Form 4: Gifford Jeffrey S reports acquisition/exercise transactions in NWFL

Rhea-AI Filing Summary

Gifford Jeffrey S reported acquisition or exercise transactions in a Form 4 filing for NWFL. The filing lists transactions totaling 504 shares at a weighted average price of $27.04 per share. Following the reported transactions, holdings were 26,519 shares.

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

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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^*

Gifford Jeffrey S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2025

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	04/10/2025		A		123(1)	A	$24.33	26,138	D
Common Stock	07/10/2025		A		117(1)	A	$25.6	26,255	D
Common Stock	10/10/2025		A		116(1)	A	$28.42	26,371	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	26,476	D
Common Stock	02/11/2026		A		43(1)	A	$31.62	26,519	D
Common Stock								76,082	I	Spouse
Common Stock								2,370	I	By Custodian Abigail Lockwood
Common Stock								2,370	I	By Custodian Ryan Lockwood
Common Stock								34,068	I	IRA
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 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/ Jeffrey S. Gifford by John M. McCaffery POA	02/13/2026
	** 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.

FAQ

What insider transaction did NWFL director Jeffrey Gifford report?

Jeffrey S. Gifford reported receiving common stock awards as a director of Norwood Financial Corp (NWFL). The latest grant on February 11, 2026 was 43 shares at $31.62 per share, increasing his directly held common stock to 26,519 shares.

Were Jeffrey Gifford’s NWFL share transactions open-market buys or awards?

The transactions were equity awards, not open-market purchases. They are coded as grants or other acquisitions under Norwood Financial’s 2024 Equity Incentive Plan, representing director retainer shares granted over time for board service rather than discretionary stock buying.

How many Norwood Financial shares does Jeffrey Gifford own directly after the Form 4?

After the February 11, 2026 award, Jeffrey S. Gifford directly holds 26,519 shares of Norwood Financial common stock. This figure reflects cumulative director stock awards reported in the filing, including several quarterly grants made between April 2025 and January 2026.

What indirect NWFL holdings does Jeffrey Gifford report on this Form 4?

Gifford reports indirect beneficial ownership through several accounts: a spouse account with 76,082 shares, two custodial accounts with 2,370 shares each, an IRA with 34,068 shares, and multiple restricted stock awards that vest over future service periods.

What is the 2024 Equity Incentive Plan mentioned in the NWFL Form 4?

The 2024 Equity Incentive Plan is Norwood Financial’s stock-based compensation program. The filing explains that Gifford’s director retainer shares are issued under this plan and that several restricted stock awards vest in scheduled annual installments, contingent on continued qualifying service.

How frequently has NWFL granted director retainer shares to Jeffrey Gifford?

The filing shows quarterly-like grants on April 10, 2025, July 10, 2025, October 10, 2025, January 12, 2026, and February 11, 2026. These grants range from 43 to 123 shares each, reflecting ongoing director compensation in stock.