Norwood Financial director granted 40-share stock award

Q: What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Spencer J. Andress?

Spencer J. Andress reported an acquisition of 40 common shares on 2026-08-10. The shares were granted as Director Retainer Shares under the company’s 2024 Equity Incentive Plan, not bought in an open-market purchase.

Q: How many NORWOOD FINANCIAL CORP (NWFL) shares does Spencer J. Andress hold after this grant?

After the grant, Spencer J. Andress directly holds 8,453 NWFL common shares. He also has an additional 7,247 shares reported as held indirectly through Comprehensive Planner Ltd. on the same Form 4.

Q: Are the new NWFL shares for Spencer J. Andress part of a compensation plan?

Yes. The 40 acquired common shares are identified as Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan, indicating they are a form of director compensation rather than a market purchase.

Q: Were the NWFL insider transactions for Spencer J. Andress under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed. The Form 4 does not state that the reported director retainer share grant was executed under a Rule 10b5-1 trading plan.

NORWOOD FINANCIAL CORP director Spencer J. Andress reported an acquisition of common stock as a compensation grant.

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Filing Sentiment

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Rhea-AI Filing Summary

NORWOOD FINANCIAL CORP director Spencer J. Andress reported an acquisition of common stock as a compensation grant. On 2026-08-10, he received 40 shares of common stock at $34.02 per share as Director Retainer Shares issued under the 2024 Equity Incentive Plan. Following this award, he directly owns 8,453 common shares and also has 7,247 shares held indirectly through Comprehensive Planner Ltd.

Insider Trade Summary

Grant/Award: 40 shares

Grant/Award 2 txns

Insider Andress Spencer J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	40	$34.02	$1K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 8,453 shares (Direct); Common Stock — 7,247 shares (Indirect, Comprehensive Planner Ltd.)

Footnotes (1)

F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

Key Figures

Shares granted: 40 shares Grant value per share: $34.02 per share Direct holdings after transaction: 8,453 shares +1 more

4 metrics

Shares granted 40 shares Director Retainer Shares granted on 2026-08-10

Grant value per share $34.02 per share Value used for the 40-share director retainer grant

Direct holdings after transaction 8,453 shares Common stock directly owned by Spencer J. Andress after the grant

Indirect holdings 7,247 shares Common stock held indirectly through Comprehensive Planner Ltd.

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, indirect ownership

3 terms

Director Retainer Shares financial

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

2024 Equity Incentive Plan financial

"Shares issued under the 2024 Equity Incentive Plan."

indirect ownership financial

"Shares held indirectly through Comprehensive Planner Ltd."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NORWOOD FINANCIAL CORP (NWFL) report for Spencer J. Andress?

Spencer J. Andress reported an acquisition of 40 common shares on 2026-08-10. The shares were granted as Director Retainer Shares under the company’s 2024 Equity Incentive Plan, not bought in an open-market purchase.

At what price were the NWFL shares granted to director Spencer J. Andress?

The 40 common shares granted to Spencer J. Andress were valued at $34.02 per share. This price reflects the per-share value used for the director retainer grant under the 2024 Equity Incentive Plan.

How many NORWOOD FINANCIAL CORP (NWFL) shares does Spencer J. Andress hold after this grant?

After the grant, Spencer J. Andress directly holds 8,453 NWFL common shares. He also has an additional 7,247 shares reported as held indirectly through Comprehensive Planner Ltd. on the same Form 4.

Are the new NWFL shares for Spencer J. Andress part of a compensation plan?

Yes. The 40 acquired common shares are identified as Director Retainer Shares issued under NORWOOD FINANCIAL CORP’s 2024 Equity Incentive Plan, indicating they are a form of director compensation rather than a market purchase.

Were the NWFL insider transactions for Spencer J. Andress under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed. The Form 4 does not state that the reported director retainer share grant was executed under a Rule 10b5-1 trading plan.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/11/2026 - 04:45 PM EDT

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^*

Andress Spencer J

(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)
08/10/2026

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	08/10/2026		A		40⁽¹⁾	A	$34.02	8,453	D
Common Stock								7,247	I	Comprehensive Planner Ltd.

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.

	/s/ Spencer J.Andress By: Mackenzie Jackson, Power of Attorney	08/11/2026
	** 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