Norwood Financial (NASDAQ: NWFL) director granted 46 shares in equity award

Rhea-AI Filing Summary

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

NORWOOD FINANCIAL CORP director Meg L. Hungerford received a grant of 46 shares of Common Stock on March 11, 2026 at $29.40 per share, reported as a compensation-related award. Following this grant, she holds 6,153 shares directly.

The filing also lists indirect holdings, including 990 shares held as custodian for children and several restricted stock awards with post‑transaction balances of 40, 280, 420, 550, 82 and 825 shares. Footnotes state these awards vest in 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^*

Hungerford Meg L

(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	6,153	D
Common Stock								990	I	Custodian for Children
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/ Meg L. Hungerford, 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).
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FAQ

What insider transaction did Meg L. Hungerford report for NORWOOD FINANCIAL CORP (NWFL)?

Meg L. Hungerford reported receiving a grant of 46 shares of NORWOOD FINANCIAL CORP Common Stock on March 11, 2026 at $29.40 per share. The transaction is coded as a grant or award, reflecting director compensation rather than an open-market purchase.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Meg L. Hungerford hold after this Form 4?

After the reported grant, Meg L. Hungerford holds 6,153 NORWOOD FINANCIAL CORP shares directly. The filing also shows indirect positions, including 990 shares as custodian for children and several restricted stock awards with their own separate post-transaction balances.

What does the transaction code A mean in the NORWOOD FINANCIAL CORP (NWFL) Form 4?

The transaction code A indicates a grant, award, or other acquisition of NORWOOD FINANCIAL CORP Common Stock. In this case, 46 shares were granted as director retainer shares, reflecting equity compensation rather than an open-market buy or sell transaction.

How were the 46 NORWOOD FINANCIAL CORP (NWFL) shares valued in the Form 4 grant?

The 46 granted shares of NORWOOD FINANCIAL CORP Common Stock were reported at $29.40 per share. This price provides a reference value for the equity award but does not necessarily represent an open-market trade price or total cash outlay by the director.

What indirect holdings does Meg L. Hungerford report in NORWOOD FINANCIAL CORP (NWFL)?

Meg L. Hungerford reports 990 shares held indirectly as custodian for children and multiple restricted stock positions. These restricted awards show post-transaction balances of 40, 280, 420, 550, 82 and 825 shares, each subject to their own vesting schedules tied to continued service.

How do the restricted stock awards for NORWOOD FINANCIAL CORP (NWFL) vest for Meg L. Hungerford?

Footnotes state several restricted awards vest in equal installments beginning on December 14, 2022; December 13, 2023; December 12, 2024; and December 15 in 2025 and 2026. Vesting continues annually during periods of qualifying service as an employee or director.