[Form 4] Penns Woods Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

Norges Bank filed Amendment No. 1 to Schedule 13G disclosing a passive ownership stake in OneStream Inc. (OS).

As of 30 June 2025, the bank beneficially owned 6,343,592 common shares, representing 8.4 % of the outstanding class. Norges Bank holds sole voting and dispositive power over the entire position; no shares are held jointly. The shares are invested on behalf of the Government of Norway and were acquired in the ordinary course of business.

The filing is made under Rule 13d-1(b) as Norges Bank qualifies as a foreign institutional investor. No subsidiaries, group members, or control persons are reported, and the bank certifies that the investment is not intended to influence management or control of the issuer. The amendment mainly updates OneStream’s ownership structure, highlighting a significant passive institutional holder.

Positive

• Norges Bank holds 6.34 million shares (8.4 %) of OneStream, indicating strong passive institutional ownership

Negative

• None.

Insights

Portfolio Manager

TL;DR – 8.4 % passive stake by Norges Bank; material ownership but no control intent.

The disclosure shows Norway’s sovereign wealth arm controls over eight percent of OneStream’s float—substantial for a single passive holder. Because voting and dispositive power are sole, the stake could matter in future proxy tallies even without activist motives. However, the 13G (vs. 13D) status and explicit certification of non-control intent frame the position as purely portfolio driven. There are no transaction details, price data, or accompanying governance demands, so the market impact should be modest and largely sentiment-based, signalling ongoing institutional confidence rather than strategic change.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kephart Cameron

(Last) (First) (Middle)

425 SOUTH TORBERT LANE

(Street)

JERSEY SHORE PA 17740

(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
	Officer (give title below)		Other (specify below)

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
Penns Woods Bancorp, Inc. common stock	07/25/2025		D		9,290(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

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 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.

	/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many OneStream (OS) shares does Norges Bank own?

Norges Bank reports owning 6,343,592 common shares.

What percentage of OneStream’s outstanding stock is held by Norges Bank?

The filing lists ownership of 8.4 % of the class.

Is the stake considered passive or active?

Filed on Schedule 13G with a non-control certification, the stake is passive.

Does Norges Bank share voting power with any other entity?

No. The bank has sole voting and dispositive power over all reported shares.

Why was Amendment No. 1 filed on 30 June 2025?

The amendment updates ownership information after crossing the 5 % threshold, as required under Rule 13d-1(b).