Form 4: Matergia Ralph A reports acquisition/exercise transactions in NWFL

Rhea-AI Filing Summary

Matergia Ralph A reported acquisition or exercise transactions in a Form 4 filing for NWFL. The filing lists transactions totaling 504 shares at a weighted average price of $26.45 per share. Following the reported transactions, holdings were 26,382 shares.

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^*

Matergia Ralph A

(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)
04/10/2025

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	04/10/2025		A		123(1)	A	$24.33	26,001	D
Common Stock	07/10/2025		A		117(1)	A	$25.6	26,118	D
Common Stock	10/10/2025		A		116(1)	A	$25.84	26,234	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	26,339	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	26,382	D
Common Stock								40(2)	I	Restricted Stock
Common Stock								280(3)	I	Restricted Stock
Common Stock								420(4)	I	Restricted Stock
Common Stock								550(5)	I	Restricted Stock
Common Stock								82(5)	I	Restricted Stock
Common Stock								825(6)	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. 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 on 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/Ralph A. Matergia by John M. McCaffery, Attorney-in-Fact	02/13/2026
	** 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).
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FAQ

What insider transaction did NWFL director Ralph A. Matergia report?

Ralph A. Matergia reported receiving multiple small grants of Norwood Financial common stock as director compensation. These were coded as awards or other acquisitions, not open‑market trades, and gradually increased his directly owned position over several dates in 2025 and early 2026.

How many NWFL shares does Ralph A. Matergia own directly after these transactions?

After the reported awards, Ralph A. Matergia directly owns 26,382 shares of Norwood Financial common stock. This total reflects incremental stock grants received on several dates, each adding modest amounts of shares to his existing direct holdings as a company director.

What were the award prices for Ralph A. Matergia’s NWFL stock grants?

The reported common stock awards were valued at prices between $24.33 and $31.62 per share. Individual grants included 123 shares at $24.33, 117 at $25.60, 116 at $25.84, 105 at $28.42, and 43 at $31.62, reflecting varying grant-date share values.

Are Ralph A. Matergia’s NWFL stock acquisitions open‑market purchases?

No, the filing classifies the transactions with code A as grants, awards, or other acquisitions. This indicates the shares were received as part of compensation arrangements, rather than bought on the open market, consistent with director retainer shares under the company’s equity incentive plan.

What restricted stock holdings does Ralph A. Matergia report for NWFL?

He reports several indirect restricted stock positions in Norwood Financial common stock, including blocks of 40, 280, 420, 550, 82, and 825 shares. These holdings are separate from his direct shares and are subject to vesting conditions described in the accompanying footnotes.

How do the NWFL restricted stock awards for Ralph A. Matergia vest?

The restricted stock awards vest in annual installments over three or five years, starting on specific December dates. Vesting continues each year during ongoing service as an employee, outside director, or director emeritus, aligning equity compensation with continued involvement at Norwood Financial.