Form 4: Director Disposes of Penns Woods Bancorp Shares Following Merger Completion

Penns Woods Bancorp Director D. Michael Hawbaker reported the disposition of all his common stock holdings in the company following its merger with Northwest Bancshares, Inc. on July 25, 2025.

Summary

• D. Michael Hawbaker, a Director of Penns Woods Bancorp, Inc. (PWOD), disposed of 12,615 shares of PWOD common stock.
• This disposition occurred on July 25, 2025, as a result of the merger between Penns Woods Bancorp, Inc. and Northwest Bancshares, Inc. (Parent).
• Under the merger agreement, each share of Penns Woods Bancorp common stock was converted into 2.385 shares of Northwest Bancshares common stock, plus cash for fractional shares.
• The closing price of Penns Woods Bancorp common stock on July 25, 2025, was $30.00 per share, and Northwest Bancshares common stock was $12.63 per share.
• The reported shares included 137 Dividend Reinvestment Shares.
• Following this transaction, D. Michael Hawbaker's direct beneficial ownership in Penns Woods Bancorp, Inc. is 0 shares.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a merger, which is a neutral event in terms of sentiment for the reporting person, as it's a mandatory transaction with previously disclosed terms.

Positives

• The merger successfully completed, indicating a strategic transaction has finalized.
• Shareholders of Penns Woods Bancorp received shares in Northwest Bancshares, Inc., providing continued equity exposure in the combined entity.

Negatives

• The reporting person no longer holds direct beneficial ownership in Penns Woods Bancorp, Inc. as it has merged out of existence.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4, as it reports a past transaction.

Industry Context

This filing reflects the completion of a bank merger, a common strategic move in the financial services industry aimed at achieving economies of scale, expanding market reach, or consolidating operations. Such mergers often occur in response to competitive pressures, regulatory changes, or a desire for increased operational efficiency.

Comparison to Industry Standards

• This Form 4 reports a specific transaction related to a merger, not a financial performance report that would typically be compared to industry standards. The exchange ratio and stock prices are specific to this deal and not directly comparable to general industry benchmarks without further context on the companies' financial health and market positions prior to the merger.

Stakeholder Impact

• Shareholders: Penns Woods Bancorp shareholders received shares in Northwest Bancshares, Inc., converting their investment into the acquiring entity.
• Employees: The merger likely has implications for employees of Penns Woods Bancorp, though not detailed in this filing.
• Customers: Customers of Penns Woods Bancorp will become customers of Northwest Bancshares, Inc., potentially experiencing changes in services or branding.

Next Steps

• The reporting person now holds shares in Northwest Bancshares, Inc., and any future transactions related to those shares would be reported in subsequent Form 4 filings for Northwest Bancshares, Inc.

Key Dates

Keywords

Penns Woods Bancorp Inc., PWOD, Northwest Bancshares Inc., NWBI, Merger, Acquisition, Form 4, Beneficial Ownership, Director, Stock Transaction, Corporate Action