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Norwood Financial (NASDAQ: NWFL) grants director 45 share award

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LAMONT KEVIN M reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Kevin M. Lamont received a grant of 45 shares of common stock at $30.20 per share as a director retainer under the 2024 Equity Incentive Plan. Following this award, he directly holds 135,960 common shares and also reports several indirect restricted stock and spouse holdings that vest over multiple future December dates.

Positive

  • None.

Negative

  • None.
Insider LAMONT KEVIN M
Role Director
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 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 135,960 shares (Direct); Common Stock — 463 shares (Indirect, Spouse); 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 stock grant 45 shares Common stock award on 2026-05-11
Grant reference price $30.20 per share Value used for 45-share award
Direct holdings after grant 135,960 shares Common stock held directly following award
Spouse indirect holdings 463 shares Common stock held by spouse
Restricted stock lot 825 shares Indirect restricted stock holding entry
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."
Restricted Stock financial
"nature_of_ownership: "Restricted Stock" on multiple holding entries"
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"
Director Emeritus financial
"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

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

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FAQ

What did NWFL director Kevin M. Lamont report in this Form 4 filing?

Kevin M. Lamont reported receiving a grant of 45 shares of Norwood Financial common stock. The shares are director retainer stock issued under the 2024 Equity Incentive Plan and increase his directly held stake in the company.

How many NWFL shares does Kevin M. Lamont hold after this grant?

After the grant, Kevin M. Lamont directly holds 135,960 shares of Norwood Financial common stock. He also reports additional indirect holdings through restricted stock awards and shares held by his spouse, reflecting a larger overall economic interest.

What was the price used for the 45-share Norwood Financial award?

The 45-share director retainer award used a reference price of $30.20 per share. This price helps indicate the grant’s fair value for reporting and compensation purposes, even though it is an equity award rather than an open-market purchase.

Are the Norwood Financial director awards subject to vesting schedules?

Yes. Footnotes state that related awards vest in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued service as an employee, outside director, or director emeritus.

Does this NWFL Form 4 show open-market buying or selling?

No. The only quantified transaction is a 45-share grant coded as an award, not an open-market trade. Other line items are holdings of restricted stock and spouse shares, which reflect ownership positions rather than new market purchases or sales.

What plan governs the new Norwood Financial share grant to the director?

The new 45-share director retainer grant was issued under the Norwood Financial 2024 Equity Incentive Plan. This plan provides equity-based compensation, including restricted stock and awards that typically vest over several years of continued board or employee service.
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*
LAMONT KEVIN M

(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)
05/11/2026
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 Stock05/11/2026A45(1)A$30.2135,960D
Common Stock463ISpouse
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/ Kevin M. Lamont by Mackenzie Jackson, Power of Attorney05/13/2026
** 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)