STOCK TITAN

Norwood Financial (NWFL) director receives 40-share retainer grant and reports holdings

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(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 receiving a grant of 40 shares of Common Stock on 2026-08-10 as Director Retainer Shares under the 2024 Equity Incentive Plan at $34.02 per share, bringing her direct holdings to 6,371 shares. She also reports 990 shares held indirectly as custodian for children and multiple restricted stock awards that vest in equal installments between December 2022 and December 2026, contingent on continued service.

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Negative

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Insider Hungerford Meg L
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 40 $34.02 $1K
holding Common Stock -- -- --
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
Holdings After Transaction: Common Stock — 6,371 shares (Direct); Common Stock — 990 shares (Indirect, Custodian for Children); Common Stock — 2,197 shares (Indirect, Restricted Stock)
Footnotes (6)
  1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
  2. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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 retainer grant 40 shares Common Stock granted on 2026-08-10 as Director Retainer Shares under 2024 Equity Incentive Plan
Grant value per share $34.02 per share Per-share value for 40-share Common Stock grant on 2026-08-10
Direct holdings after grant 6,371 shares Total directly owned Common Stock following 2026-08-10 grant
Indirect custodian holdings 990 shares Common Stock held indirectly as Custodian for Children as of 2026-08-10
Vesting start date (award F2) December 14, 2022 Restricted stock award vests in five equal installments beginning on this date
Vesting start date (award F6) December 15, 2026 Restricted stock award vests in three equal installments beginning on this date
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.
vests in five equal installments financial
"Award vests in five equal installments beginning on December 14, 2022"
Director Emeritus financial
"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

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

Meg L. Hungerford reported a grant of 40 Common Stock shares as Director Retainer Shares under Norwood Financial’s 2024 Equity Incentive Plan, at a $34.02 value per share, increasing her directly held shares to 6,371.

How many Norwood Financial (NWFL) shares does Meg L. Hungerford own after the reported grant?

After the grant, Meg L. Hungerford holds 6,371 shares of Norwood Financial Common Stock directly and 990 shares indirectly as custodian for children, according to the holdings reported as of 2026-08-10.

What is the nature of the 40-share award reported for Norwood Financial (NWFL)?

The 40-share award is described as Director Retainer Shares issued under Norwood Financial’s 2024 Equity Incentive Plan. It represents a grant or award acquisition of Common Stock rather than an open-market purchase or sale transaction.

At what price was the 40-share director grant valued for Norwood Financial (NWFL)?

The 40-share director grant for Meg L. Hungerford was valued at $34.02 per share. This per-share figure is used in the Form 4 transaction details for the Common Stock award dated 2026-08-10.

What restricted stock awards are disclosed for Meg L. Hungerford at Norwood Financial (NWFL)?

Several restricted stock awards are disclosed, each vesting in equal installments beginning on specific dates from December 14, 2022 through December 15, 2026, subject to continued service as an Employee, Outside Director or Director Emeritus.

Does this Norwood Financial (NWFL) Form 4 involve any stock sales or option exercises?

No stock sales or option exercises are reported. The Form 4 shows a grant of 40 shares of Common Stock and several holding entries, including restricted stock awards and indirect holdings, with no sell transactions disclosed.

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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)
08/10/2026
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 Stock08/10/2026A40(1)A$34.026,371D
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 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 Attorney08/11/2026
** 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)