STOCK TITAN

Norwood Financial (NWFL) director Andrew Forte receives 49-share retainer grant

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Form Type
4

Rhea-AI Filing Summary

FORTE ANDREW reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Andrew Forte reported an equity compensation transaction in the company’s common stock. On 2026-08-10 he received a grant of 49 shares of common stock as Director Retainer Shares issued under the 2024 Equity Incentive Plan at an indicated value of $34.02 per share, bringing his directly held common stock to 12,328 shares. As of the same date, he also reported indirect holdings of 7,624 shares in an IRA and 7,944 shares held through Forte, Inc., plus several restricted stock awards that vest in scheduled annual installments while he continues service as an employee, outside director or director emeritus.

Positive

  • None.

Negative

  • None.
Insider FORTE ANDREW
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 49 $34.02 $2K
holding Common Stock -- -- --
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 — 12,328 shares (Direct); Common Stock — 7,624 shares (Indirect, IRA); Common Stock — 7,944 shares (Indirect, Forte, Inc.); 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 grant shares 49 shares Common stock grant on 2026-08-10 as Director Retainer Shares
Grant value per share $34.02 per share Indicated value for 49-share common stock award
Direct holdings after transaction 12,328 shares Direct NORWOOD FINANCIAL CORP common stock owned after 49-share grant
Indirect IRA holdings 7,624 shares Common stock held indirectly in an IRA as of 2026-08-10
Indirect Forte, Inc. holdings 7,944 shares Common stock held indirectly through Forte, Inc. as of 2026-08-10
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 with vesting in scheduled installments."
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.
Director Emeritus financial
"during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable."

FAQ

What did Andrew Forte report in this Form 4 for NORWOOD FINANCIAL CORP (NWFL)?

Andrew Forte reported an equity compensation grant of 49 shares of NORWOOD FINANCIAL CORP common stock on 2026-08-10, classified as Director Retainer Shares under the 2024 Equity Incentive Plan, along with updated direct and indirect share holdings.

How many NORWOOD FINANCIAL CORP (NWFL) shares did Andrew Forte acquire in this filing?

Andrew Forte acquired 49 shares of NORWOOD FINANCIAL CORP common stock via a grant/award on 2026-08-10. The transaction is coded as a grant of Director Retainer Shares, not an open-market purchase or sale, and reflects equity-based director compensation.

What is Andrew Forte’s direct ownership in NORWOOD FINANCIAL CORP (NWFL) after the reported grant?

Following the 49-share grant, Andrew Forte directly holds 12,328 shares of NORWOOD FINANCIAL CORP common stock. This total represents his post-transaction direct ownership and excludes his separately reported indirect and restricted stock positions.

What indirect NORWOOD FINANCIAL CORP (NWFL) holdings did Andrew Forte report?

Andrew Forte reported indirect holdings of 7,624 shares of NORWOOD FINANCIAL CORP common stock in an IRA and 7,944 shares held through Forte, Inc.. These are reported as indirect ownership, separate from his directly held shares.

What is the value per share of the Director Retainer Shares granted to Andrew Forte at NORWOOD FINANCIAL CORP (NWFL)?

The Director Retainer Shares granted to Andrew Forte are reported at $34.02 per share. This value is associated with the 49-share grant of NORWOOD FINANCIAL CORP common stock issued under the company’s 2024 Equity Incentive Plan.

How do Andrew Forte’s restricted stock awards at NORWOOD FINANCIAL CORP (NWFL) vest?

Andrew Forte’s restricted stock awards vest in scheduled installments, beginning on specific December dates between 2022 and 2026, and continue to vest annually while he remains in 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*
FORTE ANDREW

(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 Stock08/10/2026A49(1)A$34.0212,328D
Common Stock7,624IIRA
Common Stock7,944IForte, Inc.
Common Stock40(2)IRestricted Stock
Common Stock280(3)IRestricted Stock
Common Stock420(4)IRestricted Stock
Common Stock550(5)IRestricted Stock
Common Stock825(5)IRestricted Stock
Common Stock82(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/Andrew Forte 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)