Penns Woods Bancorp Form 4 Confirms Share Swap at Merger Close

Rhea-AI Filing Summary

Form 4 discloses that director D. Michael Hawbaker disposed of 12,615 Penns Woods Bancorp (PWOD) common shares on 07/25/2025. The disposition (transaction code “D”) occurred automatically at the closing of the merger between PWOD and Northwest Bancshares, Inc. (“Parent”) under the Agreement and Plan of Merger dated 12/16/2024. At the effective time, each PWOD share converted into 2.385 Parent shares and cash for any fractional shares; thus the reporting person no longer owns PWOD stock directly.

Reference prices on the closing date were $30.00 for PWOD and $12.63 for Parent. On that basis, the exchange equates to an implied consideration of roughly $71.55 per PWOD share in Parent stock. The reported total includes 137 dividend-reinvestment shares. No derivative positions were reported, and no further insider ownership of legacy PWOD securities remains after the transaction.

Positive

• Merger consummation: Form 4 confirms PWOD’s merger with Northwest Bancshares closed on 07/25/2025, finalizing the long-announced transaction.
• Exchange ratio executed: Shareholders received 2.385 Northwest shares per PWOD share, validating previously disclosed deal economics.

Negative

• Legacy insider ownership ends: Director Hawbaker now holds no PWOD shares, eliminating insider alignment with the former standalone entity (though ownership presumably continues in Parent shares).

Insights

Financial Analyst

TL;DR – Insider Form 4 confirms merger completion and share conversion; no open-market sales occurred.

The filing is largely administrative: Hawbaker’s 12,615 PWOD shares were exchanged for Northwest Bancshares stock per the pre-announced 2.385x ratio. Because the exchange was contractual, it does not indicate insider sentiment or liquidity pressure. Nonetheless, it provides investors final confirmation of the equity swap value (~$71.55 per PWOD share using 07/25/2025 closes) and removes any residual float of PWOD. Impact on Parent’s share count is minor (~30 thousand shares issued to this insider), but across all PWOD holders the dilution has been fully disclosed in prior merger documents. Overall, the event is neutral to slightly positive as it signals deal consummation and integration progress.

M&A Specialist

TL;DR – Filing evidences legal consummation of PWOD–Northwest merger; exchange ratio executed as agreed.

From a deal-making perspective, this Form 4 is a procedural step that records legacy PWOD shares rolling into Northwest. The absence of price variance or amended terms indicates a smooth closing. Investors now have an authoritative timestamp (07/25/2025) for the effective merger date, which can trigger accounting consolidation and cost-synergy timelines. Because the ratio was fixed, PWOD holders realized a 2.385x share uplift regardless of short-term market swings, mitigating closing risk. The document does not expose new financial obligations but implicitly confirms that all regulatory and shareholder approvals were secured prior to conversion. Impact is neutral; the material information (exchange ratio) was already public.

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^*

Hawbaker D Michael

(Last) (First) (Middle)

502 STONECLIFFE PLACE

(Street)

PORT MATILDA PA 16870

(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		12,615(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

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.

2. Includes 137 Dividend Reinvestment Shares.

	/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).
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FAQ

What transaction is reported in PWOD's latest Form 4?

Director D. Michael Hawbaker’s 12,615 PWOD shares were converted into Northwest Bancshares stock at merger closing on 07/25/2025.

What is the PWOD to Northwest share exchange ratio?

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

Was there an open-market sale of PWOD shares?

No. The disposition was automatic under the merger agreement; no market sale price was set by the insider.

What prices were referenced at the time of conversion?

On 07/25/2025, PWOD closed at $30.00 and NWBI at $12.63 per share.

Does the filing include derivative securities?

No derivative securities were reported; only common stock was converted.