Norwood Financial (NWFL) director receives 45-share equity grant

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP director Spencer J. Andress reported a compensation-related stock grant. On 2026-05-11, he acquired 45 shares of common stock at $30.20 per share, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Following this grant, Andress directly owns 8,325 shares of Norwood Financial common stock. A separate holding entry shows an additional 7,247 shares held indirectly through Comprehensive Planner Ltd., reflecting an associated position managed in that entity’s name.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Andress Spencer J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.20	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,325 shares (Direct, null); Common Stock — 7,247 shares (Indirect, Comprehensive Planner Ltd.)

Footnotes (1)

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Key Figures

Director grant size: 45 shares Grant price: $30.20 per share Direct holdings after grant: 8,325 shares +1 more

4 metrics

Director grant size 45 shares Director Retainer Shares issued 2026-05-11

Grant price $30.20 per share Price for 45-share director award

Direct holdings after grant 8,325 shares Spencer J. Andress direct common stock position

Indirect holdings 7,247 shares Held through Comprehensive Planner Ltd.

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect ownership, Form 4

4 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."

indirect ownership financial

"A separate holding entry shows an additional 7,247 shares held indirectly through Comprehensive Planner Ltd."

Form 4 regulatory

"What did Norwood Financial (NWFL) director Spencer J. Andress report on this Form 4?"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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^*

Andress Spencer J

(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)
05/11/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		A		45(1)	A	$30.2	8,325	D
Common Stock								7,247	I	Comprehensive Planner Ltd.

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

	/s/ Spencer J.Andress By: Mackenzie Jackson, Power of Attorney	05/13/2026
	** 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)

FAQ

What did Norwood Financial (NWFL) director Spencer J. Andress report on this Form 4?

Spencer J. Andress reported receiving 45 shares of Norwood Financial common stock. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting compensation rather than an open-market purchase or sale, and increasing his directly held position.

How many Norwood Financial (NWFL) shares did the director acquire and at what price?

He acquired 45 shares of Norwood Financial common stock at a price of $30.20 per share. This was recorded as a grant or award transaction, not an open-market trade, and forms part of his director compensation arrangement under the company’s equity incentive plan.

What are Director Retainer Shares under Norwood Financial’s 2024 Equity Incentive Plan?

Director Retainer Shares are common shares issued to directors as part of their compensation. In this case, 45 shares were granted to Spencer J. Andress under the 2024 Equity Incentive Plan, aligning board compensation partly with equity in Norwood Financial rather than only cash payments.

How many Norwood Financial (NWFL) shares does Spencer J. Andress own after this transaction?

After the grant, he directly owns 8,325 shares of Norwood Financial common stock. A separate holding entry shows 7,247 additional shares held indirectly through Comprehensive Planner Ltd., indicating both personal and entity-related ownership positions in the company’s common stock.

Was this Norwood Financial (NWFL) Form 4 a market buy or sell by the director?

No, the Form 4 reports a grant, not a market trade. The 45 shares were issued as a director retainer award at $30.20 per share under the 2024 Equity Incentive Plan, so it reflects compensation-based acquisition rather than an open-market purchase or sale decision.