[Form 4] Penns Woods Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for Penns Woods Bancorp (PWOD) shows Director Charles E. Kranich disposed of 37,798 PWOD shares on 25 Jul 2025, coded “D”. The shares were not sold in the market; they were automatically converted into Northwest Bancshares (NWBI) stock when the previously announced merger closed the same day.

Under the 16 Dec 2024 merger agreement, each PWOD share was exchanged for 2.385 NWBI shares plus cash for fractional shares. On the effective date PWOD closed at $30.00 and NWBI at $12.63, implying an effective consideration of roughly $30.08 per PWOD share. No derivative positions were reported, and Kranich’s economic interest continues through the newly issued NWBI shares.

The filing principally confirms completion of the merger; it does not signal discretionary selling by the insider.

Positive

• Merger consummation confirmed, eliminating execution risk and enabling synergy realization between PWOD and Northwest Bancshares.

Negative

• PWOD shares extinguished; existing shareholders must now evaluate Northwest Bancshares' fundamentals to gauge future performance.

Insights

Securities Analyst

TL;DR: Mechanical share conversion; no discretionary selling; merger completed as planned.

The Form 4 simply records the statutory conversion of PWOD shares into NWBI shares at the agreed 2.385x ratio. Because the consideration mirrors previously disclosed terms, there is no incremental information regarding insider sentiment, valuation, or operational outlook. The filing does, however, provide a time-stamp for merger completion, which can be useful for modeling pro-forma share counts and index adjustments. Overall impact on NWBI/PWOD holders is neutral; the deal economics were already priced in.

M&A Specialist

TL;DR: Filing certifies closing mechanics; supports merger integration timeline.

The insider’s recorded disposition corroborates that all closing conditions were met and PWOD is now fully absorbed into NWBI. The 2.385 exchange ratio aligns with the December 2024 merger agreement, so no repricing or renegotiation occurred. Investors can infer that integration activities and planned cost synergies should commence immediately. From a transaction-risk perspective, completion removes regulatory and shareholder-vote overhangs, but the Form 4 itself carries little direct market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Neher Robert

(Last) (First) (Middle)

315 CANTER DRIVE

(Street)

DALLAS PA 18612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PENNS WOODS BANCORP INC [ PWOD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO Luzerne Bank

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/25/2025		M		6,000	A	$28.1	7,383	D
Common Stock	07/25/2025		D		7,641(1)(2)	D	(1)	0	D
Common Stock	07/25/2025		D		152(1)	D	(1)	0	I	Wife, Daughter, Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$20.85	07/25/2025		D			2,300	(3)	01/17/2034	Common Stock	2,300	(3)	0	D
Employee Stock Options (Right to Buy)	$20.85	07/25/2025		D			4,700	(3)	01/17/2034	Common Stock	4,700	(3)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			3,300	(3)	01/20/2033	Common Stock	3,300	(3)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			6,700	(3)	01/20/2033	Common Stock	6,700	(3)	0	D
Employee Stock Options (Right to Buy)	$24.1	07/25/2025		D			8,300	(3)	01/18/2032	Common Stock	8,300	(3)	0	D
Employee Stock Options (Right to Buy)	$24.23	07/25/2025		D			5,000	(3)	04/09/2031	Common Stock	5,000	(3)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2024 (the "Merger Agreement"), by and between Penns Woods Bancorp, Inc. (the "Company") Northwest Bancshares, Inc. ("Parent"), a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2024, pursuant to which the Company merged with, and into, Parent (the "Merger") on July 25, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive 2.385 shares of Parent common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On July 25, 2025, the closing price of the Company's common stock was $30.00 per share, and the closing price of Parent's common stock was $12.63 per share.

2. Includes 66 Dividend Reinvestment Shares.

3. Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock, whether vested or unvested (each, an "Option") that is outstanding and unexercised immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to, for each Option, the product of (i)(A) the average of the closing sales price of Parent common stock on the Nasdaq Global Select Market as published in The Wall Street Journal for the 5 consecutive full trading days ending on the trading day immediately preceding the Effective Date multiplied by the Exchange Ratio less (B) the current exercise price per share of such Option, as may have been adjusted pursuant to the Merger Agreement, and (ii) the number of shares of the Company common stock underlying such Option.

	/s/ Michelle M. Karas, Attorney in Fact	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What triggered Charles E. Kranich's disposition of PWOD shares?

The shares were automatically converted into Northwest Bancshares stock when the PWOD–NWBI merger closed on 25 Jul 2025.

What is the exchange ratio for PWOD shareholders following the merger?

Each PWOD share was exchanged for 2.385 shares of Northwest Bancshares common stock plus cash for fractional shares.

Was any cash consideration involved in the Form 4 transaction?

No cash sale occurred; the filing records a non-cash share conversion under the merger agreement.

Does the Form 4 indicate insider sentiment toward PWOD or NWBI?

No. The disposition is procedural, reflecting merger mechanics, not a voluntary decision to buy or sell.

What were the closing prices on the merger date?

On 25 Jul 2025, PWOD closed at $30.00 and Northwest Bancshares at $12.63.