[8-K] Northwest Bancshares, Inc Reports Material Event

Rhea-AI Filing Summary

Northwest Bancshares, Inc. (NASDAQ: NWBI) has closed its previously announced acquisition of Penns Woods Bancorp, Inc. on July 25, 2025. The transaction was executed under the December 16, 2024 Merger Agreement and disclosed in this Form 8-K filed July 28, 2025.

• Transaction structure: Each outstanding Penns Woods common share converted into 2.385 shares of Northwest common stock; cash will be paid in lieu of fractional shares based on the 5-day average NWBI closing price preceding the merger date.
• Legal outcomes: Penns Woods merged with and into Northwest (holding-company level). Its subsidiary banks—Luzerne Bank and Jersey Shore State Bank—were concurrently merged into Northwest Bank.
• Governance change: Former Penns Woods CEO Richard Grafmyre was appointed to Class II of both the Northwest and Northwest Bank boards, with an initial board term expiring at the 2026 annual meeting. He will receive standard non-employee director compensation.
• Regulatory filings: A press release announcing completion of the deal (Exhibit 99.1) and related XBRL cover data (Exhibit 104) accompany the report.

The filing confirms that Northwest now owns all assets and has assumed all obligations of Penns Woods and its banking subsidiaries. No financial performance metrics or updated guidance were provided.

Positive

• Acquisition closed on schedule, eliminating execution uncertainty.
• All-stock structure preserves Northwest’s cash and regulatory capital.
• Board integration secured with Richard Grafmyre’s appointment, aiding post-merger alignment.

Negative

• Share issuance at a 2.385:1 ratio increases NWBI shares outstanding, potentially diluting per-share metrics.
• No financial guidance or cost-synergy details provided, leaving earnings impact undisclosed.

Insights

M&A Specialist

TL;DR: All-stock deal closed; share conversion finalized; new director added—structurally straightforward and now de-risked.

Completion removes execution risk associated with the Penns Woods acquisition, legally consolidating two Pennsylvania franchises under Northwest. The fixed exchange ratio of 2.385 shares means consideration cost fluctuated with NWBI’s price but is now locked in. Because consideration was paid entirely in stock, Northwest preserves cash but increases share count, which may dilute EPS until cost savings are realized. Governance integration begins with Richard Grafmyre’s board appointment, satisfying merger terms and aiding cultural transition. No regulatory or litigation impediments are disclosed, suggesting a smooth closing. Impact is moderately positive: growth in assets and market presence is achieved, balanced by dilution.

Financial Analyst

TL;DR: Asset base expands; immediate earnings effect unclear without pro forma data.

The filing confirms date, structure, and exchange ratio but offers no combined pro forma financials, cost-save targets, or integration timeline. Investors should monitor forthcoming 10-Q/8-K financials for dilution magnitude and merger-related expenses. Nonetheless, completion can accelerate scale advantages for Northwest Bank in Pennsylvania. Appointment of Grafmyre adds legacy leadership experience, potentially smoothing client retention. Absent hard numbers, market reaction will depend on perceived strategic fit versus dilution risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 28, 2025 (July 25, 2025)

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34582

27-0950358

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

3 Easton Oval Suite 500

Columbus

Ohio

43219

(Address of principal executive office)

(Zip code)

(814) 726-2140

(Registrant’s telephone number, including area code)  

