Penns Woods Bancorp Inc SEC Filings

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.

PWOD Form 4 recap: On 25-Jul-2025, CEO & Director Richard A. Grafmyre reported the disposition of his entire Penns Woods Bancorp stake in connection with the company’s merger into Northwest Bancshares.

• Common shares disposed: 44,267 directly, 800 indirectly (wife).
• Employee stock options cancelled for cash: 43,500 options over four grants, strike prices $20.85-$24.23, original expiries 2031-2034.
• Merger consideration: each PWOD share converted into 2.385 NWBI shares; closing prices on 25-Jul-2025 were $30.00 (PWOD) and $12.63 (NWBI).

Grafmyre now holds zero PWOD securities; the filing is administrative proof that the December 2024 merger agreement has been executed.

Senior VP Aron M. Carter filed Form 4 after Penns Woods Bancorp (PWOD) closed its merger with Northwest Bancshares on 07/25/2025. Under the agreement, each PWOD share converted into 2.385 shares of the parent. Carter therefore disposed of 1,863 PWOD common shares (including 14 dividend-reinvestment shares), leaving him with zero direct PWOD share ownership.

Simultaneously, all outstanding employee stock options—25,500 options across 11 grants with strike prices between $20.85 and $28.01—were cancelled and converted into a cash payment formula defined by the merger terms. No derivative securities remain in Carter’s account.

The filing is administrative; the transactions were mandatory at closing and do not reflect discretionary insider selling. It confirms completion of equity conversion and that Carter is no longer a Section 16 insider of the combined company.

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.

Penns Woods Bancorp, Inc. (PWOD) filed Post-Effective Amendment No. 1 to five previously effective Form S-8 registration statements following its July 25 2025 merger with Northwest Bancshares, Inc. (NWBI). The amendment terminates all offerings under the equity compensation plans listed below and withdraws the remaining unsold 2,552,500 common shares ($5.55 par value) that had been registered:

• 2020 Non-Employee Director Compensation Plan – 100,000 shares (Reg. No. 333-238749)
• 2020 Equity Incentive Plan – 750,000 shares (Reg. No. 333-238748)
• 2014 Equity Incentive Plan – 602,500 shares (Reg. No. 333-205722)
• 2006 Employee Stock Purchase Plan – 1,000,000 shares (Reg. No. 333-134585)
• 1998 Stock Option Plan – 100,000 shares (Reg. No. 333-58682)

Because PWOD has ceased to exist as a separate legal entity, Northwest Bancshares, as the surviving corporation, signs the amendment and certifies that no further shares will be issued under these plans. The filing is an administrative step required under Rule 478 of the Securities Act and has no direct impact on current financial results.