What plan governs the director share grant reported by NWFL?

The director share grant is issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan. Footnotes explain that these Director Retainer Shares vest in scheduled installments over multiple years, contingent on continued service as an employee, outside director, or director emeritus.

Norwood Financial director granted 45 shares

LAMONT KEVIN M reported acquisition or exercise transactions in this Form 4 filing.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

LAMONT KEVIN M reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Kevin M. Lamont reported an equity award of 45 shares of common stock at $30.19 per share. The award is described as Director Retainer Shares issued under the 2024 Equity Incentive Plan and is compensation-related rather than an open-market purchase.

After this grant, Lamont directly holds 136,005 common shares. The filing also lists several indirect holdings categorized as restricted stock and shares held by a spouse as of June 10, 2026, giving a fuller picture of his total reported ownership.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 8 txns

Insider LAMONT KEVIN M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.19	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 136,005 shares (Direct); Common Stock — 463 shares (Indirect, Spouse); Common Stock — 2,197 shares (Indirect, Restricted Stock)

Footnotes (6)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
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.
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.
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.
F5. 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.
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

Equity award size: 45 shares Grant price: $30.19 per share Direct holdings after grant: 136,005 shares +2 more

5 metrics

Equity award size 45 shares Director Retainer Shares grant on June 10, 2026

Grant price $30.19 per share Common Stock director award

Direct holdings after grant 136,005 shares Common Stock held directly following transaction

Indirect restricted stock holding 825 shares Common Stock reported as restricted stock, indirect

Spouse-held shares 463 shares Common Stock reported as held by spouse, indirect

Key Terms

Restricted Stock, Director Retainer Shares, 2024 Equity Incentive Plan, vests in five equal installments, +1 more

5 terms

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.

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."

vests in five equal installments financial

"Award vests in five equal installments beginning on December 14, 2022"

vests in three equal installments financial

"Award vests in three equal installments beginning on December 15 , 2025"

FAQ

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

What did NWFL director Kevin M. Lamont report in this Form 4?

Kevin M. Lamont reported receiving an equity award of 45 shares of NORWOOD FINANCIAL CORP common stock at $30.19 per share. The award is classified as Director Retainer Shares under the 2024 Equity Incentive Plan, reflecting routine director compensation rather than an open-market trade.

How many NWFL shares does Kevin M. Lamont hold after this transaction?

After the reported grant, Kevin M. Lamont directly holds 136,005 shares of NORWOOD FINANCIAL CORP common stock. The Form 4 also shows additional indirect holdings in restricted stock and shares attributed to a spouse, providing a broader view of his reported ownership position.

Was the NWFL Form 4 transaction a market purchase or sale?

The Form 4 shows a grant of 45 common shares as Director Retainer Shares at $30.19, coded as an acquisition (A). This reflects a compensation award under the 2024 Equity Incentive Plan, not an open-market purchase or sale initiated through normal trading on an exchange.

How do the restricted stock holdings in NWFL’s Form 4 vest over time?

Footnotes state that several restricted stock awards vest in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026. Vesting continues annually, subject to ongoing service as an employee or director.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/12/2026 - 09:56 AM EDT

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^*

LAMONT KEVIN M

(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)
06/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2026		A		45⁽¹⁾	A	$30.19	136,005	D
Common Stock								463	I	Spouse
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Kevin M. Lamont By: Mackenzie Jackson, Power of Attorney	06/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR