Matergia Ralph A 4

What Happened
Ralph A. Matergia, a director of Norwood Financial Corp. (NWFL), was issued five separate equity awards (code A — grant/award) that resulted in the acquisition of 504 shares between April 10, 2025 and February 11, 2026. Individual grants: 123 shares @ $24.33 (4/10/2025, $2,993); 117 shares @ $25.60 (7/10/2025, $2,995); 116 shares @ $25.84 (10/10/2025, $2,997); 105 shares @ $28.42 (1/12/2026, $2,984); and 43 shares @ $31.62 (2/11/2026, $1,360). Total value of these awards is roughly $13,329. These were equity compensation awards (not open-market purchases or sales).

Key Details

• Transaction dates and prices: 4/10/2025 (123 @ $24.33), 7/10/2025 (117 @ $25.60), 10/10/2025 (116 @ $25.84), 1/12/2026 (105 @ $28.42), 2/11/2026 (43 @ $31.62).
• Total shares acquired: 504; approximate aggregate value: $13,329.
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes: Awards are director retainer shares issued under the 2024 Equity Incentive Plan (F1). Vesting occurs in scheduled installments (see F2–F6: awards vest over three or five equal annual installments beginning on specified December dates).
• Transaction code: A = Award/Grant (equity compensation).
• Filing timing: The Form 4 was filed on 2026-02-13; many of these award dates are months earlier, so the filing appears late relative to the standard 2-business-day Form 4 deadline for reportable transactions.

Context

• These transactions are compensation-based equity awards (vesting/grants) rather than purchases from the open market; such awards reflect pay/retainer arrangements for directors and do not by themselves indicate buying or selling intent.
• For retail investors, awards are useful to track director compensation and dilution but are not the same signal as an insider buying stock with personal funds.