STOCK TITAN

Norwood Financial (NWFL) director granted 40-share equity award at $34.02

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

NORWOOD FINANCIAL CORP director Kenneth A. Phillips reported an equity award of common stock. On August 10, 2026, he received 40 shares of common stock as Director Retainer Shares issued under the 2024 Equity Incentive Plan at a reported value of $34.02 per share, bringing his directly held common stock position to 15,933 shares. Additional indirect holdings are reported as restricted stock awards that vest in scheduled installments over future years, contingent on continued service.

Positive

  • None.

Negative

  • None.
Insider PHILLIPS KENNETH 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 — 15,933 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 40 shares of Common Stock Director Retainer Shares issued on August 10, 2026 under the 2024 Equity Incentive Plan
Grant value per share $34.02 per share Reported price for the 40-share common stock award on August 10, 2026
Direct holdings after grant 15,933 shares Total directly held NORWOOD FINANCIAL CORP common stock following the 40-share award
Acquisition transactions 1 transaction One grant, award, or other acquisition of common stock reported in this Form 4
Holding entries 6 entries Indirect restricted stock holdings with vesting schedules reported as of August 10, 2026
Director Retainer Shares financial
"Director Retainer Shares issued under the 2024 Equity Incentive Plan."
2024 Equity Incentive Plan financial
"Director Retainer Shares 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.
vests in five equal installments financial
"Award vests in five equal installments beginning on December 14, 2022"
Director Emeritus financial
"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

What did NWFL director Kenneth A. Phillips report on this Form 4?

Kenneth A. Phillips reported receiving a grant of 40 shares of NORWOOD FINANCIAL CORP common stock on August 10, 2026. The shares are Director Retainer Shares issued under the 2024 Equity Incentive Plan at a reported value of $34.02 per share.

How many NWFL shares does Kenneth A. Phillips hold directly after this transaction?

After the August 10, 2026 award, Kenneth A. Phillips directly holds 15,933 shares of NORWOOD FINANCIAL CORP common stock. This figure reflects his direct ownership position reported following the 40-share equity incentive grant.

What type of transaction is reported for NWFL director Kenneth A. Phillips?

The Form 4 reports an acquisition coded “A,” described as a grant, award, or other acquisition of 40 shares of NORWOOD FINANCIAL CORP common stock, not an open-market purchase or sale, under the company’s 2024 Equity Incentive Plan.

What is the reported per-share value of the NWFL stock award to Kenneth A. Phillips?

The 40-share award to Kenneth A. Phillips is reported at $34.02 per share. This figure represents the per-share value used for the equity incentive grant as disclosed in the Form 4 transaction details.

Does this NWFL Form 4 include restricted stock awards for Kenneth A. Phillips?

Yes. The filing lists several indirect holdings labeled as Restricted Stock with footnotes describing vesting in equal annual installments beginning in December 2022, 2023, 2024, 2025, and 2026, contingent on continued service in eligible roles.

Is the NWFL Form 4 transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and no footnote states that the 40-share award was made under a pre-arranged Rule 10b5-1 trading plan or similar discretionary selling arrangement.

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*
PHILLIPS KENNETH 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)
08/10/2026
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 Stock08/10/2026A40(1)A$34.0215,933D
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/ Kenneth A. Phillips, by Mackenzie Jackson, Power of Attorney08/11/2026
** 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)