Norwood Financial director receives stock grant

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

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 45 shares of Common Stock as director compensation. The shares were awarded at a reference price of $30.39 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan, rather than through an open-market purchase.

Following this grant, Andress holds 8,280 shares directly and an additional 7,247 shares indirectly through Comprehensive Planner Ltd., reflecting a relatively small, routine equity-based compensation award for board service.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 2 txns

Insider Andress Spencer J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.39	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,280 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 grant size: 45 shares Grant reference price: $30.39 per share Direct holdings after grant: 8,280 shares +1 more

4 metrics

Director grant size 45 shares Director Retainer Shares granted on 2026-04-10

Grant reference price $30.39 per share Value used for the Common Stock award

Direct holdings after grant 8,280 shares Common Stock directly owned by Andress post-transaction

Indirect holdings 7,247 shares Common Stock held indirectly through Comprehensive Planner Ltd.

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect ownership, Common Stock

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

"an additional 7,247 shares indirectly through Comprehensive Planner Ltd."

Common Stock financial

"received a grant of 45 shares of Common Stock as director compensation."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What insider transaction did NORWOOD FINANCIAL (NWFL) director Spencer J. Andress report?

Spencer J. Andress reported receiving a grant of 45 shares of NORWOOD FINANCIAL Common Stock. The award was classified as Director Retainer Shares issued under the 2024 Equity Incentive Plan, reflecting routine equity-based compensation for his board service rather than an open-market stock purchase.

At what price were the NORWOOD FINANCIAL (NWFL) director shares granted to Spencer J. Andress?

The 45 Common Stock shares granted to Spencer J. Andress used a reference price of $30.39 per share. This price is disclosed for reporting purposes and relates to Director Retainer Shares issued under the company’s 2024 Equity Incentive Plan as part of his compensation.

How many NORWOOD FINANCIAL (NWFL) shares does Spencer J. Andress hold after this Form 4 transaction?

After the reported grant, Spencer J. Andress directly owns 8,280 NORWOOD FINANCIAL Common Stock shares. He also has an indirect holding of 7,247 shares through Comprehensive Planner Ltd., as disclosed in the filing’s ownership information for his board-related positions.

Is the Form 4 transaction for NORWOOD FINANCIAL (NWFL) an open-market buy or a compensation grant?

The filing shows a compensation-related grant, not an open-market purchase. The transaction is coded as a grant or award acquisition, with footnotes stating the 45 shares are Director Retainer Shares issued under the 2024 Equity Incentive Plan for board compensation.

What indirect NORWOOD FINANCIAL (NWFL) holdings does Spencer J. Andress report on this Form 4?

The Form 4 lists an indirect holding of 7,247 NORWOOD FINANCIAL Common Stock shares for Spencer J. Andress. These shares are held through Comprehensive Planner Ltd., identified as the nature of ownership, separate from his directly owned 8,280-share personal position.

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

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Accepted by SEC EDGAR 04/14/2026 - 01:41 PM EDT Learn about SEC filing dates

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)
04/10/2026

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	04/10/2026		A		45(1)	A	$30.39	8,280	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	04/14/2026
	** 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)