Form 4: Penns Woods Bancorp Director Disposes of Shares Following Merger with Northwest Bancshares

A director of Penns Woods Bancorp, Inc. reported the disposal of 24,000 common shares as a result of the company's merger with Northwest Bancshares, Inc. on July 25, 2025.

Summary

• Jill Fortinsky Schwartz, a Director of Penns Woods Bancorp, Inc. (PWOD), reported the disposal of 24,000 shares of common stock.
• The disposal occurred on July 25, 2025, as a direct result of the merger between Penns Woods Bancorp, Inc. and Northwest Bancshares, Inc.
• Under the merger agreement, each outstanding share of Penns Woods Bancorp common stock was converted into 2.385 shares of Northwest Bancshares common stock, plus cash for fractional shares.
• Following the transaction, Jill Fortinsky Schwartz beneficially owns 0 shares of Penns Woods Bancorp common stock.
• 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: 7

Explanation: The filing reports the expected completion of a merger, which is a neutral to positive event as it signifies the successful execution of a strategic plan. There are no negative surprises or adverse financial disclosures within this specific Form 4.

Positives

• The completion of the merger signifies the successful execution of a previously announced strategic transaction.
• The reporting person received shares of the acquiring entity, Northwest Bancshares, Inc., in exchange for their Penns Woods Bancorp shares.

Negatives

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

Future Outlook

NA

Industry Context

This filing reflects the ongoing consolidation trend within the banking and financial services sector, where smaller regional banks are often acquired by larger institutions to achieve economies of scale, expand market reach, or enhance competitive positioning. The merger of Penns Woods Bancorp into Northwest Bancshares is consistent with this broader industry dynamic.

Comparison to Industry Standards

• The merger conversion ratio of 2.385 shares of Northwest Bancshares for each Penns Woods Bancorp share can be compared to other recent bank mergers in terms of valuation multiples (e.g., price-to-book, price-to-earnings) and premium paid, though specific financial terms beyond the share exchange are not detailed in this Form 4.
• Similar regional bank mergers include the acquisition of Sterling Bancorp by Webster Financial Corporation (completed 2022) or the acquisition of People's United Financial by M&T Bank Corporation (completed 2022), which also involved stock-for-stock exchanges.
• The reported closing prices of $30.00 for PWOD and $12.63 for Parent on the effective date imply an exchange value of $30.09 ($12.63 * 2.385) for each PWOD share, which is very close to PWOD's closing price, indicating the market had priced in the merger terms effectively.

Stakeholder Impact

• Shareholders of Penns Woods Bancorp: Their shares were converted into shares of Northwest Bancshares, Inc., completing the merger process.
• Shareholders of Northwest Bancshares: Their ownership was diluted by the issuance of new shares for the merger, but the company gained Penns Woods Bancorp's assets and operations.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction resulting from a completed merger. It does not provide new information that would warrant a change in investment recommendation for the acquiring company (Northwest Bancshares, Inc.) or the now-merged entity (Penns Woods Bancorp, Inc.). Investors would have already factored in the merger's implications based on prior announcements. For the acquiring company, a "hold" recommendation is appropriate as this filing doesn't present new fundamental data to change a prior assessment.

Keywords

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