Norwood Financial EVP & CFO Adds to Stake in $12K Form 4 Purchase

Rhea-AI Filing Summary

Norwood Financial Corp (NWFL) – Form 4 insider activity: EVP & CFO John M. McCaffery, Jr. reported an open-market purchase of 500 common shares on 08/01/2025 at $24.10 per share (transaction code P). The purchase was made through his IRA, lifting that account’s stake to 3,000 shares.

After the transaction, McCaffery’s total beneficial ownership is 6,504 shares, comprising 1,200 directly held shares, 3,000 indirect IRA shares, and two unvested restricted-stock awards (804 shares vesting 200/201/201 beginning 06/24/2025; 1,500 shares vesting in five equal annual installments starting 12/15/2025). No derivative securities were reported. The ~$12k incremental purchase indicates incremental insider confidence but is small relative to NWFL’s market capitalization.

Positive

• CFO increased personal stake by 500 shares at market price, a classic insider confidence indicator.
• No insider sales or derivative hedges reported, reinforcing a constructive tone.

Negative

• None.

Insights

Securities Analyst

TL;DR: CFO bought 500 NWFL shares at $24.10, raising total holding to 6,504—bullish signal, but modest size.

The Form 4 shows the bank’s CFO adding ~$12k of stock via an IRA, bringing indirect holdings to 3,000 shares. Including 1,200 direct shares and 2,304 unvested RSUs, his economic exposure is now ~6.5k shares. While the transaction is immaterial to float, insider buys—especially by senior finance officers—tend to be interpreted positively, suggesting internal confidence in near-term fundamentals. Absence of sales or derivative hedging further strengthens the signal. Nonetheless, the purchase represents less than 1x his annual cash compensation and is unlikely to shift valuation alone. Overall impact: modestly positive sentiment.

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^*

McCaffery John Martin JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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								1,200	D
Common Stock	08/01/2025		P		500	A	$24.1	3,000	I	IRA
Common Stock								804(1)	I	Restricted Stock
Common Stock								1,500(2)	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. Award vests 200 shares on June 24, 2025 and then 201 shares annually thereafter until such stock award shares are fully earned.

2. Award vests in five equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as and Employee, Outside Director or Director Emeritus, as applicable.

	/s/ John M. McCaffery	08/01/2025
	** 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

How many Norwood Financial (NWFL) shares did the CFO buy?

He purchased 500 common shares on 08/01/2025 at $24.10 each.

What is John M. McCaffery’s total NWFL share ownership after the transaction?

The CFO now beneficially owns 6,504 shares (1,200 direct, 3,000 IRA, 2,304 restricted).

Were any derivative securities involved in this Form 4 filing?

No; the filing lists no options, warrants, or other derivatives.

When will the CFO’s restricted stock awards vest?

804 shares vest 200/201/201 starting 06/24/2025; 1,500 shares vest in five equal installments beginning 12/15/2025.

Is the insider transaction considered bullish for NWFL?

Insider purchases—especially by a CFO—are generally viewed as positive sentiment, though this purchase is modest in size.