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Norwood Financial (NWFL) director receives retainer and restricted stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Norwood Financial Corp director Kenneth A. Phillips reported a series of small stock awards, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. He acquired 123, 117, 116, 105 and 43 shares of common stock on April 10, 2025, July 10, 2025, October 10, 2025, January 12, 2026 and February 11, 2026, respectively, at prices between $24.33 and $31.62 per share, bringing his directly held common stock to 15,669 shares.

The filing also lists several indirect holdings of restricted stock (40, 280, 420, 550, 82 and 825 shares), with awards scheduled to vest in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025 and December 15, 2026, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider PHILLIPS KENNETH A
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 43 $31.62 $1K
Grant/Award Common Stock 105 $28.42 $3K
Grant/Award Common Stock 116 $25.84 $3K
Grant/Award Common Stock 117 $25.60 $3K
Grant/Award Common Stock 123 $24.33 $3K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 15,669 shares (Direct); Common Stock — 2,197 shares (Indirect, Restricted Stock)
Footnotes (6)
  1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
  2. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did NWFL director Kenneth A. Phillips report?
Kenneth A. Phillips reported acquiring small grants of Norwood Financial common stock as Director Retainer Shares under the 2024 Equity Incentive Plan. Awards on five dates from April 2025 to February 2026 increased his directly held shares to 15,669 at prices between $24.33 and $31.62.

How many Norwood Financial (NWFL) shares does Kenneth A. Phillips now hold directly?
Phillips directly holds 15,669 shares of Norwood Financial common stock after the latest reported director retainer awards. These incremental grants on five dates in 2025 and 2026 modestly increased his direct ownership over time at progressively higher award prices per share.

What were the prices of the NWFL director retainer share awards to Kenneth A. Phillips?
The reported director retainer awards ranged from $24.33 to $31.62 per share. Individual grants were priced at $24.33, $25.60, $25.84, $28.42 and $31.62 on transaction dates between April 10, 2025 and February 11, 2026, reflecting the plan’s share valuation at each grant.

Does NWFL director Kenneth A. Phillips hold restricted stock in addition to common shares?
Yes, Phillips is shown with several indirect restricted stock holdings, including blocks of 40, 280, 420, 550, 82 and 825 shares. These awards vest over time in equal installments starting on specific December dates from 2022 through 2026, contingent on continued qualifying service.

How do the NWFL restricted stock awards to Kenneth A. Phillips vest over time?
The restricted awards vest in equal annual installments, with five-installment schedules beginning December 14, 2022, December 13, 2023 and December 12, 2024, and three-installment schedules beginning December 15, 2025 and December 15, 2026, subject to continued service as an Employee or Director.

What is the nature of the NWFL equity awards reported for Kenneth A. Phillips?
The reported awards are Director Retainer Shares and restricted stock granted under Norwood Financial’s equity incentive arrangements. They represent non-cash compensation that increases his ownership stake, with vesting tied to ongoing service as an Employee, Outside Director or Director Emeritus.
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*
PHILLIPS KENNETH 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 15,288 D
Common Stock 07/10/2025 A 117(1) A $25.6 15,405 D
Common Stock 10/10/2025 A 116(1) A $25.84 15,521 D
Common Stock 01/12/2026 A 105(1) A $28.42 15,626 D
Common Stock 02/11/2026 A 43(1) A $31.62 15,669 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/ Kenneth A. Phillips, 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).
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.

Source: View Original Filing on SEC EDGAR