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.

Insights

Securities Analyst

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.

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^*

Carter Aron M

(Last) (First) (Middle)

4 N. SCENIC DRIVE

(Street)

ELYSBURG PA 17824

(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)
	Senior Vice 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
Penns Woods Common Stock	07/25/2025		D		1,863(1)(2)	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			1,700	(3)	01/17/2034	Common Stock	1,700	(3)	0	D
Employee Stock Options (Right to Buy)	$20.85	07/25/2025		D			3,300	(3)	01/17/2034	Common Stock	3,300	(3)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			1,300	(3)	01/20/2033	Common Stock	1,300	(3)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			2,700	(3)	01/20/2033	Common Stock	2,700	(3)	0	D
Employee Stock Options (Right to Buy)	$24.1	07/25/2025		D			2,500	(3)	01/18/2032	Common Stock	2,500	(3)	0	D
Employee Stock Options (Right to Buy)	$24.1	07/25/2025		D			5,000	(3)	01/18/2032	Common Stock	5,000	(3)	0	D
Employee Stock Options (Right to Buy)	$24.23	07/25/2025		D			2,500	(3)	04/09/2031	Common Stock	2,500	(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
Employee Stock Options (Right to Buy)	$25.34	07/25/2025		D			5,000	(3)	03/11/2030	Common Stock	5,000	(3)	0	D
Employee Stock Options (Right to Buy)	$25.34	07/25/2025		D			5,000	(3)	03/11/2030	Common Stock	5,000	(3)	0	D
Employee Stock Options (Right to Buy)	$28.01	07/25/2025		D			3,750	(3)	03/15/2029	Common Stock	3,750	(3)	0	D
Employee Stock Options (Right to Buy)	$28.01	07/25/2025		D			3,750	(3)	03/15/2029	Common Stock	3,750	(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 14 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 did insider Aron M. Carter report in PWOD's Form 4?

He reported the mandatory disposal of 1,863 PWOD common shares and cancellation of 25,500 stock options due to the merger.

How many PWOD shares were converted in the transaction?

Carter’s entire holding of 1,863 shares (including 14 DRIP shares) was converted.

What exchange ratio was applied to PWOD shares?

Each PWOD share converted into 2.385 shares of Northwest Bancshares common stock.

What happened to the insider's stock options?

All 25,500 employee stock options were cancelled and exchanged for a cash payment calculated per the merger agreement.

Does the filing indicate insider sentiment toward PWOD?

No. The transactions were automatic under the merger terms, so the filing is administrative and neutral.