Penns Woods Director’s 13,690-Share Conversion Confirms NWBI Deal

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

Financial Analyst

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.

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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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^*

Brewer Daniel K.

(Last) (First) (Middle)

23 LONG VIEW 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)

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		13,690(1)	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.

	/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 happened to PWOD shares on 07/25/2025?

All PWOD shares, including 13,690 held by Director Brewer, were converted into 2.385 Northwest Bancshares (NWBI) shares per PWOD share upon merger closing.

Did the insider sell shares on the open market?

No. The “D” code reflects a mandatory disposition via merger, not a voluntary market sale.

What is the cash value of the exchange ratio?

Using 07/25/2025 closes ($30.00 PWOD, $12.63 NWBI), the stock received equals about $30.10 per PWOD share.

Does the filing reveal Brewer’s current NWBI stake?

No. This Form 4 covers PWOD only; any NWBI holdings will appear in future NWBI Section 16 filings.

Is there any impact on PWOD shareholders after the merger?

PWOD no longer trades; shareholders now own NWBI shares under the fixed exchange ratio.