Norwood Financial (NWFL) director receives retainer and restricted stock

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.

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^*

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).
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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.