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Director at Norwood Financial (NWFL) receives stock grant as compensation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

Norwood Financial Corp director Ralph A. Matergia received a stock grant of 46 shares of Common Stock at $29.40 per share on March 11, 2026. This grant is classified as a director retainer award under the 2024 Equity Incentive Plan and is compensation rather than an open-market purchase.

Following the grant, Matergia directly holds 26,428 Common Stock shares. The filing also lists several indirect restricted stock awards that vest in scheduled installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued board or related service.

Positive

  • None.

Negative

  • None.
Insider Matergia Ralph A
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 46 $29.40 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 26,428 shares (Direct); 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.

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FAQ

What insider transaction did Ralph A. Matergia report at NORWOOD FINANCIAL CORP (NWFL)?
Director Ralph A. Matergia reported receiving a grant of 46 shares of Norwood Financial Corp Common Stock. The shares were awarded on March 11, 2026 as director retainer compensation under the company’s 2024 Equity Incentive Plan, not through an open-market purchase.

At what price were the new NWFL shares granted to director Ralph A. Matergia?
The 46 shares of Common Stock granted to director Ralph A. Matergia were valued at $29.40 per share. This price is used for reporting the equity compensation award and reflects the grant’s value for disclosure, rather than a trade executed on the open market.

How many NORWOOD FINANCIAL CORP shares does Ralph A. Matergia hold after this Form 4?
After the reported grant, Ralph A. Matergia directly holds 26,428 shares of Norwood Financial Corp Common Stock. In addition, the filing shows several indirect restricted stock positions that vest over time, further increasing his potential long-term equity exposure to the company.

What are Director Retainer Shares under Norwood Financial’s 2024 Equity Incentive Plan?
Director Retainer Shares are Common Stock granted as part of board compensation under the 2024 Equity Incentive Plan. Instead of only cash fees, directors receive equity awards, aligning their interests with shareholders by tying part of their compensation to Norwood Financial Corp’s stock performance.

How do the restricted stock awards for NWFL director Ralph A. Matergia vest?
The restricted stock awards vest in scheduled installments over several years. Footnotes state that different awards vest in equal annual installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, conditional on continued qualifying service.

Was Ralph A. Matergia’s NWFL transaction a market buy or a compensation grant?
The reported transaction is a compensation grant, not a market buy. Code A identifies it as a grant, award, or other acquisition, and footnotes clarify these 46 shares are Director Retainer Shares issued under Norwood Financial Corp’s 2024 Equity Incentive Plan as part of board compensation.
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 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 26,428 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)
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/Ralph A. Matergia by Mackenzie Jackson, 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.

Source: View Original Filing on SEC EDGAR