PHILLIPS KENNETH A 4

What Happened Kenneth A. Phillips, a director of Norwood Financial Corp. (NWFL), received a series of equity awards that resulted in the acquisition of 504 shares across five vesting events. The transactions (all coded "A" for award/grant/acquisition) were:

• 2025-04-10: 123 shares at $24.33 — $2,993
• 2025-07-10: 117 shares at $25.60 — $2,995
• 2025-10-10: 116 shares at $25.84 — $2,997
• 2026-01-12: 105 shares at $28.42 — $2,984
• 2026-02-11: 43 shares at $31.62 — $1,360
  Total: 504 shares, approximately $13,329. These were equity compensation/retainer shares (not open‑market purchases or sales).

Key Details

• Transaction dates & prices: listed above; each entry is an award/acquisition (Form 4 code "A").
• Shares owned after transaction: not specified in the provided filing.
• Filing date: Form 4 filed on 2026-02-13 covering transactions from 2025-04-10 through 2026-02-11; investors may note the filing reports multiple earlier vesting dates.
• Notable footnotes:
  • F1: Director retainer shares issued under the 2024 Equity Incentive Plan.
  • F2–F6: Vesting schedules — awards vest in equal annual installments (some over five years beginning Dec 2022–2024, others over three years beginning Dec 2025–2026) depending on the award.

Context

• These were compensation/retainer awards that vested (acquisitions), not purchases or sales. Such awards are routine forms of director compensation and do not by themselves indicate an immediate bullish or bearish signal.
• For long‑term interpretation, note the multi‑year vesting schedules in the footnotes; vesting over time is common for aligning directors with shareholder interests.