Form 4: Penns Woods Bancorp Chief Data Officer Reports Share and Option Disposal Post-Merger with Northwest Bancshares

Penns Woods Bancorp's Chief Data Officer, Michelle M. Karas, reported the disposal of common stock and employee stock options following the company's merger with Northwest Bancshares, Inc. on July 25, 2025.

Summary

• Michelle M. Karas, Chief Data Officer of Penns Woods Bancorp Inc. (PWOD), disposed of 6,715 shares of common stock, including 66 Dividend Reinvestment Shares, as a result of the merger.
• All outstanding and unexercised employee stock options were canceled and converted into cash payments at the merger's effective time.
• The disposed options included 1,700 shares at an exercise price of $20.85, 3,300 shares at $20.85, 1,700 shares at $27.77, 3,300 shares at $27.77, 2,500 shares at $24.1, and 2,500 shares at $24.23.
• The merger, effective July 25, 2025, involved Penns Woods Bancorp, Inc. merging into Northwest Bancshares, Inc. ('Parent').
• Each outstanding share of Penns Woods Bancorp common stock was converted into the right to receive 2.385 shares of Parent common stock (the 'Exchange Ratio') and, if applicable, cash in lieu of fractional shares.
• On July 25, 2025, the closing price of Penns Woods Bancorp's common stock was $30.00 per share, and Northwest Bancshares' common stock was $12.63 per share.
• Cash payments for options were calculated based on the product of (i) the average closing sales price of Parent common stock for the 5 consecutive trading days preceding the Effective Date multiplied by the Exchange Ratio, less the option's exercise price, and (ii) the number of shares underlying the option.

Sentiment

Score: 7

Explanation: The filing reports the expected disposition of securities by an insider due to a completed merger, which is a neutral to positive event for shareholders of the acquired company as it signifies the completion of the transaction.

Positives

• The completion of the merger provides liquidity or shares in the acquiring entity to former Penns Woods Bancorp shareholders and option holders.
• Employee stock options were converted into cash payments, providing a clear financial outcome for option holders.

Future Outlook

This Form 4 reports a completed transaction resulting from a merger and does not contain forward-looking statements or guidance.

Industry Context

This filing reflects a completed merger within the banking sector, a common trend of consolidation aimed at achieving economies of scale, expanding market reach, and enhancing competitive positioning.

Stakeholder Impact

• Shareholders of Penns Woods Bancorp, Inc. received shares of Northwest Bancshares, Inc. common stock and/or cash in exchange for their Penns Woods Bancorp shares.
• Employees holding Penns Woods Bancorp stock options, such as the Chief Data Officer, had their options converted into cash payments as per the merger agreement.

Key Dates

Keywords

Penns Woods Bancorp, PWOD, Northwest Bancshares, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, Beneficial Ownership, Banking, Financial Services