Norwood Financial (NWFL) director granted 46 common shares

Rhea-AI Filing Summary

Gifford Jeffrey S reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Jeffrey S. Gifford received a stock grant rather than buying shares on the market. He was awarded 46 shares of common stock as director retainer shares under the 2024 Equity Incentive Plan at $29.40 per share, bringing his direct holdings to 26,592 shares. He also reports additional indirect holdings through a spouse, IRAs, custodial accounts and restricted stock awards, some of which vest in equal annual installments beginning on various December dates from 2022 through 2026, conditioned on continued service.

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)
03/11/2026

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	03/11/2026		A		46(1)	A	$29.4	26,592	D
Common Stock								76,082	I	Spouse
Common Stock								2,487	I	By Custodian Abigail Lockwood
Common Stock								2,487	I	By Custodian Ryan Lockwood
Common Stock								35,746	I	IRA
Common Stock								6,920	I	Spouse 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 McCaffery, Power of Attorney	03/13/2026
	** 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 S. Gifford report on this Form 4?

Director Jeffrey S. Gifford reported receiving a grant of 46 shares of Norwood Financial common stock. The shares were issued as director retainer stock under the company’s 2024 Equity Incentive Plan, rather than being purchased in the open market, reflecting routine equity-based compensation.

At what price was the NWFL director stock award valued and how many shares were granted?

The award to director Jeffrey S. Gifford totaled 46 common shares valued at $29.40 per share. This value represents the per-share price used for the grant on the transaction date, providing a reference for the size of the equity-based compensation received.

How many NWFL shares does Jeffrey S. Gifford hold directly after this grant?

Following the 46-share grant, Jeffrey S. Gifford holds 26,592 shares of Norwood Financial common stock directly. This figure reflects only his direct ownership, not the additional indirect holdings reported through family accounts, IRAs, and restricted stock positions.

What types of indirect NWFL share holdings are reported for Jeffrey S. Gifford?

In addition to his direct position, Gifford reports indirect ownership in Norwood Financial shares through a spouse, custodial accounts for family members, IRAs, and several restricted stock awards. Each indirect line identifies the nature of ownership, such as spouse, IRA, or restricted stock.

How do the NWFL restricted stock awards tied to Jeffrey S. Gifford vest over time?

The restricted stock awards vest in scheduled installments over multiple years. Footnotes state that certain grants vest in five equal installments beginning on December 14, 2022, December 13, 2023, and December 12, 2024, and others in three equal installments beginning December 15, 2025 and December 15, 2026.

Is the NWFL director’s 46-share transaction an open-market purchase or a compensation grant?

The 46-share transaction is a compensation grant, not an open-market purchase. It is described as director retainer shares issued under the 2024 Equity Incentive Plan, indicating it is part of the company’s equity-based compensation program for board service rather than a discretionary market buy.