Norwood Financial (NWFL) director receives 46-share stock award

Rhea-AI Filing Summary

PHILLIPS KENNETH A reported acquisition or exercise transactions in this Form 4 filing.

Norwood Financial Corp director Kenneth A. Phillips received a stock grant of 46 shares of Common Stock at $29.40 per share. This award is described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Following the grant, he directly holds 15,715 Common shares. The filing also shows several indirect Restricted Stock positions with specified vesting schedules that generally vest in equal installments beginning on various December dates between 2022 and 2026, contingent on continued service as an employee, outside director or director emeritus.

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)
03/11/2026

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	03/11/2026		A		46(1)	A	$29.4	15,715	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 McCaffery, Power of Attorney	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Norwood Financial (NWFL) director Kenneth A. Phillips report in this Form 4?

Kenneth A. Phillips reported receiving a grant of 46 shares of Norwood Financial Common Stock at $29.40 per share. The award consists of Director Retainer Shares issued under the 2024 Equity Incentive Plan as part of his board compensation structure.

How many Norwood Financial (NWFL) shares does Kenneth A. Phillips hold after this transaction?

After the 46-share stock grant, Kenneth A. Phillips directly holds 15,715 shares of Norwood Financial Common Stock. The filing also lists several indirect Restricted Stock positions with their own balances, separate from his directly owned common shares.

What type of transaction is reported for Norwood Financial (NWFL) director Kenneth A. Phillips?

The transaction is a grant or award acquisition of Common Stock, coded as “A” on Form 4. It reflects compensation-related shares rather than an open-market purchase or sale, consistent with Director Retainer Shares under an equity incentive plan.

At what price were the Norwood Financial (NWFL) shares granted to Kenneth A. Phillips?

The 46 Common Stock shares granted to Kenneth A. Phillips are reported at $29.40 per share. This price is used for reporting purposes on the Form 4 and aligns with typical disclosure of the grant’s per-share value.

What plan governs the stock grant reported by Norwood Financial (NWFL) director Kenneth A. Phillips?

The stock grant is identified as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Footnotes further describe related awards that vest in equal installments over multiple years, conditioned on continued service in eligible roles.

How do the Restricted Stock awards for Norwood Financial (NWFL) vest according to the filing?

Footnotes state that certain awards vest in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026. Vesting requires continued service as an employee, outside director or director emeritus.