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Norwood Financial (NWFL) EVP & CFO reports 2,000-share restricted stock grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Norwood Financial Corp EVP & CFO receives restricted stock grant. Executive John M. McCaffery reported acquiring 2,000 shares of restricted common stock of Norwood Financial Corp on 12/16/2025 in a transaction coded "A" for acquisition at a price of $ 29.8 per share. Following this grant, he holds 1,500 common shares directly, 3,000 common shares indirectly through an IRA, and several restricted stock awards.

An existing restricted stock award of 804 shares is scheduled to vest 200 shares on June 24, 2025 and 201 shares annually thereafter until fully earned. Another award of 1,200 restricted shares vests in three equal installments beginning December 15, 2025, subject to continued service. The newly granted 2,000-share restricted award vests in five equal installments beginning on December 15, 2026, also contingent on continued service in an eligible role.

Positive

  • None.

Negative

  • None.
Insider McCaffery John Martin JR
Role EVP & CFO
Type Security Shares Price Value
Grant/Award Common Stock 2,000 $29.80 $60K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 4,004 shares (Indirect, Restricted Stock); Common Stock — 1,500 shares (Direct); Common Stock — 3,000 shares (Indirect, IRA)
Footnotes (3)
  1. F1. Award vests 200 shares on June 24, 2025 and then 201 shares annually thereafter until such stock award shares are fully earned.
  2. F2. 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.
  3. F3. Award vests in five 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.

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Form 4 Insider Transactions: What Each Field Means →
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*
McCaffery John Martin JR
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
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 1,500 D
Common Stock 3,000 I IRA
Common Stock 804(1) I Restricted Stock
Common Stock 1,200(2) I Restricted Stock
Common Stock 12/16/2025 A 2,000 A $29.8 2,000(3) 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 200 shares on June 24, 2025 and then 201 shares annually thereafter until such stock award shares are fully earned.
2. 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.
3. Award vests in five 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/ John M. McCaffery 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).
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.

Source: View Original Filing on SEC EDGAR