Form 4: Penns Woods Bancorp CEO Disposes of Shares and Options Following Merger with Northwest Bancshares

Robert Neher, President & CEO of Luzerne Bank, reported the disposition of all his Penns Woods Bancorp common stock and employee stock options due to the company's merger with Northwest Bancshares, Inc.

Summary

• Robert Neher, President & CEO of Luzerne Bank and an officer of Penns Woods Bancorp Inc. (PWOD), reported transactions related to the merger of Penns Woods Bancorp into Northwest Bancshares, Inc. (Parent) on July 25, 2025.
• Neher acquired 6,000 shares of common stock through the exercise of options at a price of $28.1 per share on July 25, 2025.
• He disposed of 7,641 shares of common stock held directly and 152 shares held indirectly (through wife, daughter, son) on July 25, 2025, as a result of the merger.
• Following these transactions, Neher beneficially owns 0 shares of Penns Woods Bancorp common stock.
• Each outstanding share of Penns Woods Bancorp common stock was converted into the right to receive 2.385 shares of Parent common stock (Northwest Bancshares, Inc.) at the Effective Time of the merger.
• On July 25, 2025, the closing price of Penns Woods Bancorp's common stock was $30.00 per share, and Northwest Bancshares, Inc.'s common stock was $12.63 per share.
• All outstanding and unexercised employee stock options (totaling 30,300 options with exercise prices ranging from $20.85 to $27.77) were canceled and converted into a cash payment.
• The cash payment for options was calculated as the product of (i) (the average closing sales price of Parent common stock for 5 days preceding the Effective Date multiplied by the Exchange Ratio less the option exercise price) and (ii) the number of shares underlying the option.

Sentiment

Score: 5

Explanation: The filing is a factual report of a pre-determined transaction resulting from a merger. It does not convey positive or negative sentiment about the company's ongoing operations, but rather the finalization of a corporate action.

Positives

• The reporting person received cash payments for all outstanding employee stock options, which were in-the-money based on the implied merger value of Penns Woods Bancorp shares.
• The conversion of Penns Woods Bancorp shares into Northwest Bancshares, Inc. shares (or cash in lieu of fractional shares) provides liquidity and continued equity exposure in the acquiring entity.

Negatives

• The reporting person no longer holds direct or indirect beneficial ownership in Penns Woods Bancorp, Inc. common stock or options, as the company ceased to exist as an independent entity post-merger.

Future Outlook

NA

Industry Context

This filing reflects the completion of a merger within the banking sector, where Penns Woods Bancorp, Inc. was acquired by Northwest Bancshares, Inc. Such consolidation is a common trend in the financial industry, driven by factors like economies of scale, market expansion, and competitive pressures.

Stakeholder Impact

• Shareholders of Penns Woods Bancorp, Inc. had their shares converted into shares of Northwest Bancshares, Inc. (or cash in lieu of fractional shares) as per the merger agreement.
• Employees holding Penns Woods Bancorp stock options, such as the reporting person, received cash payments for their options, providing a liquidity event for their equity compensation.

Key Dates

Keywords

Penns Woods Bancorp, PWOD, Northwest Bancshares, Merger, Form 4, Insider Trading, Stock Options, Robert Neher, Luzerne Bank, Beneficial Ownership