[Form 4] Penns Woods Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 snapshot – Penns Woods Bancorp (PWOD)

• Reporting person: Director Robert Q. Miller.
• Effective date: 25 Jul 2025, coinciding with the closing of the merger between PWOD and Northwest Bancshares ("Parent").
• Transaction: Disposition of 8,623 PWOD common shares (includes 136 dividend-reinvestment shares) flagged with code “D”.
• Mechanism: Shares were automatically converted under the 16 Dec 2024 Merger Agreement; each PWOD share exchanged for 2.385 Parent (NWBI) shares and cash for fractional shares.
• Implied value check: PWOD closing price $30.00 vs. 2.385 × $12.63 = $30.09, indicating value-neutral consideration at closing.
• Post-transaction PWOD balance: 0; future ownership shifts to NWBI shares (not shown on this form).

The filing records compulsory conversion rather than discretionary insider trading, confirming the merger’s completion and share-exchange terms previously disclosed.

Positive

• Merger consummation confirmed; each PWOD share converted to 2.385 NWBI shares as agreed.
• No open-market sale; disposal driven solely by merger terms, avoiding selling pressure.

Negative

• None.

Insights

Senior Financial Analyst

TL;DR: Routine Form 4 confirms PWOD–NWBI merger closing; no incremental price signal.

This Form 4 merely documents the mechanical conversion of Robert Q. Miller’s 8,623 PWOD shares into Northwest Bancshares equity at the agreed 2.385:1 ratio. The consideration matches prevailing market values, implying no arbitrage gain or loss. Because the transaction was mandatory and announced months earlier, it carries minimal informational value for current investors. The filing does, however, definitively timestamp the merger’s effectiveness on 25 Jul 2025 and eliminates PWOD insider holdings going forward. Overall impact: neutral.

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^*

Young Karen S

(Last) (First) (Middle)

81 SYDNEY STREET

(Street)

MONTOURSVILLE PA 17754

(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)
	President & CEO JSSB

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		17,733(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
Employee Stock Options (Right to Buy)	$20.85	07/25/2025		D			2,300	(2)	01/17/2034	Common Stock	2,300	(2)	0	D
Employee Stock Options (Right to Buy)	$20.85	07/25/2025		D			4,700	(2)	01/17/2034	Common Stock	4,700	(2)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			3,300	(2)	01/20/2033	Common Stock	3,300	(2)	0	D
Employee Stock Options (Right to Buy)	$27.77	07/25/2025		D			6,700	(2)	01/20/2033	Common Stock	6,700	(2)	0	D
Employee Stock Options (Right to Buy)	$24.1	07/25/2025		D			8,300	(2)	01/18/2032	Common Stock	8,300	(2)	0	D
Employee Stock Options (Right to Buy)	$24.23	07/25/2025		D			8,300	(2)	04/09/2031	Common Stock	8,300	(2)	0	D
Employee Stock Options (Right to Buy)	$25.34	07/25/2025		D			8,000	(2)	03/11/2030	Common Stock	8,000	(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 Director Robert Q. Miller report in the Form 4?

He recorded the disposal of 8,623 PWOD shares via mandatory conversion in the merger with Northwest Bancshares.

What was the share-exchange ratio for PWOD shareholders?

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

When did the PWOD–NWBI merger take effect?

The effective time was 25 July 2025, as noted in the filing.

What were the closing prices on the merger date?

PWOD closed at $30.00 and NWBI at $12.63 on 25 Jul 2025.

Does the filing indicate open-market selling by the insider?

No. The shares were disposed of through automatic conversion, not an open-market sale.