What equity plan covered the new share award to the Norwood Financial (NWFL) director?

The 45-share award to Kenneth A. Phillips was issued under Norwood Financial’s 2024 Equity Incentive Plan. Footnotes describe these as director retainer shares, indicating they are part of the company’s structured equity compensation program for directors rather than discretionary market transactions.

Norwood Financial (NWFL) director receives 45-share equity award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PHILLIPS KENNETH A reported acquisition or exercise transactions in this Form 4 filing.

Norwood Financial Corp director Kenneth A. Phillips reported a new equity award of common stock. On May 11, 2026, he received a grant of 45 shares of Norwood Financial common stock at $30.20 per share as director retainer shares issued under the 2024 Equity Incentive Plan. Following this compensation-related award, his directly held common stock position is 15,805 shares. The filing also lists several indirect restricted stock holdings, each subject to vesting in scheduled installments between December 2022 and December 2026, contingent on continued service as an employee, outside director or director emeritus.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider PHILLIPS KENNETH A

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	--	--	--

Holdings After Transaction: Common Stock — 15,805 shares (Direct, null); Common Stock — 40 shares (Indirect, Restricted Stock)

Footnotes (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 share grant: 45 shares of Common Stock Grant reference price: $30.20 per share Direct holdings after award: 15,805 shares +3 more

6 metrics

Director share grant 45 shares of Common Stock Grant/award on May 11, 2026

Grant reference price $30.20 per share Director retainer shares issued under 2024 Equity Incentive Plan

Direct holdings after award 15,805 shares Total common stock directly owned following the transaction

Restricted stock lot 825 shares Indirect restricted stock holding, total shares following transaction

Restricted stock lot 550 shares Indirect restricted stock holding, total shares following transaction

Restricted stock lot 420 shares Indirect restricted stock holding, total shares following transaction

Key Terms

Restricted Stock, 2024 Equity Incentive Plan, Director Retainer Shares, vests in five equal installments, +1 more

5 terms

Restricted Stock financial

"nature_of_ownership: "Restricted Stock" for multiple indirect holdings"

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.

2024 Equity Incentive Plan financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

vests in five equal installments financial

"Award vests in five equal installments beginning on December 14, 2022..."

vests in three equal installments financial

"Award vests in three equal installments beginning December 15, 2025..."

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 01:44 PM

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^*

PHILLIPS KENNETH A

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2026		A		45⁽¹⁾	A	$30.2	15,805	D
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Kenneth A. Phillips 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Norwood Financial (NWFL) report for Kenneth A. Phillips?

Norwood Financial reported that director Kenneth A. Phillips received a grant of 45 shares of common stock as director retainer shares. The award is part of his compensation and was issued under the company’s 2024 Equity Incentive Plan at a stated value of $30.20 per share.

How many Norwood Financial (NWFL) shares does Kenneth A. Phillips hold after this filing?

After the reported grant, Kenneth A. Phillips holds 15,805 shares of Norwood Financial common stock directly. The Form 4 also lists several indirect restricted stock positions, each with its own vesting schedule tied to his continued service with the company or as a director.

Was the Norwood Financial (NWFL) Form 4 an open-market buy or a compensation grant?

The Form 4 reflects a compensation-related grant, not an open-market purchase. Phillips received 45 shares of common stock coded as an award acquisition, described as director retainer shares issued under the 2024 Equity Incentive Plan with a reference price of $30.20 per share.

How do the restricted stock awards for Norwood Financial (NWFL) vest over time?

Restricted stock awards referenced in the filing vest in scheduled installments over multiple years. Footnotes state various awards vest in three or five equal installments beginning on specific December dates from 2022 through 2026, conditioned on continued service as an employee, outside director or director emeritus.