Gifford Jeffrey S 4

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.