Norwood director granted 45-share stock award

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Ralph A. Matergia reported an equity award of 45 shares of Common Stock on May 11, 2026. The shares were granted at a price of $30.20 per share as a director retainer under the 2024 Equity Incentive Plan.

After this grant, Matergia directly holds 26,518 common shares. The filing also lists several blocks of indirectly held restricted stock, with awards scheduled to vest in installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026 during continued service.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 7 txns

Insider Matergia Ralph A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.20	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,518 shares (Direct); 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 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: $30.20 per share Direct holdings after grant: 26,518 shares +1 more

4 metrics

Equity award size 45 shares Director retainer shares of Common Stock granted May 11, 2026

Grant price $30.20 per share Price per share for the 45-share director award

Direct holdings after grant 26,518 shares Total Common Stock directly held by Matergia after the transaction

Restricted stock holding entries 6 entries Indirect restricted stock positions with various vesting schedules

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" for 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.

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."

vests in five equal installments financial

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

vesting financial

"Award vests in three equal installments beginning on December 15, 2026..."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What did Norwood Financial (NWFL) director Ralph Matergia report in this Form 4?

Ralph Matergia reported receiving an award of 45 shares of Norwood Financial common stock. The grant is a director retainer under the 2024 Equity Incentive Plan and reflects compensation rather than an open-market stock purchase or sale.

How many Norwood Financial (NWFL) shares does Ralph Matergia hold after the reported grant?

After the reported grant, Ralph Matergia directly holds 26,518 shares of Norwood Financial common stock. In addition, the filing lists several indirectly held restricted stock awards that vest over time, providing further equity-based exposure linked to continued board or related service.

What are the terms of Ralph Matergia’s new Norwood Financial (NWFL) stock award?

The new award to Ralph Matergia is 45 common shares valued at $30.20 per share. The grant is labeled as Director Retainer Shares issued under the 2024 Equity Incentive Plan, indicating it forms part of his ongoing non-cash director compensation structure.

How do Ralph Matergia’s restricted stock awards in NWFL vest over time?

The filing describes several restricted stock awards vesting in equal installments. Vesting begins on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued service as an Employee, Outside Director, or Director Emeritus.

Is the Norwood Financial (NWFL) Form 4 transaction an open-market trade?

The reported Form 4 does not show open-market buying or selling. Instead, it records a grant of 45 shares as a director retainer and multiple restricted stock holdings, which are compensation-related entries rather than discretionary trades executed in the market.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/13/2026 - 01:58 PM 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^*

Matergia Ralph 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		A		45⁽¹⁾	A	$30.2	26,518	D
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 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/Ralph A. Matergia by Mackenzie Jackson, Power of Attorney	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR