[Form 4] Penns Woods Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

PWOD Form 4 recap: On 25-Jul-2025, CEO & Director Richard A. Grafmyre reported the disposition of his entire Penns Woods Bancorp stake in connection with the company’s merger into Northwest Bancshares.

• Common shares disposed: 44,267 directly, 800 indirectly (wife).
• Employee stock options cancelled for cash: 43,500 options over four grants, strike prices $20.85-$24.23, original expiries 2031-2034.
• Merger consideration: each PWOD share converted into 2.385 NWBI shares; closing prices on 25-Jul-2025 were $30.00 (PWOD) and $12.63 (NWBI).

Grafmyre now holds zero PWOD securities; the filing is administrative proof that the December 2024 merger agreement has been executed.

Positive

• Merger consummation confirmed, exchanging PWOD shares for 2.385 NWBI shares and eliminating execution risk.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider disposal is merger-driven; no directional read-through for NWBI valuation.

The Form 4 shows CEO Grafmyre surrendering 45,067 PWOD shares and 43,500 options because PWOD ceased to exist as a stand-alone entity at merger close. The 2.385 exchange ratio matches the previously disclosed terms, so equity value transfer appears as expected. Option cash-out suggests no incremental dilution for NWBI. For legacy PWOD holders, deal certainty is now 100%, converting regional bank exposure into NWBI stock. From a market-impact standpoint the disclosure is neutral; it neither signals insider sentiment nor alters pro-forma capital. Nevertheless, it confirms closing logistics and should remove any residual merger-completion risk.

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^*

Grafmyre Richard A

(Last) (First) (Middle)

91 SKYWARD DRIVE

(Street)

DANVILLE PA 17821

(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)
	Chief Executive Officer

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		44,267(1)	D	(1)	0	D
Common Stock	07/25/2025		D		800(1)	D	(1)	0	I	Wife

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			6,300	(2)	01/17/2034	Common Stock	6,300	(2)	0	D
Employee Stock Options (Right to Buy)	$20.85	07/25/2025		D			12,700	(2)	01/17/2034	Common Stock	12,700	(2)	0	D
Employee Stock Options (Right to Buy)	$24.1	07/25/2025		D			11,000	(2)	01/18/2032	Common Stock	11,000	(2)	0	D
Employee Stock Options (Right to Buy)	$24.23	07/25/2025		D			13,500	(2)	04/09/2031	Common Stock	13,500	(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).
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

What did PWOD CEO Richard Grafmyre report on this Form 4?

He reported disposing of all 44,267 directly held and 800 indirectly held PWOD shares, plus 43,500 stock options, due to the merger completion.

What is the exchange ratio for PWOD shareholders?

Each PWOD share was converted into 2.385 shares of Northwest Bancshares (NWBI) plus cash for fractional shares.

Were Grafmyre’s stock options exercised?

No. All outstanding options were cancelled for a cash payment calculated under the merger agreement.

Does Grafmyre still own any PWOD securities after the merger?

No. The filing shows zero remaining PWOD ownership; the company merged into NWBI.

What were the closing prices used in the transaction?

On 25-Jul-2025, PWOD closed at $30.00 and NWBI closed at $12.63 per share.