BRIAN L. KNEPP - 25 Jul 2025 Form 4 Insider Report for PENNS WOODS BANCORP INC (PWOD)

Role: President, Director
Signature: /s/ Michelle M. Karas, Attorney in Fact
Issuer symbol: PWOD
Transactions as of: 25 Jul 2025
Transactions value $: $0
Form type: 4
Filing time: 28 Jul 2025, 12:15:29 UTC
Previous filing: 15 May 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
KNEPP BRIAN L	President, Director	ONE STRAWBERRY LANE, MIDDLEBURG	/s/ Michelle M. Karas, Attorney in Fact	28 Jul 2025	0001225807

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PWOD	Common Stock	Disposed to Issuer		-46.3K	-100%		0	25 Jul 2025	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PWOD	Employee Stock Options (Right to Buy)	Disposed to Issuer	-19K	-100%	25 Jul 2025	Common Stock	19K	$20.85	Direct	F2
transaction	PWOD	Employee Stock Options (Right to Buy)	Disposed to Issuer	-20K	-100%	25 Jul 2025	Common Stock	20K	$27.77	Direct	F2
transaction	PWOD	Employee Stock Options (Right to Buy)	Disposed to Issuer	-16.7K	-100%	25 Jul 2025	Common Stock	16.7K	$24.10	Direct	F2
transaction	PWOD	Employee Stock Options (Right to Buy)	Disposed to Issuer	-16.7K	-100%	25 Jul 2025	Common Stock	16.7K	$24.23	Direct	F2
transaction	PWOD	Employee Stock Options (Right to Buy)	Disposed to Issuer	-25K	-100%	25 Jul 2025	Common Stock	25K	$25.34	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

BRIAN L. KNEPP 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	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.

Content

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.

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.