director retainer share acquisition on November 10, 2026
Direct holdings after award 26,927 shares Common stock held directly after the November 10, 2026 transaction
Spouse-held indirect position 76,082 shares Common stock reported through spouse as of November 10, 2026
Custodial positions 2,487 shares each Indirect entries identified by custodians Abigail Lockwood and Ryan Lockwood, dated November 10, 2026
IRA position 35,746 shares Indirect common-stock holding as of November 10, 2026
Spouse IRA position 6,920 shares Indirect common-stock holding as of November 10, 2026
Director Retainer Shares financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan"
2024 Equity Incentive Plan financial
"issued under the 2024 Equity Incentive Plan"
Restricted Stock financial
"nature of ownership listed as 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.
five equal installments financial
"Award vests in five equal installments"
three equal installments financial
"Award vests in three equal installments"

FAQ

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

How many NWFL shares did director Jeffrey S. Gifford acquire?

Jeffrey S. Gifford acquired 38 common shares on November 10, 2026, as Director Retainer Shares issued under the 2024 Equity Incentive Plan. The reported per-share amount was $36.05, and his direct holdings afterward were 26,927 shares.

What other NWFL holdings were reported for Jeffrey S. Gifford?

Reported indirect holdings included 76,082 shares through his spouse, 35,746 shares in an IRA, and 6,920 shares in a spouse IRA as of November 10, 2026. The report also lists 2,487 shares for each of two custodial entries identified as “By Custodian Abigail Lockwood” and “By Custodian Ryan Lockwood.”

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

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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)
11/10/2026
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 Stock11/10/2026A38(1)A$36.0526,927D
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 Attorney11/12/2026
** 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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