Form 4: Director's Penns Woods Bancorp Shares Converted in Northwest Bancshares Merger

A director of Penns Woods Bancorp, Inc. reported the disposition of shares following the company's merger with Northwest Bancshares, Inc. on July 25, 2025.

Summary

• R. Edward Nestlerode Jr., a director of Penns Woods Bancorp, Inc. (PWOD), reported the disposition of his beneficial ownership in the company's common stock.
• The 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 outstanding share of Penns Woods Bancorp common stock was converted into the right to receive 2.385 shares of Parent common stock, plus cash in lieu of fractional shares.
• The director disposed of a total of 51,476 shares of Penns Woods Bancorp common stock, including 44,834 directly owned, 3,665 indirectly owned, and 2,977 indirectly owned by his wife.
• The reported shares included 923 Dividend Reinvestment Shares.
• On the merger effective date, July 25, 2025, Penns Woods Bancorp's common stock closed at $30.00 per share, and Northwest Bancshares' common stock closed at $12.63 per share.

Sentiment

Score: 5

Explanation: Neutral. This Form 4 is a routine disclosure of a completed corporate action (merger-related share conversion) and does not indicate positive or negative performance or outlook for the reporting person or the merged entity.

Future Outlook

No forward-looking statements or guidance are provided in this filing, as it reports a completed historical transaction.

Industry Context

This filing reflects a completed merger in the banking sector, a common strategy for regional banks seeking scale, efficiency, or market expansion. Such consolidations often occur to enhance competitive positioning or respond to regulatory pressures and market dynamics.

Comparison to Industry Standards

• This is a standard Form 4 filing reporting a change in beneficial ownership due to a merger. The specific terms of the merger (e.g., exchange ratio, valuation) would typically be compared to other regional bank mergers, but this Form 4 itself does not provide sufficient detail for such a comprehensive comparison beyond the stated exchange ratio and closing prices. No specific comparable companies, projects, or results are mentioned within the filing.

Related Party Transactions

• The filing notes indirect beneficial ownership of 2,977 shares by the reporting person's wife, which were also disposed of as part of the merger.

Stakeholder Impact

• Shareholders: Penns Woods Bancorp shareholders had their shares converted into Northwest Bancshares shares, as per the merger agreement.
• Employees: Not directly addressed in this filing, but mergers often lead to organizational changes.
• Customers: Not directly addressed in this filing, but mergers can impact customer services and offerings.

Key Dates

Keywords

Penns Woods Bancorp, PWOD, Northwest Bancshares, Merger, Form 4, Beneficial Ownership, Director, Stock Conversion, Financial Services, Banking