STOCK TITAN

Norwood Financial (NWFL) director awarded 40-share retainer grant at $34.02

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gifford Jeffrey S reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Jeffrey S. Gifford received an equity award of 40 shares of Common Stock on August 10, 2026 at $34.02 per share. These Director Retainer Shares were issued under the 2024 Equity Incentive Plan, bringing his directly held shares to 26,810. He also reports indirect holdings including 6,920 shares in a Spouse IRA, 76,082 shares held by his spouse, 2,487 shares each held by custodians for Abigail and Ryan Lockwood, and 35,746 shares in an IRA, along with multiple restricted stock awards that vest over multi‑year schedules.

Positive

  • None.

Negative

  • None.
Insider Gifford Jeffrey S
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 40 $34.02 $1K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
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 — 26,810 shares (Direct); Common Stock — 6,920 shares (Indirect, Spouse IRA); Common Stock — 76,082 shares (Indirect, Spouse); Common Stock — 2,487 shares (Indirect, By Custodian Abigail Lockwood); Common Stock — 2,487 shares (Indirect, By Custodian Ryan Lockwood); Common Stock — 35,746 shares (Indirect, IRA); 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.
Shares granted 40 shares Director Retainer Shares awarded on August 10, 2026
Grant price $34.02 per share Value of Common Stock award on August 10, 2026
Direct holdings after grant 26,810 shares Common Stock directly held by Jeffrey S. Gifford after transaction
Spouse IRA holdings 6,920 shares Indirect holdings reported as Spouse IRA
Spouse holdings 76,082 shares Indirect holdings reported as Spouse
Custodian Abigail Lockwood 2,487 shares Indirect holdings by custodian for Abigail Lockwood
Custodian Ryan Lockwood 2,487 shares Indirect holdings by custodian for Ryan Lockwood
IRA holdings 35,746 shares Indirect holdings reported as IRA
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"
IRA financial
"nature_of_ownership: IRA"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

FAQ

What did NORWOOD FINANCIAL CORP (NWFL) director Jeffrey Gifford report on this Form 4?

Jeffrey S. Gifford reported an equity award of 40 Common Stock shares on August 10, 2026. The award consists of Director Retainer Shares issued under the 2024 Equity Incentive Plan, increasing his directly held shares to 26,810.

At what price were the new NWFL shares granted to director Jeffrey Gifford?

The 40 granted shares were valued at $34.02 per share. This per‑share amount applies to the Director Retainer Shares issued on August 10, 2026 under Norwood Financial Corp’s 2024 Equity Incentive Plan.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Jeffrey Gifford hold directly after this grant?

After the August 10, 2026 award, Jeffrey S. Gifford directly holds 26,810 shares of Norwood Financial Corp Common Stock. This figure reflects the addition of 40 Director Retainer Shares granted at $34.02 per share.

What indirect NWFL share holdings are reported for Jeffrey Gifford on this Form 4?

Indirectly, Gifford reports 6,920 shares in a Spouse IRA, 76,082 shares held by his spouse, 2,487 shares each held by custodians for Abigail and Ryan Lockwood, and 35,746 shares in an IRA, plus several restricted stock awards.

How are Jeffrey Gifford’s restricted stock awards in NWFL structured?

Gifford’s restricted stock awards vest in multi‑year installments, generally over three or five years. Footnotes state vesting begins on specific dates in 2022, 2023, 2024, 2025, and 2026, contingent on continued service as an Employee or Outside Director.

What is the purpose of the 40-share award to NWFL director Jeffrey Gifford?

The 40-share grant represents Director Retainer Shares issued as compensation under Norwood Financial Corp’s 2024 Equity Incentive Plan. It compensates board service with equity, aligning a director’s interests with those of the company’s shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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*
Gifford Jeffrey S

(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$34.0226,810D
Common Stock6,920ISpouse IRA
Common Stock76,082ISpouse
Common Stock2,487IBy Custodian Abigail Lockwood
Common Stock2,487IBy Custodian Ryan Lockwood
Common Stock35,746IIRA
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/ Jeffrey S. Gifford 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)