Norwood Financial director granted stock awards

Norwood Financial Corp director Andrew Forte reported periodic stock awards under the company’s 2024 Equity Incentive Plan.

Rhea-AI Filing Summary

Norwood Financial Corp director Andrew Forte reported periodic stock awards under the company’s 2024 Equity Incentive Plan. On four dates between April 10, 2025 and February 11, 2026, he acquired 123, 117, 116, 105 and 53 common shares as director retainer shares at prices from $24.33 to $31.62 per share.

After the latest award on February 11, 2026, Forte directly owned 12,005 common shares. The filing also lists additional indirect holdings through an IRA, Forte Inc., and several restricted stock awards that vest over multi‑year periods, conditioned on continued service as an employee or director.

Insider Trade Summary

Grant/Award: 514 shares

Grant/Award 13 txns

Insider FORTE ANDREW

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	53	$31.62	$2K
Grant/Award	Common Stock	105	$28.42	$3K
Grant/Award	Common Stock	116	$25.84	$3K
Grant/Award	Common Stock	117	$25.60	$3K
Grant/Award	Common Stock	123	$24.33	$3K
holding	Common Stock	--	--	--
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 — 12,005 shares (Direct); Common Stock — 7,354 shares (Indirect, IRA); Common Stock — 7,944 shares (Indirect, Forte Inc.); 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 on 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.

FAQ

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

What did Norwood Financial (NWFL) director Andrew Forte report on this Form 4?

Andrew Forte reported several small acquisitions of Norwood Financial common stock as director retainer share awards. These grants were issued under the 2024 Equity Incentive Plan and increased his direct ownership while reflecting routine equity-based compensation for board service.

How many Norwood Financial (NWFL) shares does Andrew Forte now hold directly?

After the February 11, 2026 award, Andrew Forte directly holds 12,005 Norwood Financial common shares. This total reflects multiple director retainer share awards reported in the filing, rather than open-market purchases, and shows his personal equity stake tied to ongoing board service.

Were Andrew Forte’s Norwood Financial (NWFL) transactions open-market buys or equity awards?

The reported transactions are equity awards, not open-market purchases. Each transaction is coded as an acquisition related to grants under the 2024 Equity Incentive Plan, described as Director Retainer Shares, aligning his compensation with Norwood Financial’s stock performance over time.

What prices are associated with Andrew Forte’s Norwood Financial (NWFL) share awards?

The awards were valued at per-share prices between $24.33 and $31.62. Specific grants included 123 shares at $24.33, 117 at $25.60, 116 at $25.84, 105 at $28.42, and 53 at $31.62, illustrating the reference stock prices when each retainer share grant was made.

Does Andrew Forte have indirect or restricted Norwood Financial (NWFL) share holdings?

Yes. The filing lists indirect holdings through an IRA and Forte Inc., plus several restricted stock positions. These restricted awards vest over multiple years, in equal installments, contingent on his continued service as an employee, outside director, or director emeritus at Norwood Financial.

What is the vesting schedule for Andrew Forte’s Norwood Financial (NWFL) restricted stock awards?

Restricted stock awards vest in equal installments over three or five years. Different grants begin vesting on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, and require continued service in specified Norwood Financial roles to keep vesting.

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

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Accepted by SEC EDGAR 02/13/2026 - 04:19 PM 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^*

FORTE ANDREW

(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	11,614	D
Common Stock	07/10/2025		A		117(1)	A	$25.6	11,731	D
Common Stock	10/10/2025		A		116(1)	A	$25.84	11,847	D
Common Stock	01/12/2026		A		105(1)	A	$28.42	11,952	D
Common Stock	02/11/2026		A		53(1)	A	$31.62	12,005	D
Common Stock								7,354	I	IRA
Common Stock								7,944	I	Forte Inc.
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/Andrew Forte by John M. McCaffery, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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