Robert Neher - 25 Jul 2025 Form 4 Insider Report for PENNS WOODS BANCORP INC (PWOD)

Role
President & CEO Luzerne Bank
Signature
/s/ Michelle M. Karas, Attorney in Fact
Issuer symbol
PWOD
Transactions as of
25 Jul 2025
Net transactions value
+$168,600
Form type
4
Filing time
28 Jul 2025, 12:11:17 UTC
Previous filing
01 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Neher Robert President & CEO Luzerne Bank 315 CANTER DRIVE, DALLAS /s/ Michelle M. Karas, Attorney in Fact 28 Jul 2025 0001848893

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PWOD Common Stock Options Exercise $168,600 +6,000 +434% $28.10 7,383 25 Jul 2025 Direct
transaction PWOD Common Stock Disposed to Issuer -7,641 -100% 0 25 Jul 2025 Direct F1, F2
transaction PWOD Common Stock Disposed to Issuer -152 -100% 0 25 Jul 2025 Wife, Daughter, Son F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PWOD Employee Stock Options (Right to Buy) Disposed to Issuer -2,300 -100% 0 25 Jul 2025 Common Stock 2,300 $20.85 Direct F3
transaction PWOD Employee Stock Options (Right to Buy) Disposed to Issuer -4,700 -100% 0 25 Jul 2025 Common Stock 4,700 $20.85 Direct F3
transaction PWOD Employee Stock Options (Right to Buy) Disposed to Issuer -3,300 -100% 0 25 Jul 2025 Common Stock 3,300 $27.77 Direct F3
transaction PWOD Employee Stock Options (Right to Buy) Disposed to Issuer -6,700 -100% 0 25 Jul 2025 Common Stock 6,700 $27.77 Direct F3
transaction PWOD Employee Stock Options (Right to Buy) Disposed to Issuer -8,300 -100% 0 25 Jul 2025 Common Stock 8,300 $24.10 Direct F3
transaction PWOD Employee Stock Options (Right to Buy) Disposed to Issuer -5,000 -100% 0 25 Jul 2025 Common Stock 5,000 $24.23 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Robert Neher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 16, 2024 (the "Merger Agreement"), by and between Penns Woods Bancorp, Inc. (the "Company") Northwest Bancshares, Inc. ("Parent"), a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2024, pursuant to which the Company merged with, and into, Parent (the "Merger") on July 25, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company 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 the Company's common stock was $30.00 per share, and the closing price of Parent's common stock was $12.63 per share.
F2 Includes 66 Dividend Reinvestment Shares.
F3 Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock, whether vested or unvested (each, an "Option") that is outstanding and unexercised immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to, for each Option, the product of (i)(A) the average of the closing sales price of Parent common stock on the Nasdaq Global Select Market as published in The Wall Street Journal for the 5 consecutive full trading days ending on the trading day immediately preceding the Effective Date multiplied by the Exchange Ratio less (B) the current exercise price per share of such Option, as may have been adjusted pursuant to the Merger Agreement, and (ii) the number of shares of the Company common stock underlying such Option.