Form 4: Hungerford Meg L reports acquisition/exercise transactions in NWFL

Rhea-AI Filing Summary

Hungerford Meg L 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 6,107 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^*

Hungerford Meg L

(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	5,726	D
Common Stock	07/10/2025		A		117(1)	A	$25.6	5,843	D
Common Stock	10/10/2025		A		116(1)	A	$25.84	5,959	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	6,064	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	6,107	D
Common Stock								990	I	Custodian for Children
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/ Meg L. Hungerford, by John M. McCaffert, Power of Attorney	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.

FAQ

What insider transaction did Meg L. Hungerford report for NWFL?

Meg L. Hungerford reported multiple small acquisitions of Norwood Financial common stock via awards. These transactions, coded A, represent grants or other non-market acquisitions rather than open-market purchases, and increased her directly held shares to 6,107 after the latest award.

Were Meg L. Hungerford’s NWFL transactions open-market buys or stock awards?

The transactions are stock awards, not open-market buys. They are coded A, described as grants, awards, or other acquisitions, and footnotes state they are director retainer shares issued under Norwood Financial’s 2024 Equity Incentive Plan with scheduled vesting over future years.

How many Norwood Financial (NWFL) shares does Meg L. Hungerford now hold directly?

After the most recent reported award, Meg L. Hungerford directly holds 6,107 shares of Norwood Financial common stock. This figure reflects cumulative director stock awards over time and excludes her separately reported indirect holdings and restricted stock positions held in various capacities.

What prices are associated with Meg L. Hungerford’s recent NWFL stock awards?

Recent awards reference prices including $24.33, $25.60, $25.84, $28.42, and $31.62 per share. These amounts correspond to director share awards on dates between April 2025 and February 2026, rather than discretionary market purchases, and are tied to her compensation structure.

What indirect and restricted NWFL holdings does Meg L. Hungerford report?

She reports 990 Norwood Financial shares held indirectly as custodian for children and several indirect restricted stock positions, including blocks such as 40, 280, 420, 550, 82, and 825 shares that vest in installments under equity incentive awards, subject to continued service conditions.

How do the restricted stock awards for NWFL vest for Meg L. Hungerford?

Restricted awards vest in equal installments over several years. Footnotes describe five-year vesting schedules beginning in December 2022, 2023, and 2024, and three-year schedules beginning in December 2025 and 2026, contingent on continued service as an employee or director.