Norwood Financial (NWFL) director Phillips acquires 825 restricted shares

Rhea-AI Filing Summary

Norwood Financial Corp director Kenneth A. Phillips reported an equity award of company stock. On December 16, 2025, he acquired 825 shares of restricted common stock at $29.80 per share, reported as an acquisition transaction. He also holds directly owned common stock and several prior restricted stock awards.

The filing notes that earlier restricted stock awards granted in 2022, 2023, and 2024 vest in five equal annual installments starting each December of those years, subject to continued service as an Employee, Outside Director or Director Emeritus. The 2025 and 2026 awards vest in three equal annual installments beginning on December 15, 2025 and December 15, 2026, respectively, under the same service conditions.

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^*

PHILLIPS KENNETH 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)
12/16/2025

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								15,165	D
Common Stock								40(1)	I	Restricted Stock
Common Stock								280(2)	I	Restricted Stock
Common Stock								420(3)	I	Restricted Stock
Common Stock								550(4)	I	Restricted Stock
Common Stock								82(4)	I	Restricted Stock
Common Stock	12/16/2025		A		825	A	$29.8	825(5)	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. 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.

2. 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.

3. 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.

4. 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.

5. 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 John M. McCaffery, Attorney-in-Fact	12/18/2025
	** 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.
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FAQ

What insider transaction did Norwood Financial (NWFL) disclose in this Form 4?

The Form 4 reports that director Kenneth A. Phillips acquired 825 shares of restricted common stock of Norwood Financial Corp on December 16, 2025 at a price of $29.80 per share.

Who is the reporting person in the Norwood Financial (NWFL) Form 4 filing?

The reporting person is Kenneth A. Phillips, who is identified in the filing as a Director of Norwood Financial Corp.

How do the new Norwood Financial (NWFL) restricted stock awards vest?

The filing states that the 2025 award vests in three equal installments beginning on December 15, 2025 and annually thereafter, and the 2026 award vests in three equal installments beginning on December 15, 2026, in each case during continued service as an Employee, Outside Director or Director Emeritus.

What are the vesting terms of earlier Norwood Financial (NWFL) restricted stock grants?

Restricted stock awards referenced from 2022, 2023, and 2024 each vest in five equal installments starting on December 14, 2022, December 13, 2023, and December 12, 2024, respectively, conditioned on continued service.

Is the Norwood Financial (NWFL) Form 4 transaction part of a Rule 10b5-1 plan?

The form includes a checkbox to indicate whether a transaction was made under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that box marked.

What types of securities does Kenneth A. Phillips hold in Norwood Financial (NWFL)?

The Form 4 shows that he holds common stock directly and multiple restricted stock positions reported as indirect ownership, each tied to specific vesting schedules described in the explanations of responses.