Norwood Financial (NASDAQ: NWFL) director granted 43 shares at $31.88

Rhea-AI Filing Summary

Andress Spencer J reported acquisition or exercise transactions in this Form 4 filing.

Norwood Financial Corp director Spencer J. Andress received a grant of 43 shares of Common Stock on July 10, 2026, as Director Retainer Shares under the 2024 Equity Incentive Plan at $31.88 per share. After this award, he holds 8,413 shares directly and 7,247 shares indirectly through Comprehensive Planner Ltd.

Insider Trade Summary

Net Buyer: 43 shares

Net Buy 2 txns

Insider Andress Spencer J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	43	$31.88	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,413 shares (Direct); Common Stock — 7,247 shares (Indirect, Comprehensive Planner Ltd.)

Footnotes (1)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Key Figures

Director stock grant: 43 shares of Common Stock Grant price: $31.88 per share Direct holdings after grant: 8,413 shares +1 more

4 metrics

Director stock grant 43 shares of Common Stock Grant, award, or other acquisition on July 10, 2026

Grant price $31.88 per share Price per share for the 43-share director retainer grant

Direct holdings after grant 8,413 shares Total Common Stock directly held by Spencer J. Andress after the July 10, 2026 grant

Indirect holdings reported 7,247 shares Common Stock held indirectly through Comprehensive Planner Ltd. as of July 10, 2026

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, grant, award, or other acquisition

3 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."

grant, award, or other acquisition financial

"Transaction code A described as grant, award, or other acquisition."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 04:01 PM Accepted by SEC EDGAR 07/14/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What insider transaction did NWFL director Spencer J. Andress report?

Spencer J. Andress reported receiving 43 shares of Norwood Financial Corp Common Stock as a grant. The shares were Director Retainer Shares issued under the 2024 Equity Incentive Plan on July 10, 2026, rather than an open-market purchase.

How many Norwood Financial (NWFL) shares were granted and at what price?

Spencer J. Andress was granted 43 shares of Norwood Financial Common Stock at $31.88 per share. These Director Retainer Shares were issued as part of his board compensation under the company’s 2024 Equity Incentive Plan.

What are Spencer J. Andress’s direct NWFL share holdings after this grant?

After the reported grant, Spencer J. Andress directly holds 8,413 shares of Norwood Financial Common Stock. This figure reflects his total direct ownership immediately following the July 10, 2026 director retainer share award.

What indirect Norwood Financial (NWFL) holdings does Spencer J. Andress report?

Spencer J. Andress reports 7,247 shares of Norwood Financial Common Stock held indirectly through Comprehensive Planner Ltd.. This entry reflects an indirect ownership position separate from his directly held 8,413-share stake.

Under which plan were the 43 Norwood Financial (NWFL) shares issued?

The 43-share grant to Spencer J. Andress was issued as Director Retainer Shares under Norwood Financial’s 2024 Equity Incentive Plan. This indicates the shares represent board compensation rather than a discretionary market transaction.

Were Spencer J. Andress’s 43 NWFL shares purchased on the open market?

No. The 43 Norwood Financial shares were recorded as a grant, award, or other acquisition at $31.88 per share. A footnote states they are Director Retainer Shares issued under the 2024 Equity Incentive Plan, not open-market purchases.

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)
07/10/2026

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	07/10/2026		A		43(1)	A	$31.88	8,413	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	07/14/2026
	** 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)