Norwood Financial (NWFL) director receives 45-share retainer stock 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 small stock grant as part of her board compensation. On 2026-05-11, she was awarded 45 shares of common stock at $30.20 per share, described as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Following this grant, she directly holds 6,243 common shares. The filing also lists several indirect holdings categorized as restricted stock and custodial accounts for children, each with relatively modest share counts, reflecting long-term incentive and family-related positions rather than open-market trading.

Insights

Equity compensation analyst

Routine director stock grant, modest size, compensation-related not market-driven.

Meg L Hungerford, a director of Norwood Financial Corp, received 45 shares of common stock at $30.20 per share as Director Retainer Shares under the 2024 Equity Incentive Plan. This is coded as a grant or award rather than a market purchase.

After the award, she directly owns 6,243 common shares, while the filing also notes several indirect restricted stock and custodial holdings with small balances. With no open-market buys or sells reported and net buy/sell shares at zero, this looks like standard equity-based board compensation.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Hungerford Meg L

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.20	$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 — 6,243 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 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.

Key Figures

Director grant size: 45 shares Grant reference price: $30.20 per share Direct holdings after grant: 6,243 shares +3 more

6 metrics

Director grant size 45 shares Common stock grant coded A on May 11, 2026

Grant reference price $30.20 per share Price per share for 45-share grant

Direct holdings after grant 6,243 shares Total common shares directly owned after transaction

Indirect restricted block 825 shares Indirect restricted stock holding entry

Custodian for children 990 shares Indirect common stock as custodian for children

Unknown-code holdings entries 7 entries Holding entries with unknown transaction code

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, Outside Director, +1 more

5 terms

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"

Form 4 Insider Transactions: What Each Field Means →

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^*

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		A		45(1)	A	$30.2	6,243	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 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 Attorney	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Meg L Hungerford reported receiving 45 shares of Norwood Financial common stock as a grant at $30.20 per share. These Director Retainer Shares come under the 2024 Equity Incentive Plan and increased her direct holdings to 6,243 shares of common stock.

Was the Meg L Hungerford transaction in NWFL stock a market buy or sell?

The reported transaction was a grant/award acquisition, not an open-market buy or sell. Code A indicates director compensation, and the filing’s summary shows zero buy and zero sell transactions, highlighting its routine, non-market nature for investors reviewing insider activity.

How many Norwood Financial shares does Meg L Hungerford hold after this Form 4?

Following the 45-share grant, Meg L Hungerford directly holds 6,243 shares of Norwood Financial common stock. The filing also lists several indirect restricted stock and custodial positions, each with relatively small share counts, giving a fuller view of her overall equity exposure.

What is the price and type of the NWFL shares granted to Meg L Hungerford?

The award covers 45 shares of Norwood Financial common stock at $30.20 per share. Footnotes describe these as Director Retainer Shares issued under the 2024 Equity Incentive Plan, reflecting standard equity compensation for board service rather than discretionary trading activity.

Does the Norwood Financial Form 4 show any indirect or restricted holdings for Meg L Hungerford?

Yes. The Form 4 lists multiple indirect holdings labeled as Restricted Stock and a custodial position for children, including 990 shares held as custodian. These entries reflect structured ownership arrangements instead of new market transactions in Norwood Financial stock.