R. EDWARD NESTLERODE JR - 25 Jul 2025 Form 4 Insider Report for PENNS WOODS BANCORP INC (PWOD)

Role: Director
Signature: /s/ Michelle M. Karas, Attorney in Fact
Issuer symbol: PWOD
Transactions as of: 25 Jul 2025
Net transactions value: $0
Form type: 4
Filing time: 28 Jul 2025, 12:14:14 UTC
Previous filing: 31 Jan 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
NESTLERODE R EDWARD JR	Director	50 WEST GREENRIDGE DRIVE, LOCK HAVEN	/s/ Michelle M. Karas, Attorney in Fact	28 Jul 2025	0001195369

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Date	Ownership	Footnotes
transaction	PWOD	Common Stock	Disposed to Issuer	-44,834	-100%	25 Jul 2025	Direct	F1, F2
transaction	PWOD	Common Stock	Disposed to Issuer	-3,665	-100%	25 Jul 2025	Company	F1
transaction	PWOD	Common Stock	Disposed to Issuer	-2,977	-100%	25 Jul 2025	Wife	F1

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

R. EDWARD NESTLERODE JR 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 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 923 Dividend Reinvestment Shares.

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 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.

Includes 923 Dividend Reinvestment Shares.