Norwood Financial director receives stock grant

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Ralph A. Matergia reported a grant of 40 shares of common stock on August 10, 2026 at $34.02 per share, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Following this award, his directly held common stock position is 26,646 shares. Additional indirect holdings are reported as restricted stock awards that vest in scheduled installments beginning between December 2022 and December 2026, contingent on continued service.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 7 txns

Insider Matergia Ralph A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	40	$34.02	$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 — 26,646 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.

Key Figures

Shares granted: 40 shares of Common Stock Grant reference price: $34.02 per share Post-transaction direct holdings: 26,646 shares

3 metrics

Shares granted 40 shares of Common Stock Director Retainer Shares granted on August 10, 2026 under 2024 Equity Incentive Plan

Grant reference price $34.02 per share Per-share value reported for the 40-share Director Retainer award

Post-transaction direct holdings 26,646 shares Directly held NORWOOD FINANCIAL CORP common stock after the grant

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Outside Director or Director Emeritus

4 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"

Restricted Stock financial

"nature_of_ownership: Restricted Stock"

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 or Director Emeritus financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

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

What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Ralph A. Matergia?

Ralph A. Matergia reported a grant of 40 shares of NORWOOD FINANCIAL CORP common stock on August 10, 2026. The award is classified as Director Retainer Shares issued under the 2024 Equity Incentive Plan at a reference price of $34.02 per share.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Ralph A. Matergia hold directly after this Form 4?

After the reported transaction, Ralph A. Matergia directly holds 26,646 shares of NORWOOD FINANCIAL CORP common stock. This total reflects the newly granted 40 Director Retainer Shares issued on August 10, 2026 in addition to his prior direct holdings.

What is the nature of the 40-share award to the NWFL director on August 10, 2026?

The 40-share award to the NWFL director is described as Director Retainer Shares issued under the company’s 2024 Equity Incentive Plan. It is reported as a grant or other acquisition of common stock rather than an open-market purchase or sale.

At what price was the 40-share grant to the NWFL director reported?

The 40-share grant to the NWFL director was reported with a per-share value of $34.02. This figure is provided as a reference price for the Director Retainer Shares issued under the 2024 Equity Incentive Plan and does not represent an open-market trade price.

What restricted stock vesting schedules are disclosed for the NWFL director in this Form 4?

The filing describes several 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. Each award vests over either five or three annual installments, contingent on continued service.

Does the NWFL Form 4 indicate any insider sales or dispositions by Ralph A. Matergia?

The Form 4 reports no sales or dispositions by Ralph A. Matergia. It shows one acquisition of 40 Director Retainer Shares and several restricted stock holding entries, with the transaction summary indicating an acquire count of one and a dispose count of zero.

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

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Accepted by SEC EDGAR 08/11/2026 - 04:30 PM EDT Learn about SEC filing dates

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^*

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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	08/10/2026		A		40(1)	A	$34.02	26,646	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 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 Attorney	08/11/2026
	** 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)