Penns Woods Bancorp Insider Converts Shares, Options at 2.385× Ratio
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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) | 19,000 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 20,000 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 16,700 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 16,700 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 25,000 | $0.00 | -- |
| Disposition | Common Stock | 46,272 | $0.00 | -- |
Footnotes (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. 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.
