[Form 4] NORWOOD FINANCIAL CORP Insider Trading Activity

Rhea-AI Filing Summary

Norwood Financial Corp (NWFL): Director Kenneth A. Phillips reported Form 4 transactions dated 10/31/2025. He purchased 100 shares at $26.50 and 50 shares at $26.30, and made gifts of 100 and 50 shares the same day. Following these transactions, he directly owned 14,390 common shares.

He also reports indirect holdings via restricted stock awards, including 140, 80, 420, 560, 825, and 122 shares, which vest over multi‑year schedules beginning on dates from December 2021 through December 2025, contingent on 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)
10/31/2025

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	10/31/2025		P		100	A	$26.5	14,490	D
Common Stock	10/31/2025		G		100	D	$0.00	14,390	D
Commom Stock	10/31/2025		P		50	A	$26.3	14,440	D
Common Stock	10/31/2025		G		50	D	$0.00	14,390	D
Common Stock								140(1)	I	Restricted Stock Award
Common Stock								80(2)	I	Restricted Stock Award
Common Stock								420(3)	I	Restricted Stock Award
Commom Stock								560(4)	I	Restricted Stock Award
Common Stock								825(5)	I	Restricted Stock Award
Common Stock								122(5)	I	Restricted Stock Award

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. Award vests in five equal installments beginning on December 8, 2021 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

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.

	/s/ Kenneth A. Phillips, by John M. McCaffery, Attorney-in-Fact	11/04/2025
	** 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 transactions did NWFL director Kenneth A. Phillips report?

On 10/31/2025, he bought 100 shares at $26.50 and 50 shares at $26.30, and made gifts of 100 and 50 shares.

What is Kenneth A. Phillips’ direct NWFL ownership after the transactions?

He directly owned 14,390 common shares following the reported transactions.

Were any gifts reported in the NWFL Form 4?

Yes. He reported gifts of 100 shares and 50 shares on 10/31/2025.

What prices were paid for the NWFL share purchases?

He reported purchases at $26.50 and $26.30 per share.

Does the filing list any restricted stock awards for NWFL?

Yes. Indirect restricted stock awards include 140, 80, 420, 560, 825, and 122 shares with vesting schedules beginning between December 2021 and December 2025.

What is the relationship of the reporting person to NWFL?

He is a Director of Norwood Financial Corp.