Norwood Financial (NASDAQ: NWFL) director receives 825 restricted shares

Rhea-AI Filing Summary

Norwood Financial Corp director reports new restricted stock award. A director of Norwood Financial Corp received an award of 825 shares of restricted common stock on 12/16/2025 at a price of $ 29.8 per share. Following this grant, the director reports 5,603 shares of common stock held directly and additional indirect holdings, including shares held as custodian for children and multiple restricted stock awards.

The restricted stock awards have staggered vesting schedules. Earlier grants vest in five equal installments beginning in 2022, 2023 and 2024, while more recent awards, including the new 825-share grant, vest in three equal installments beginning on December 15, 2025 and December 15, 2026, subject to continued service as an employee, outside director or director emeritus.

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)
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								5,603	D
Common Stock								990	I	Custodian for Children
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(5)	I	Restricted Stock
Common Stock	12/16/2025		A		825	A	$29.8	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. 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 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, 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 M. McCaffert, Power of Attorney	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).
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FAQ

What insider transaction was reported for Norwood Financial Corp (NWFL)?

A director of Norwood Financial Corp reported receiving an award of 825 shares of restricted common stock on 12/16/2025 at a price of $ 29.8 per share.

How many Norwood Financial Corp (NWFL) shares does the director hold after this transaction?

After the reported transaction, the director holds 5,603 shares of common stock directly and additional indirect holdings, including 990 shares as custodian for children and several restricted stock awards.

What are the vesting terms of the new 825-share restricted stock award at Norwood Financial Corp (NWFL)?

The new 825-share restricted stock award vests in three equal installments beginning on December 15, 2026 and annually thereafter, conditioned on continued service as an employee, outside director or director emeritus.

What are the vesting schedules for earlier restricted stock awards at Norwood Financial Corp (NWFL)?

Earlier restricted stock awards vest in five equal installments starting on December 14, 2022, December 13, 2023, and December 12, 2024. Additional awards vest in three equal installments beginning on December 15, 2025.

What is the director’s relationship to Norwood Financial Corp (NWFL)?

The reporting person is identified as a director of Norwood Financial Corp and filed the report as a single reporting person.

Does the Form 4 for Norwood Financial Corp (NWFL) include any derivative securities?

The filing includes a table for derivative securities, but no specific derivative transactions are listed in the provided content.