PWOD Director Converts 13,690 Shares in NWBI Merger Close
Form 4 filing for Penns Woods Bancorp (PWOD) documents that director Daniel K. Brewer disposed of 13,690 PWOD common shares on 07/25/2025.
Rhea-AI Filing Summary
Form 4 filing for Penns Woods Bancorp (PWOD) documents that director Daniel K. Brewer disposed of 13,690 PWOD common shares on 07/25/2025. The transaction code “D” indicates a disposition, but the accompanying footnote clarifies it was automatic conversion under the merger between PWOD and Northwest Bancshares (NWBI), executed pursuant to the 12-16-2024 Agreement and Plan of Merger.
At the merger’s effective time each PWOD share converted into 2.385 NWBI shares plus cash for any fractional shares. Using the 07/25/2025 closing prices ($30.00 for PWOD and $12.63 for NWBI), the stock received equals roughly $30.10 per PWOD share—a de-minimis 0.3 % premium. Brewer’s PWOD share balance is now zero; any continuing economic interest is now held in NWBI stock, which is outside this Form 4.
The filing confirms merger completion and the elimination of PWOD equity, rather than reflecting insider sentiment or open-market activity. No derivative securities were reported.
Positive
- Merger consummation confirmed, eliminating closing risk for PWOD shareholders.
- Exchange ratio delivered a slight 0.3 % premium based on 07/25/2025 closing prices.
Negative
- PWOD equity is extinguished; investors must transition to tracking NWBI.
- Form shows no disclosure of post-conversion NWBI holdings, limiting visibility into insider position.
Insights
TL;DR: Routine merger-triggered share conversion; neutral for insider-sentiment, confirms deal closure.
This Form 4 shows Daniel Brewer’s PWOD shares converted to NWBI at the agreed 2.385:1 ratio when the merger closed on 07/25/2025. Because it is a mandatory corporate-action exchange, not an elective sale, it carries little informational value on future insider behavior. The pricing implies near-parity to PWOD’s last trade, signalling the deal closed essentially as announced. Investors should now track Brewer’s holdings on NWBI filings. Impact on PWOD is moot because the entity ceased to exist; for NWBI, incoming share issuance was already modeled in previous merger documents.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Penns Woods Bancorp, Inc. common stock | 13,690 | $0.00 | $0.00 |
Footnotes (1)
- F1. 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.
FAQ
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What is the cash value of the exchange ratio?
Does the filing reveal Brewer’s current NWBI stake?
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