Welcome to our dedicated page for Penns Woods Bancorp SEC filings (Ticker: PWOD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Penns Woods Bancorp, Inc. (PWOD) SEC filings page on Stock Titan provides access to historical regulatory documents for a former NASDAQ-listed bank holding company. These filings trace the company’s life cycle as the parent of Jersey Shore State Bank and Luzerne Bank in Pennsylvania and document its eventual merger into Northwest Bancshares, Inc.
Among the most significant documents is the Form 8-K filed on July 28, 2025, which reports completion of the merger between Penns Woods and Northwest Bancshares, Inc. The filing explains that on July 25, 2025, Penns Woods merged with and into Northwest, with Northwest as the surviving corporation, and that Jersey Shore State Bank and Luzerne Bank were merged into Northwest Bank. It also describes how each share of Penns Woods common stock was converted into the right to receive 2.385 shares of Northwest common stock, with cash paid in lieu of fractional shares, and notes that Penns Woods no longer exists as a separate legal entity.
Trading and registration changes are captured in a Form 25 (25-NSE) dated July 28, 2025, filed by Nasdaq Stock Market LLC, which notifies the removal of Penns Woods Bancorp Inc common stock from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. A subsequent Form 15 (15-12G) dated August 8, 2025 serves as a certification and notice of termination of registration under Section 12(g) and suspension of reporting obligations under Sections 13 and 15(d), indicating that the approximate number of holders of record was one.
In addition to these transaction-related filings, the historical record includes periodic reports such as Forms 10-K and 10-Q, as referenced in the company’s earnings releases and risk factor discussions. On Stock Titan, AI-powered tools can help interpret key elements of these filings, such as the impact of provisions for credit losses, changes in net interest margin, loan and deposit trends, and disclosures about the merger agreement with Northwest Bancshares, Inc. Users can also review how Penns Woods’ reporting obligations were concluded through the combination of Form 25 and Form 15 following the completion of the merger.
Penns Woods Bancorp, Inc. ("PWOD") filed Post-Effective Amendment No. 1 to five prior Form S-8 registration statements to terminate all offerings and deregister any unsold shares that had been reserved for various equity and employee stock-based plans. The amendments cover an aggregate 2,552,500 common shares previously registered across the 2020 Non-Employee Director Compensation Plan (100,000 shares), 2020 Equity Incentive Plan (750,000), 2014 Equity Incentive Plan (602,500), 2006 Employee Stock Purchase Plan (1,000,000) and 1998 Stock Option Plan (100,000).
The housekeeping action follows the July 25 2025 merger of PWOD into Northwest Bancshares, Inc. ("Northwest") under the December 16 2024 merger agreement, with Northwest surviving. Because the PWOD entity no longer exists, its plan-related securities can no longer be issued. Consistent with undertakings in the original S-8 filings, the amendment removes the remaining unissued shares from SEC registration and ends the effectiveness of the five registration statements. No financial results, new share issuance, or additional merger consideration are disclosed in this filing.
Penns Woods Bancorp, Inc. (PWOD) has filed Post-Effective Amendment No. 1 to five Form S-8 registration statements to deregister a total of 2,552,500 shares of common stock previously reserved for various equity and director compensation plans. The action follows the July 25 2025 merger in which PWOD was absorbed into Northwest Bancshares, Inc. (NWBI), making NWBI the surviving entity. Because PWOD no longer exists as a separate issuer, all ongoing offers under the affected plans have been terminated, and any unsold shares and related plan interests are being formally removed from SEC registration. The filing, signed by NWBI CFO Douglas M. Schosser on July 28 2025, satisfies PWOD’s undertaking to withdraw unsold securities once plan offerings cease.
- Affected plans: 2020 Non-Employee Director Compensation (100k shares), 2020 Equity Incentive (750k), 2014 Equity Incentive (602.5k), 2006 ESPP (1,000k), 1998 Stock Option (100k).
- No financial results or guidance are provided; the amendment is strictly administrative to close out registration statements post-merger.
Northwest Bancshares, Inc. (successor to Penns Woods Bancorp, Inc.) filed an 8-K announcing the closing of their merger, effective 25 Jul 2025. Penns Woods has been merged into Northwest; its banking subsidiaries simultaneously combined into Northwest Bank.
- Exchange ratio: each Penns Woods share was converted into 2.385 shares of Northwest common stock; cash will be paid for fractional shares.
- Aggregate consideration: roughly 20.6 million Northwest shares issued.
- Options: all Penns Woods stock options vested immediately and will be cashed out using the 5-day average Northwest share price multiplied by the 2.385 ratio, less exercise price.
- Listing status: trading in Penns Woods stock will be suspended and the shares delisted from NASDAQ at the close of 25 Jul 2025; a Form 15 will end the company’s SEC reporting obligations.
- Governance changes: all Penns Woods directors and officers resigned; former CEO Richard A. Grafmyre joins Northwest’s board. Penns Woods’ charter and bylaws were terminated, leaving Northwest’s documents in force.