Michelle M. Karas - 25 Jul 2025 Form 4 Insider Report for PENNS WOODS BANCORP INC (PWOD)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
28 Jul 2025, 12:05:26 UTC
Prior SEC filing
13 May 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michelle M. Karas, Attorney in Fact

Key filing fact

Michelle M. Karas filed Form 4 for PENNS WOODS BANCORP INC (PWOD) on 28 Jul 2025.

Key facts

  • This page summarizes Michelle M. Karas's Form 4 filing for PENNS WOODS BANCORP INC (PWOD).
  • 7 reported transactions and 6 derivative rows are listed below.
  • Accepted by SEC: 28 Jul 2025, 12:05.

Change

  • Previous filing in this sequence was filed on 13 May 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001669144 Primary reporting owner

Karas Michelle M

Relationship
Chief Data Officer
Address
6920 SCENIC DRIVE, BLOOMSBURG
Signature
/s/ Michelle M. Karas, Attorney in Fact
Signature date
28 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PWOD transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-6,715
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PWOD transaction Derivative

Employee Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-1,700
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,700
Exercise price
$20.85
Footnotes
F3
PWOD transaction Derivative

Employee Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-3,300
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,300
Exercise price
$20.85
Footnotes
F3
PWOD transaction Derivative

Employee Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-1,700
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,700
Exercise price
$27.77
Footnotes
F3
PWOD transaction Derivative

Employee Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-3,300
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,300
Exercise price
$27.77
Footnotes
F3
PWOD transaction Derivative

Employee Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-2,500
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
2,500
Exercise price
$24.10
Footnotes
F3
PWOD transaction Derivative

Employee Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-2,500
Change %
-100%
Price
Shares after
0
Date
25 Jul 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
2,500
Exercise price
$24.23
Footnotes
F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Michelle M. Karas is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote F2

Includes 66 Dividend Reinvestment Shares.

Footnote 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.

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