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

    Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, 0.01 Par Value

NWBI

NASDAQ Stock Market, LLC

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

On July 25, 2025, Northwest Bancshares, Inc. a Maryland corporation (“Northwest”), completed its previously announced merger with Penns Woods Bancorp, Inc., a Pennsylvania corporation (“Penns Woods”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated December 16, 2024. At the effective time of the merger (the “Effective Time”), Penns Woods merged with and into Northwest (the “Holding Company Merger”), with Northwest as the surviving corporation in the Holding Company Merger. Immediately following the Holding Company Merger, Penns Woods’ wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered bank (“Luzerne Bank”), and Jersey Shore State Bank, a Pennsylvania-chartered bank, merged with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest (“Northwest Bank”), with Northwest Bank as the surviving bank (the “Bank Mergers” and with the Holding Company Merger, the “Merger”). By virtue of the Merger, Northwest acquired all of the assets, and succeeded to all of the obligations of Penns Woods, and Northwest Bank acquired all of the assets, and succeeded to all of the obligations of, Luzerne Bank and Jersey Shore State Bank.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each Penns Woods common share issued and outstanding immediately prior to the Effective Time (except for treasury shares, as provided for in the Merger Agreement), converted, in accordance with the procedures set forth in the Merger Agreement, into 2.385 shares of Northwest common stock. In addition, each Penns Woods shareholder who would otherwise be entitled to receive a fractional share of Northwest common stock will receive cash (rounded to the nearest cent), without interest, in an amount equal to the fractional share of Northwest common stock to which such holder would otherwise be entitled to multiplied by the average of the closing-sale prices of Northwest common stock on the Nasdaq Global Select Market® as published in The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day preceding the effective date of the Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached as Exhibit 99.4 to Northwest’s Current Report on Form 8-K filed on December 20, 2024, and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective at the closing of the Holding Company Merger, and following the unanimous recommendation of the Nominating and Corporate Governance Committee, Richard Grafmyre was appointed to the Northwest and Northwest Bank boards of directors. Mr. Grafmyre will serve as a director in Class II of the Northwest board for an initial term ending at Northwest’s 2026 Annual Meeting of Shareholders. Mr. Grafmyre will also serve in Class II of the Northwest Bank board of directors.

In his capacity as a non-employee director of each of Northwest and Northwest Bank, Mr. Grafmyre will receive compensation on the same basis as the other non-employee directors receive for their service on the Northwest and Northwest Bank boards of directors and their respective committees. Committee appointments for Mr. Grafmyre will be determined at a later date.

Mr. Grafmyre previously served as Chief Executive Officer of Penns Woods until the closing of the Holding Company Merger. Under the terms and conditions of the Merger Agreement, Mr. Grafmyre was to join Northwest’s board of directors following consummation of the merger. Mr. Grafmyre was Chief Executive Officer of Penns Woods since October 2010.

Northwest has determined that neither Mr. Grafmyre nor any of his immediate family members has had (or proposes to have) a direct or indirect interest in any transaction in which Northwest or any of Northwest’s subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A copy of the news release announcing Mr. Grafmyre’s election to the Northwest board of directors is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

On July 28, 2025, Northwest announced that it completed its acquisition of Penns Woods as of July 25, 2025. Northwest and Penns Woods first announced that they had entered into an agreement to merge on December 17, 2024.

A copy of the press release announcing the event is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.						Description
99.1						News Release issued by Northwest Bancshares, Inc. on July 28, 2025
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

NORTHWEST BANCSHARES, INC.

DATE:

July 28, 2025

By:

/s/ Douglas M. Schosser

Douglas M. Schosser

Chief Financial Officer

FAQ

What did Northwest Bancshares (NWBI) acquire on July 25, 2025?

NWBI acquired Penns Woods Bancorp, along with its subsidiaries Luzerne Bank and Jersey Shore State Bank.

What is the exchange ratio for Penns Woods shareholders?

Each Penns Woods share converted into 2.385 shares of Northwest common stock; cash is paid for fractional shares.

Was any cash consideration involved in the NWBI–Penns Woods merger?

Consideration is all stock; only fractional shares are settled in cash based on NWBI’s 5-day average closing price.

Who joined Northwest’s board after the merger?

Richard Grafmyre, former CEO of Penns Woods, was appointed to Class II of both the Northwest and Northwest Bank boards.

Does the 8-K provide updated financial guidance for NWBI?

No. The filing outlines structural details of the merger but supplies no pro forma financials or guidance.