[S-8 POS] Penns Woods Bancorp Inc SEC Filing

Rhea-AI Filing Summary

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.

Insights

Securities Counsel

TL;DR: Routine deregistration of unsold S-8 shares; confirms completion of PWOD–NWBI merger.

The amendment merely satisfies Securities Act undertakings to remove any securities that remained unsold after Penns Woods Bancorp’s July 2025 merger into Northwest Bancshares. By withdrawing 2.55 million shares across five legacy equity plans, Northwest eliminates redundant filings and potential disclosure obligations. No new securities are being offered, and the action has no economic effect on shareholders beyond housekeeping compliance. Impact on valuation or governance is negligible.

Bank Equity Analyst

TL;DR: Neutral, administrative filing; affirms integration progress post-merger.

Investors should view the deregistration as a procedural clean-up that signals ongoing consolidation of Penns Woods into Northwest. All PWOD equity incentive vehicles are now defunct, which simplifies capital structure and removes potential share dilution from unsold awards. However, no incremental earnings, capital, or guidance data accompany this filing, so it carries no immediate valuation impact. Rated neutral.

As filed with the Securities and Exchange Commission on July 28, 2025

Registration No. 333-238749

Registration No. 333-238748

Registration No. 333-205722

Registration No. 333-134585

Registration No. 333-58682  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8 REGISTRATION STATEMENT NO. 333-238749
FORM S-8 REGISTRATION STATEMENT NO. 333-238748
FORM S-8 REGISTRATION STATEMENT NO. 333-205722
FORM S-8 REGISTRATION STATEMENT NO. 333-134585
FORM S-8 REGISTRATION STATEMENT NO. 333-58682

UNDER THE SECURITIES ACT OF 1933

PENNS WOODS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2226454
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

300 Market Street, P.O. Box 967
Williamsport, Pennsylvania 17703-0967

(Address, including zip code, of registrant’s principal executive offices)

Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation Plan
Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan
Penns Woods Bancorp, Inc. 2014 Equity Incentive Plan
Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan
Penns Woods Bancorp, Inc. 1998 Stock Option Plan
(Full titles of the plans)

Douglas M. Schosser 
Chief Financial Officer 
Northwest Bancshares, Inc.
as successor by merger to Penns Woods Bancorp, Inc. 
3 Easton Oval Street, Suite 500 
Columbus, Ohio 43219
(814) 726-2140

(Name, address, and telephone number, including area code, of agent for service)

Copies to:

Michael Dailey, Esq.
Dinsmore & Shohl LLP 
191 W. Nationwide Blvd., Suite 200
Columbus, Ohio 43215 
(614) 628-6921

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x		Smaller reporting company	x
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

Penns Woods Bancorp, Inc., a Pennsylvania corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission these post-effective amendments (the “Post-Effective Amendments”) to terminate all offerings under the following Registration Statements on Form S-8 (the “Registration Statements”) and to withdraw and deregister all shares of common stock, $5.55 par value per share, of the Registrant (the “Shares”) previously registered under the Registration Statements, together with any and all plan interests and other securities registered thereunder:

Registration Statement No. 333-238749, filed on May 28, 2020, relating to the registration of 100,000 Shares issuable under the Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation Plan;
Registration Statement No. 333-238748, filed on May 28, 2020, relating to the registration of 750,000 Shares issuable under the Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan;
Registration Statement No. 333-205722, filed on July 17, 2015, relating to the registration of 602,500 Shares issuable under the Penns Woods Bancorp, Inc. 2014 Equity Incentive Plan;
Registration Statement No. 333-134585, filed on May 31, 2006, relating to the registration of 1,000,000 Shares issuable under the Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan; and
Registration Statement No. 333-58682, filed on April 11, 2001, relating to the registration of 100,000 Shares issuable under the Penns Woods Bancorp, Inc. 1998 Stock Option Plan.

On July 25, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2024, by and between the Registrant and Northwest Bancshares, a Maryland corporation (“Northwest”), the Registrant merged with and into Northwest (the “Merger”), with Northwest being the surviving corporation of the Merger.

As a result of the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered under the Registration Statements which remain unsold at the termination of the offerings, the Registrant hereby removes from registration by means of these Post-Effective Amendments all such securities registered under the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on this 28th day of July, 2025.

	NORTHWEST BANCSHARES, INC. as successor by merger to PENNS WOODS BANCORP, INC.
	By:	/s/Douglas M. Schosser
	Name:	Douglas M. Schosser
	Title:	Chief Financial Officer

Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign the Post-Effective Amendment.

FAQ

Why did Penns Woods Bancorp (PWOD) file this post-effective amendment?

The filing withdraws unsold shares registered under five equity plans because PWOD merged into Northwest Bancshares on July 25 2025.

How many PWOD shares are being deregistered?

A total of 2,552,500 common shares across five legacy equity compensation plans are being removed from registration.

Which equity plans are affected by the deregistration?

Plans include the 2020 Director Compensation Plan, 2020 Equity Incentive Plan, 2014 Equity Incentive Plan, 2006 ESPP, and 1998 Stock Option Plan.

Does the deregistration affect existing PWOD or NWBI shareholders?

No. It is an administrative action that removes unsold shares; it does not alter outstanding shares or shareholder rights.

Who signed the amendment on behalf of the merged company?

Douglas M. Schosser, Chief Financial Officer of Northwest Bancshares, Inc., signed as the successor entity.