[Form 4] Penns Woods Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing: Brian L. Knepp—President & Director of Penns Woods Bancorp (PWOD)—reports that on 25-Jul-2025 he disposed of all PWOD equity as part of the company’s merger into Northwest Bancshares (NWBI).

Common stock: 46,272 PWOD shares were automatically converted at the agreed 2.385× exchange ratio, eliminating his direct PWOD holdings.

Stock options: Five tranches totalling 97,400 options (strike $20.85-$27.77) were cancelled and cash-settled per the merger agreement’s formula that references a 5-day NWBI VWAP.

At the effective time PWOD closed at $30.00 and NWBI at $12.63, implying c.$71.6 k pre-exchange value for the common shares; option payout is undisclosed but based on the same pricing mechanism. After the transaction the insider reports 0 shares and 0 options.

No open-market activity occurred; the filing simply confirms legal consummation of the merger and termination of PWOD securities.

Positive

• Merger completion is confirmed, eliminating deal-closure risk for PWOD holders and entitling them to NWBI shares/cash.

Negative

• Insider now holds zero PWOD shares, removing potential alignment with legacy shareholders; however PWOD equity no longer exists post-merger.

Insights

Financial Analyst

TL;DR – Neutral, merger-driven insider disposition; confirms deal closing.

The Form 4 shows only mandatory conversions and cash-outs triggered by PWOD’s merger with NWBI. There is no discretionary trade, so it carries little incremental information about management’s view of valuation. Still, it evidences final completion of a previously announced transaction and removes PWOD float. Shareholders should now focus on NWBI integration metrics rather than insider ownership changes at the defunct entity.

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^*

KNEPP BRIAN L

(Last) (First) (Middle)

ONE STRAWBERRY LANE

(Street)

MIDDLEBURG PA 17842

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		D		46,272(1)	D	(1)	0	D

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			19,000	(2)	01/17/2034	Common Stock	19,000	(2)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			20,000	(2)	01/20/2033	Common Stock	20,000	(2)	0	D
Employee Stock Options (Right to Buy)	$24.1	07/25/2025		D			16,700	(2)	01/18/2032	Common Stock	16,700	(2)	0	D
Employee Stock Options (Right to Buy)	$24.23	07/25/2025		D			16,700	(2)	04/09/2031	Common Stock	16,700	(2)	0	D
Employee Stock Options (Right to Buy)	$25.34	07/25/2025		D			25,000	(2)	03/11/2030	Common Stock	25,000	(2)	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. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did the Form 4 for PWOD dated 07/25/2025 disclose?

It showed President Brian L. Knepp disposed of all 46,272 PWOD shares and 97,400 options due to the merger with NWBI.

How many PWOD shares were converted and at what ratio?

All 46,272 common shares were converted into NWBI stock at a 2.385× exchange ratio.

What happened to Brian Knepp’s PWOD stock options?

Five option grants totalling 97,400 shares were cancelled and cash-settled per the merger’s cash-out formula.

Were there any open-market purchases or sales?

No. All changes resulted solely from the merger’s automatic conversion and cash-out provisions.

What were the closing prices on the merger date?

PWOD closed at $30.00; NWBI closed at $12.63 on 25-Jul-2025.