STOCK TITAN

Norwood Financial director granted 39 shares

Director Ralph A. Matergia received 39 director retainer shares of NWFL common stock as part of the 2024 Equity Incentive Plan.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP (symbol: NWFL) is the issuer of record for a Form 4 filing submitted to the SEC. Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP (NWFL) reported that director Ralph A. Matergia received a grant of 39 shares of Common Stock on September 10, 2026 as a compensation award. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan at a reported value of $34.47 per share, bringing his directly held total to 26,685 shares after the award.

He also holds restricted stock awards indirectly that vest in installments beginning in December 2022, December 2023, December 2024, December 2025 and December 2026, subject to continued service as an employee, outside director or director emeritus. No Rule 10b5‑1 trading plan is reported for this filing.

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Insider Matergia Ralph A
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 39 $34.47 $1K
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
Holdings After Transaction: Common Stock — 26,685 shares (Direct); Common Stock — 2,197 shares (Indirect, Restricted Stock)
Footnotes (6)
  1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
  2. F2. 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. F3. 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. F4. 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. F5. Award vests in three equal installments beginning December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
  6. F6. 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.
Shares granted 39 shares of Common Stock Director retainer grant on September 10, 2026
Per-share value of grant $34.47 per share Director retainer shares issued on September 10, 2026
Direct holdings after grant 26,685 shares Common Stock directly held by Ralph A. Matergia after the award
Number of reported restricted stock award schedules 5 vesting schedules Awards vesting in installments beginning in 2022, 2023, 2024, 2025 and 2026
Rule 10b5-1 plan status No Rule 10b5-1 plan reported Applies to the September 10, 2026 Form 4 filing
2024 Equity Incentive Plan financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan."
Director Retainer Shares financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan."
Restricted Stock financial
"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."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Outside Director financial
"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."
Director Emeritus financial
"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."

FAQ

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

What insider transaction did NWFL director Ralph A. Matergia report?

He reported a grant of 39 shares of Common Stock on September 10, 2026. The shares were issued as a director retainer award under Norwood Financial Corp’s 2024 Equity Incentive Plan and are treated as an acquisition of stock-based compensation.

At what value were the 39 NWFL shares granted to the director?

The 39 shares of NWFL Common Stock were reported at a value of $34.47 per share. This value is tied to the director retainer shares issued under the 2024 Equity Incentive Plan on September 10, 2026.

How many NWFL shares does Ralph A. Matergia hold directly after this award?

After the September 10, 2026 award, Ralph A. Matergia directly holds 26,685 shares of Norwood Financial Corp Common Stock. This figure includes the newly granted 39 director retainer shares.

What plan governs the NWFL director’s 39-share stock grant?

The 39-share stock grant is governed by Norwood Financial Corp’s 2024 Equity Incentive Plan. The filing describes these shares as “Director Retainer Shares issued under the 2024 Equity Incentive Plan.”

Does this NWFL Form 4 indicate trades under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5‑1 trading plan is reported for the September 10, 2026 award. The reported activity is a stock grant, not an open-market trade executed under a preset trading plan.

What are the vesting terms for the NWFL restricted stock mentioned in the filing?

The filing describes restricted stock awards that vest in installments beginning on December 14, 2022; December 13, 2023; December 12, 2024; December 15, 2025; and December 15, 2026, subject to continued service as an employee, outside director or director emeritus.

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

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SEC Form 4
FORM 4UNITED 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*
Matergia Ralph A

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/10/2026A39(1)A$34.4726,685D
Common Stock40(2)IRestricted Stock
Common Stock280(3)IRestricted Stock
Common Stock420(4)IRestricted Stock
Common Stock550(5)IRestricted Stock
Common Stock82(5)IRestricted Stock
Common Stock825(6)IRestricted 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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/Ralph A. Matergia by Mackenzie Jackson, Power of Attorney09/11/2026
** Signature of Reporting PersonDate
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)

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