Gifford Jeffrey S 4

4 · NORWOOD FINANCIAL CORP · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Norwood Financial (NWFL) Director Jeffrey S. Gifford Receives Awards

What Happened

Jeffrey S. Gifford, a Director of Norwood Financial Corp. (NWFL), acquired a total of 504 shares through company equity awards (transaction code "A" — award/acquisition) that vested on several dates. The grants and values reported:
- 2025-04-10: 123 shares @ $24.33 = $2,993
- 2025-07-10: 117 shares @ $25.60 = $2,995
- 2025-10-10: 116 shares @ $28.42 = $3,297
- 2026-01-12: 105 shares @ $28.42 = $2,984
- 2026-02-11: 43 shares @ $31.62 = $1,360
Total acquired: 504 shares, approximately $13,629 in value. These were equity award/retainer shares issued under the company’s equity incentive plan (not open-market purchases), so they reflect compensation/vesting rather than a market buy signal.

Key Details

Transaction dates & prices: listed above (A = award/grant).
Shares owned after transaction: not specified in the provided filing details.
Footnotes / vesting terms:
- F1: Director retainer shares issued under the 2024 Equity Incentive Plan.
- F2–F4: Some awards vest in five equal annual installments starting Dec 14, 2022; Dec 13, 2023; and Dec 12, 2024, respectively.
- F5–F6: Other awards vest in three equal annual installments beginning Dec 15, 2025 and Dec 15, 2026, respectively.
Filing timeliness: The Form 4 was filed on 2026-02-13 and reports vestings as far back as April–October 2025; those older transactions appear to be reported well after the typical 2-business-day Form 4 deadline.

Context

These transactions are vested awards/retainer shares (compensation) rather than purchases on the open market — common for directors and typically routine. Such awards do not necessarily indicate the director buying or selling based on near-term views of the stock.
For retail investors: awards can modestly increase insider stake but are primarily compensation; note the late reporting of earlier vestings when assessing timeliness of insider disclosures.

Form 4

Period: 2025-04-10

Director

Transactions

Holdings

Footnotes (6)

[F1]Director Retainer Shares issued under the 2024 Equity Incentive Plan.
[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.
[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.
[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.
[F5]Award vests in three equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
[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.

Signature

/s/ Jeffrey S. Gifford by John M. McCaffery POA|2026-02-13

1 file