STOCK TITAN

Norwood Financial (NWFL) director receives stock grant under 2024 plan

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

Rhea-AI Filing Summary

Hungerford Meg L reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Meg L. Hungerford reported a compensation-related stock award rather than an open-market trade. On June 10, 2026, she received 45 shares of common stock as director retainer shares under the 2024 Equity Incentive Plan at $30.19 per share, bringing her directly held common stock to 6,288 shares. The filing also lists several indirect restricted stock and custodian-for-children positions in common stock as holdings, with no associated buy or sell transactions.

Positive

  • None.

Negative

  • None.
Insider Hungerford Meg L
Role null
Type Security Shares Price Value
Grant/Award Common Stock 45 $30.19 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 6,288 shares (Direct, null); Common Stock — 990 shares (Indirect, Custodian for Children)
Footnotes (1)
  1. Director Retainer Shares issued under the 2024 Equity Incentive Plan. 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. 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. 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. 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. 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.
Director stock award 45 shares Common Stock grant on June 10, 2026
Grant price $30.19 per share Director retainer shares under 2024 Equity Incentive Plan
Direct holdings after award 6,288 shares Common Stock directly held by Meg Hungerford after grant
Largest restricted stock holding 825 shares Indirect restricted stock holding reported as of June 10, 2026
Custodian-for-children holding 990 shares Common Stock held as custodian for children, indirect
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."
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.
Outside Director financial
"during such periods of continued service as an Employee, Outside Director or Director Emeritus"
Director Emeritus financial
"during such periods of continued service as an Employee, Outside Director or Director Emeritus"
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SEC Form 4
FORM 4UNITED 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*
Hungerford Meg L

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026A45(1)A$30.196,288D
Common Stock990ICustodian for Children
Common Stock40(2)IRestricted Stock
Common Stock280(3)IRestricted Stock
Common Stock420(4)IRestricted Stock
Common Stock550(5)IRestricted Stock
Common Stock82(5)IRestricted Stock
Common Stock825(6)IRestricted 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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/ Meg L. Hungerford, by Mackenzie Jackson, Power of Attorney06/12/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Norwood Financial (NWFL) director Meg Hungerford report in this Form 4 filing?

Director Meg L. Hungerford reported a compensation-related stock award, not an open-market trade. She received 45 shares of Norwood Financial common stock as director retainer shares, along with updates to various indirect restricted stock and custodian-for-children holdings.

How many Norwood Financial shares were granted to Meg Hungerford and at what price?

Meg Hungerford was granted 45 shares of Norwood Financial common stock at a price of $30.19 per share. This grant is coded as a compensation-related acquisition and represents director retainer shares issued under the company’s 2024 Equity Incentive Plan.

What are Meg Hungerford’s direct holdings after this Norwood Financial stock award?

After the 45-share award, Meg Hungerford directly holds 6,288 shares of Norwood Financial common stock. The Form 4 records this updated balance, reflecting shares received as part of her compensation as a director rather than through market purchases.

What indirect Norwood Financial holdings did Meg Hungerford report on this Form 4?

The filing lists several indirect positions labeled as restricted stock and custodian-for-children holdings in Norwood Financial common stock. Balances reported include 825, 82, 550, 420, 280, and 40 restricted shares, plus 990 shares held as custodian for children, all shown as holdings.

What is the 2024 Equity Incentive Plan mentioned in Meg Hungerford’s Norwood Financial Form 4?

The 2024 Equity Incentive Plan is the program under which Meg Hungerford’s director retainer shares were issued. Footnotes state that these awards are equity compensation that vest over time, tied to continued service as an employee, outside director, or director emeritus.

How do the vesting schedules work for Meg Hungerford’s Norwood Financial awards?

Footnotes describe multiple awards vesting in equal installments over three or five years. Vesting begins on specific December dates from 2022 through 2026 and continues annually, conditioned on ongoing service as an employee, outside director, or director emeritus of Norwood Financial.