Penns Woods SVP Disposes All Shares & Options Amid Merger
Rhea-AI Filing Summary
Senior VP Aron M. Carter filed Form 4 after Penns Woods Bancorp (PWOD) closed its merger with Northwest Bancshares on 07/25/2025. Under the agreement, each PWOD share converted into 2.385 shares of the parent. Carter therefore disposed of 1,863 PWOD common shares (including 14 dividend-reinvestment shares), leaving him with zero direct PWOD share ownership.
Simultaneously, all outstanding employee stock options—25,500 options across 11 grants with strike prices between $20.85 and $28.01—were cancelled and converted into a cash payment formula defined by the merger terms. No derivative securities remain in Carter’s account.
The filing is administrative; the transactions were mandatory at closing and do not reflect discretionary insider selling. It confirms completion of equity conversion and that Carter is no longer a Section 16 insider of the combined company.
Positive
- None.
Negative
- None.
Insights
TL;DR: Mandatory share & option conversion; neutral signal.
The Form 4 merely documents automatic disposition triggered by PWOD’s merger into Northwest Bancshares. Carter’s 1,863 shares converted at the 2.385 ratio, and 25,500 options were cashed out per the agreement. Because the insider had no choice in timing or price, the filing carries no directional implication for the new combined entity. It is chiefly relevant for confirming that PWOD equity instruments have been fully settled and Section 16 reporting for Carter has ended.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Options (Right to Buy) | 1,700 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 3,300 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 1,300 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 2,700 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 2,500 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 5,000 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 2,500 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 5,000 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 5,000 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 5,000 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 3,750 | $0.00 | -- |
| Disposition | Employee Stock Options (Right to Buy) | 3,750 | $0.00 | -- |
| Disposition | Penns Woods Common Stock | 1,863 | $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. Includes 14 Dividend Reinvestment Shares. 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.
