NORWOOD FINANCIAL (NASDAQ: NWFL) director receives equity retainer grant

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 46 shares of Common Stock at $29.40 per share as director retainer compensation. The footnote explains these are Director Retainer Shares issued under the 2024 Equity Incentive Plan, making this a routine, compensation-related equity award rather than a market purchase.

Following the grant, Andress directly holds 8,235 shares of Common Stock. In addition, 7,247 shares are reported as held indirectly through Comprehensive Planner Ltd., reflecting an associated entity position separate from his direct ownership.

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^*

Andress Spencer J

(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)
03/11/2026

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	03/11/2026		A		46(1)	A	$29.4	8,235	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: John McCaffery, Power of Attorney	03/13/2026
	** 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.

FAQ

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

NORWOOD FINANCIAL CORP reported that director Spencer J. Andress received 46 shares of Common Stock. The shares were granted at $29.40 each as Director Retainer Shares under the 2024 Equity Incentive Plan, indicating compensation rather than an open-market purchase or sale.

Was the NWFL Form 4 transaction a market buy or compensation grant?

The NWFL Form 4 shows a compensation grant, not a market buy. Spencer J. Andress received 46 Director Retainer Shares of Common Stock at $29.40 per share, issued under the 2024 Equity Incentive Plan as part of his director compensation package.

How many NORWOOD FINANCIAL CORP shares does Spencer J. Andress hold after this transaction?

After the grant, Spencer J. Andress directly holds 8,235 shares of NORWOOD FINANCIAL CORP Common Stock. The filing also reports 7,247 additional shares held indirectly through Comprehensive Planner Ltd., showing both direct and indirect ownership positions in the company.

What is the role of the 2024 Equity Incentive Plan in the NWFL Form 4 filing?

The 2024 Equity Incentive Plan is the vehicle for issuing Director Retainer Shares in this filing. Under the plan, Spencer J. Andress received 46 shares of Common Stock at $29.40, compensating him for board service through equity instead of solely cash payments.

How are indirect holdings reported in the NWFL Form 4 for Spencer J. Andress?

The Form 4 reports 7,247 shares of Common Stock as indirectly held by Spencer J. Andress through Comprehensive Planner Ltd. These indirect holdings are separate from his 8,235 directly held shares and reflect ownership through an associated entity rather than in his own name.