[Form 4] Penns Woods Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

On 07/25/2025, Chief Data Officer Michelle M. Karas filed a Form 4 reporting disposition of all Penns Woods Bancorp (PWOD) equity due to the company’s merger with Northwest Bancshares (NWBI). The filing shows the automatic conversion of 6,715 PWOD common shares (incl. 66 DRIP shares) and the cancellation of 15,000 employee stock options with strike prices ranging from $20.85-$27.77.

Under the December 16 2024 merger agreement, each PWOD share was exchanged for 2.385 NWBI shares plus cash for fractional shares. On the 07/25/2025 closing date PWOD closed at $30.00 while NWBI closed at $12.63, implying consideration of ≈$30.10 per PWOD share. Following the transaction Karas reports zero direct or indirect PWOD ownership, confirming both deal completion and the elimination of PWOD Section 16 insider positions.

Positive

• Merger consummation confirmed: Filing verifies PWOD’s merger with Northwest Bancshares closed on 07/25/2025 at a 2.385:1 share exchange ratio.
• Equity overhang removed: 15,000 outstanding PWOD options were cancelled and cash-settled, cleaning up the capital structure post-merger.

Negative

• Insider stake eliminated: Chief Data Officer now holds no PWOD shares, ending direct insider ownership in the legacy company.

Insights

Securities Analyst

TL;DR: Insider’s total exit verifies PWOD-NWBI merger completion; economically neutral, no discretionary selling signal.

The Form 4 is procedural, reflecting mandatory share conversion and cash-settled option cancellation at closing. The 2.385 exchange ratio matches terms previously disclosed; pricing parity (≈$30.10 vs. $30.00) suggests little premium beyond market expectations. With 6,715 shares and 15k options removed, insider alignment with PWOD equity ends, but future exposure shifts to NWBI for all former shareholders. The filing is not impactful for valuation—merger economics were already priced in—yet it provides definitive confirmation that the transaction closed on 07/25/2025 and that all legacy PWOD equity instruments have been extinguished.

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
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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^*

Karas Michelle M

(Last) (First) (Middle)

6920 SCENIC DRIVE

(Street)

BLOOMSBURG PA 17815

(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)
	Chief Data 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		6,715(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			1,700	(3)	01/20/2033	Common Stock	1,700	(3)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			3,300	(3)	01/20/2033	Common Stock	3,300	(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)	$24.23	07/25/2025		D			2,500	(3)	04/09/2031	Common Stock	2,500	(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 66 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.
* 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 Penns Woods Bancorp (PWOD) disclose in the July 28 2025 Form 4?

Disposal of 6,715 PWOD shares and cancellation of 15,000 options by CDO Michelle Karas due to the merger with Northwest Bancshares.

How many PWOD shares were converted in the merger?

6,715 common shares held by the insider were exchanged for NWBI shares at closing.

What is the exchange ratio for PWOD shareholders?

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

What happened to outstanding PWOD stock options?

All options were cancelled and cash-settled based on the exchange-ratio pricing formula outlined in the merger agreement.

Does the insider retain any PWOD ownership after the transaction?

No. The filing shows zero direct or indirect beneficial ownership following the merger.