Norwood Financial grants director Phillips 40 shares

Q: How many shares did NWFL director Kenneth A. Phillips receive?

Kenneth A. Phillips was granted 40 common shares on October 13, 2026, with a reported per-share value of $33.70. The shares were Director Retainer Shares under the 2024 Equity Incentive Plan, and his direct common-stock holdings after the award were 16,012 shares.

Q: What vesting terms were listed for NWFL restricted-stock awards?

The listed restricted-stock awards include schedules of five equal annual installments beginning December 14, 2022, December 13, 2023, and December 12, 2024, and schedules of three equal annual installments beginning December 15, 2025 and December 15, 2026. Vesting is during periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Phillips held 16,012 directly owned common shares after the 40-share director retainer award.

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Rhea-AI Filing Summary

Norwood Financial Corp. (NWFL) director Kenneth A. Phillips was granted 40 common shares as Director Retainer Shares under the 2024 Equity Incentive Plan on October 13, 2026. The transaction reports a per-share value of $33.70, and Phillips held 16,012 directly owned common shares after the award. Separate restricted-stock award holdings are described as vesting in five equal annual installments beginning December 14, 2022, December 13, 2023, and December 12, 2024, or three equal annual installments beginning December 15, 2025 and December 15, 2026, subject to continued service.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 7 txns

Insider PHILLIPS KENNETH A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	40	$33.70	$1K
holding	Common Stock ^F2	--	--	--
holding	Common Stock ^F3	--	--	--
holding	Common Stock ^F4	--	--	--
holding	Common Stock ^F5	--	--	--
holding	Common Stock ^F5	--	--	--
holding	Common Stock ^F6	--	--	--

Holdings After Transaction: Common Stock — 16,012 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

Director Retainer Shares awarded: 40 shares Reported per-share value: $33.70 per share Direct common shares after award: 16,012 shares +2 more

5 metrics

Director Retainer Shares awarded 40 shares October 13, 2026

Reported per-share value $33.70 per share Common-stock award on October 13, 2026

Direct common shares after award 16,012 shares Kenneth A. Phillips following the October 13, 2026 award

Equal installments 5 installments Restricted-stock schedules beginning December 14, 2022, December 13, 2023, and December 12, 2024

Equal installments 3 installments Restricted-stock schedules beginning December 15, 2025 and December 15, 2026

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, vests in five equal installments

4 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan"

2024 Equity Incentive Plan financial

"issued under the 2024 Equity Incentive Plan"

Restricted Stock financial

"nature of ownership: Restricted Stock"

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.

vests in five equal installments financial

"Award vests in five equal installments"

FAQ

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How many shares did NWFL director Kenneth A. Phillips receive?

Kenneth A. Phillips was granted 40 common shares on October 13, 2026, with a reported per-share value of $33.70. The shares were Director Retainer Shares under the 2024 Equity Incentive Plan, and his direct common-stock holdings after the award were 16,012 shares.

What vesting terms were listed for NWFL restricted-stock awards?

The listed restricted-stock awards include schedules of five equal annual installments beginning December 14, 2022, December 13, 2023, and December 12, 2024, and schedules of three equal annual installments beginning December 15, 2025 and December 15, 2026. Vesting is during periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

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Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/14/2026 - 01:13 PM EDT Accepted by SEC EDGAR 10/14/2026 - 01:13 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^*

PHILLIPS KENNETH 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)
10/13/2026

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	10/13/2026		A		40⁽¹⁾	A	$33.7	16,012	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/ Kenneth A. Phillips, by Mackenzie Jackson, Power of Attorney	10/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR