NORWOOD FINANCIAL (NWFL) director receives 45-share equity retainer grant

Rhea-AI Filing Summary

Hungerford Meg L reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Meg L. Hungerford received a grant of 45 shares of common stock on April 10, 2026 at $30.39 per share as director retainer shares under the 2024 Equity Incentive Plan. This is a compensation-related award, not an open-market purchase.

Following the grant, she directly holds 6,198 common shares. She also reports indirect holdings, including 990 shares as custodian for children and several restricted stock awards that vest in equal annual installments beginning on specified December dates, subject to continued service.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Hungerford Meg L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.39	$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 — 6,198 shares (Direct); Common Stock — 990 shares (Indirect, Custodian for Children)

Footnotes (1)

1. Director Retainer Shares issued under the 2024 Equity Incentive Plan. 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. 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. 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. 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. 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. 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

Director share grant: 45 shares Grant price: $30.39 per share Direct holdings after grant: 6,198 shares +3 more

6 metrics

Director share grant 45 shares Common stock awarded on April 10, 2026

Grant price $30.39 per share Price for director retainer shares

Direct holdings after grant 6,198 shares Common stock directly owned post-transaction

Custodian for children 990 shares Indirect common stock holdings

Largest restricted stock lot 825 shares Indirect restricted common stock holding

Transaction date April 10, 2026 Form 4 report date for grant and holdings

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Custodian for Children, +1 more

5 terms

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" on several indirect holdings."

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.

Custodian for Children financial

"nature_of_ownership: "Custodian for Children" for 990 indirect shares."

vests in five equal installments financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Hungerford Meg L

(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)
04/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2026		A		45(1)	A	$30.39	6,198	D
Common Stock								990	I	Custodian for Children
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(6)	I	Restricted Stock
Common Stock								825(7)	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, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

7. 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/ Meg L. Hungerford, by Mackenzie Jackson, Power of Attorney	04/14/2026
	** 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)

FAQ

What did Meg L. Hungerford report in this Form 4 for NORWOOD FINANCIAL (NWFL)?

Meg L. Hungerford reported receiving a grant of 45 NORWOOD FINANCIAL common shares at $30.39 per share. The shares were issued as director retainer stock under the 2024 Equity Incentive Plan, reflecting routine equity-based compensation rather than an open-market transaction.

Is the Meg L. Hungerford Form 4 for NWFL a stock purchase or a compensation grant?

The Form 4 reflects a compensation grant, not a market purchase. Hungerford received 45 shares of NORWOOD FINANCIAL common stock as director retainer shares under the 2024 Equity Incentive Plan, a typical form of non-cash compensation for board service.

How many NORWOOD FINANCIAL (NWFL) shares does Meg L. Hungerford hold after this grant?

After the 45-share grant, Meg L. Hungerford directly holds 6,198 common shares of NORWOOD FINANCIAL. She also reports additional indirect holdings, including 990 shares as custodian for children and several restricted stock positions held indirectly, subject to vesting conditions.

What is the value of the director shares granted to Meg L. Hungerford at NWFL?

The grant to Meg L. Hungerford totals 45 common shares at $30.39 per share. That implies a grant-date value of roughly $1,368 based on the reported price, reflecting a relatively small, routine equity retainer for her role as a director.

What indirect and restricted stock holdings does Meg L. Hungerford report for NWFL?

In addition to 6,198 directly held shares, Meg L. Hungerford reports 990 shares held as custodian for children and multiple restricted stock positions, such as 825, 550, 420, 280 and 82-share awards, which vest in scheduled installments subject to continued service.

How do Meg L. Hungerford’s restricted stock awards at NORWOOD FINANCIAL vest over time?

The filing notes that certain awards vest in equal installments beginning on specific December dates, such as December 14, 2022, December 13, 2023, December 12, 2024, and December 15, 2025 and 2026, contingent on continued service as an employee or outside director.