Form 4: Penns Woods Bancorp President Disposes Shares and Options Following Merger Completion
Insider Transaction Report
Penns Woods Bancorp President Brian L. Knepp disposed of all his common stock and employee stock options as the company completed its merger with Northwest Bancshares, Inc. on July 25, 2025.
Summary
- Brian L. Knepp, President and Director of Penns Woods Bancorp, Inc. (PWOD), disposed of 46,272 shares of common stock.
- This disposition occurred on July 25, 2025, as a result of the merger of Penns Woods Bancorp, Inc. into Northwest Bancshares, Inc.
- Each share of Penns Woods Bancorp common stock was converted into the right to receive 2.385 shares of Northwest Bancshares, Inc. common stock and, if applicable, cash in lieu of fractional shares.
- On the merger date, Penns Woods Bancorp's common stock closed at $30.00 per share, and Northwest Bancshares, Inc.'s common stock closed at $12.63 per share.
- All 97,400 outstanding and unexercised employee stock options held by Mr. Knepp were canceled and converted into a cash payment.
- The cash payment for options was calculated based on the difference between the implied merger value per share (average 5-day closing price of Parent common stock multiplied by the Exchange Ratio) and the option's exercise price, multiplied by the number of underlying shares.
- Following these transactions, Mr. Knepp holds 0 shares of common stock and 0 derivative securities in Penns Woods Bancorp, Inc.
Sentiment
Score: 7
Explanation: The filing reports the successful completion of a merger, which is a positive event for the acquiring company and provides a clear exit for the acquired company's shareholders and option holders. The disposition of securities is a procedural outcome of this event, not indicative of negative sentiment.
Positives
- The successful completion of the merger provides liquidity and a defined exit for Penns Woods Bancorp shareholders and option holders.
- Option holders received a cash payment for their options, indicating a realization of value for in-the-money options.
Negatives
- The disposition of all shares and options signifies the end of Penns Woods Bancorp as an independent entity, potentially reducing local market presence or brand identity.
Future Outlook
NA
Industry Context
This transaction reflects the ongoing consolidation trend within the regional banking sector, where smaller institutions are often acquired by larger ones to achieve economies of scale, expand market reach, and navigate increasing regulatory and technological costs.
Stakeholder Impact
- Shareholders of Penns Woods Bancorp, Inc. have had their shares converted into Northwest Bancshares, Inc. common stock, effectively becoming shareholders of the acquiring entity.
- Employees holding stock options in Penns Woods Bancorp, Inc. received cash payments for their options, realizing value from their equity incentives.
Next Steps
- Shareholders of Penns Woods Bancorp, Inc. will receive shares of Northwest Bancshares, Inc. common stock based on the 2.385 exchange ratio, and cash in lieu of fractional shares.
- Former option holders of Penns Woods Bancorp, Inc. will receive cash payments for their canceled options.
Key Dates
| Date | Description |
|---|---|
| 2024-12-16 | Date of the Agreement and Plan of Merger between Penns Woods Bancorp, Inc. and Northwest Bancshares, Inc. |
| 2024-12-20 | Date Penns Woods Bancorp's Current Report on Form 8-K, including the Merger Agreement as Exhibit 2.1, was filed with the SEC. |
| 2025-07-25 | Effective Time of the Merger, when Penns Woods Bancorp, Inc. merged into Northwest Bancshares, Inc. and the reported transactions occurred. |
| 2025-07-28 | Date the Form 4 was signed by Michelle M. Karas, Attorney in Fact for Brian L. Knepp. |
| 2030-03-11 | Expiration date of 25,000 employee stock options with a strike price of $25.34, which were disposed of. |
| 2031-04-09 | Expiration date of 16,700 employee stock options with a strike price of $24.23, which were disposed of. |
| 2032-01-18 | Expiration date of 16,700 employee stock options with a strike price of $24.10, which were disposed of. |
| 2033-01-20 | Expiration date of 20,000 employee stock options with a strike price of $27.77, which were disposed of. |
| 2034-01-17 | Expiration date of 19,000 employee stock options with a strike price of $20.85, which were disposed of. |
Keywords
Penns Woods Bancorp, PWOD, Northwest Bancshares, Merger, Acquisition, SEC Form 4, Insider Trading, Stock Options, Common Stock, Beneficial Ownership, Financial Services, Banking
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