Gifford Jeffrey S 4

What Happened
Jeffrey S. Gifford, a director of Norwood Financial Corp. (NWFL), was issued 45 shares as a director retainer on May 11, 2026. The reported price per share was $30.20, for a total reported value of approximately $1,359. This transaction is an award/grant (code A) — company compensation to a director rather than an open‑market purchase.

Key Details

• Transaction date and type: May 11, 2026 — Grant/Award (A).
• Price and value: 45 shares × $30.20 = ~$1,359.
• Shares owned after transaction: Not disclosed in the provided excerpt.
• Footnotes: F1 states these are Director Retainer Shares issued under the 2024 Equity Incentive Plan. Other footnotes (F2–F6) in the filing describe multi‑year, annual installment vesting schedules used for similar awards. The filing does not specify whether these 45 shares are subject to continued‑service vesting.
• Timeliness: Report filed May 13, 2026 for a May 11 transaction — appears timely under Form 4 filing rules.

Context
Director retainer shares are routine compensation for board service and do not necessarily signal a change in the director's view of the company's stock. Purchases (personal cash buys) are typically more directly informative about insider sentiment; grants reflect compensation policies and plan administration. If you track insider activity, note this as a small, routine equity award rather than a market buy or sale.