Norwood Financial Corp (NASDAQ: NWFL) director granted 825 restricted shares

Rhea-AI Filing Summary

Norwood Financial Corp reported an insider equity award for a company director. A Form 4 filing shows that on 12/16/2025 the director received 825 shares of restricted common stock at a price of $29.8 per share. After this transaction, the director holds 10,616 common shares directly, 6,405 shares through an IRA, and 7,544 shares through Forte, Inc., along with multiple existing restricted stock awards.

The new 825-share restricted stock award is held indirectly and, according to the footnotes, will vest in three equal installments beginning on December 15, 2026, subject to continued service as an employee, outside director or director emeritus. Earlier restricted stock awards from 2022, 2023 and 2024 also vest in annual installments over multi‑year periods, reflecting ongoing equity-based compensation.

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^*

FORTE ANDREW

(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								10,616	D
Common Stock								6,405	I	IRA
Common Stock								7,544	I	Forte, Inc.
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/Andrew Forte by John M. McCaffery, Attorney-in-Fact	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Norwood Financial Corp (NWFL) report in this Form 4?

The Form 4 reports that a director of Norwood Financial Corp received 825 shares of restricted common stock on 12/16/2025, recorded at a price of $29.8 per share.

How many Norwood Financial (NWFL) shares does the director own after the reported transaction?

Following the reported transaction, the director beneficially owns 10,616 common shares directly, 6,405 shares through an IRA, 7,544 shares through Forte, Inc., and several blocks of restricted stock, including awards of 40, 280, 420, 550, 82 and 825 shares.

What are the vesting terms for the new 825-share restricted stock award at Norwood Financial?

According to the footnotes, the 825-share restricted stock award vests in three equal installments beginning on December 15, 2026 and annually thereafter, subject to continued service as an employee, outside director or director emeritus.

Are there earlier restricted stock awards reported for the Norwood Financial (NWFL) director?

Yes. The filing lists earlier restricted stock awards of 40, 280, and 420 shares that each vest in five equal installments beginning on December 14, 2022, December 13, 2023, and December 12, 2024, respectively, plus awards of 550 and 82 shares that vest in three equal installments beginning on December 15, 2025.

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

The reporting person is identified as a Director of Norwood Financial Corp, as indicated in the relationship section of the Form 4.

Is the Norwood Financial (NWFL) Form 4 filed for one person or multiple insiders?

The Form 4 is marked as "Form filed by One Reporting Person", indicating it covers a single insider.