Norwood Financial awards director 39 shares

NWFL director Spencer J. Andress received a small equity retainer grant and now holds direct and indirect stakes in the company.

Available on EDGAR 09/11/2026 - 03:17 PM EDT Accepted by SEC EDGAR 09/11/2026 - 03:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (NWFL) director Spencer J. Andress reported a compensation-related acquisition of 39 shares of Common Stock on September 10, 2026, as Director Retainer Shares issued under the 2024 Equity Incentive Plan at $34.47 per share, with no Rule 10b5-1 trading plan reported.

After this award, Andress holds 8,492 shares of NWFL Common Stock directly and 7,247 shares indirectly through Comprehensive Planner Ltd., as disclosed in the filing.

Insider Trade Summary

Grant/Award: 39 shares

Grant/Award 1 txn

Insider Andress Spencer J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	39	$34.47	$1K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,492 shares (Direct); Common Stock — 7,247 shares (Indirect, Comprehensive Planner Ltd.)

Holdings Before and After: Common Stock, 8,453 to 8,492 shares (Direct)

Footnotes (1)

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

Key Figures

Director Retainer Shares granted: 39 shares Grant reference price: $34.47 per share Direct holdings after transaction: 8,492 shares +1 more

4 metrics

Director Retainer Shares granted 39 shares Common Stock award to Spencer J. Andress on September 10, 2026

Grant reference price $34.47 per share Value used for the 39-share Director Retainer grant

Direct holdings after transaction 8,492 shares NWFL Common Stock directly owned by Spencer J. Andress after the grant

Indirect holdings after transaction 7,247 shares NWFL Common Stock held indirectly through Comprehensive Planner Ltd.

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect

3 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan"

2024 Equity Incentive Plan financial

"issued under the 2024 Equity Incentive Plan"

indirect financial

"held indirectly through Comprehensive Planner Ltd."

FAQ

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

What transaction did NWFL director Spencer J. Andress report on this Form 4?

Spencer J. Andress reported a grant of 39 shares of NORWOOD FINANCIAL CORP Common Stock on September 10, 2026, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan, at a reported value of $34.47 per share.

How many NWFL shares does Spencer J. Andress own directly after this transaction?

After the September 10, 2026 grant, Spencer J. Andress directly owns 8,492 shares of NORWOOD FINANCIAL CORP Common Stock, as stated in the Form 4.

Does Spencer J. Andress have indirect ownership of NWFL shares?

Yes. The Form 4 discloses that Andress has 7,247 shares of NORWOOD FINANCIAL CORP Common Stock held indirectly through Comprehensive Planner Ltd..

Was the NWFL Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, so the reported Director Retainer Share grant was not affirmed as being made under a Rule 10b5-1 trading plan.

What is the nature of the NWFL shares granted to Spencer J. Andress?

The 39 shares reported for September 10, 2026 are described in a footnote as Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan, indicating they are equity compensation for board service.

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

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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)
09/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2026		A		39(1)	A	$34.47	8,492	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)
				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.

	/s/ Spencer J.Andress By: Mackenzie Jackson, Power of Attorney	09/11/2026
	** 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)