What is the nature of the NWFL share grant reported on this Form 4?

The 45-share grant is described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. This indicates the shares were provided as part of standard director compensation, not bought on the open market, aligning with routine equity incentive practices for board members.

Norwood Financial director awarded 45 shares

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

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(Neutral)

Filing Sentiment

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Form Type

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 an equity grant of common stock as part of his board compensation. He was awarded 45 shares of common stock described as Director Retainer Shares issued under the 2024 Equity Incentive Plan at $30.19 per share. After this grant, he holds 8,370 shares of common stock directly and 7,247 shares indirectly through Comprehensive Planner Ltd.

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	$30.19	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,370 shares (Direct); Common Stock — 7,247 shares (Indirect, Comprehensive Planner Ltd.)

Footnotes (1)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Key Figures

Director grant size: 45 shares Grant price: $30.19 per share Direct holdings after grant: 8,370 shares +1 more

4 metrics

Director grant size 45 shares Director Retainer Shares under 2024 Equity Incentive Plan

Grant price $30.19 per share Common stock award value

Direct holdings after grant 8,370 shares Common stock held directly by Spencer J. Andress

Indirect holdings 7,247 shares Common stock held indirectly via Comprehensive Planner Ltd.

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect ownership

3 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

"shares indirectly through Comprehensive Planner Ltd."

FAQ

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

What insider transaction did NWFL director Spencer Andress report?

NWFL director Spencer J. Andress reported receiving 45 shares of Norwood Financial common stock. The shares were granted as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting routine equity-based board compensation rather than an open-market stock purchase.

How many Norwood Financial (NWFL) shares did the director receive and at what price?

Spencer J. Andress received 45 shares of Norwood Financial common stock at $30.19 per share. This award is classified as a grant or other acquisition, consistent with equity compensation for board service rather than a discretionary market transaction by the director.

What are Spencer Andress’s total direct holdings in NWFL after this Form 4?

Following the reported grant, Spencer J. Andress directly holds 8,370 shares of Norwood Financial common stock. This figure comes from the post-transaction ownership field and reflects his direct stake, separate from any shares held through related entities.

Does Spencer Andress have indirect ownership of Norwood Financial (NWFL) shares?

Yes. The filing shows 7,247 Norwood Financial common shares held indirectly through Comprehensive Planner Ltd. These are classified as indirect ownership, distinguishing them from the 8,370 shares that Andress holds directly in his own name after the reported transaction.

Is the NWFL director’s reported transaction a purchase or a compensation award?

The transaction is reported with code A and described as a grant, award, or other acquisition. Combined with the footnote on Director Retainer Shares, this indicates a compensation-related equity award, rather than an open-market purchase or sale by the director of Norwood Financial shares.

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

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Accepted by SEC EDGAR 06/12/2026 - 09:35 AM EDT

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)
06/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2026		A		45⁽¹⁾	A	$30.19	8,370	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

	/s/ Spencer J.Andress By: Mackenzie Jackson, Power of Attorney	06/11/2026
	** 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)

Source: View Original Filing on SEC EDGAR