PENNS WOODS BANCORP INC: M&A transaction — Penns Woods completes merger with Northwest Bancshares; stock to be delisted

PENNS WOODS BANCORP INC

Each PWOD share converted into 2.385 shares of NWBI common stock; total consideration ~20.6M shares.
Penns Woods merged with and into Northwest; bank subsidiaries merged into Northwest Bank.
CEO Richard A. Grafmyre appointed to Northwest board effective July 25, 2025.
PWOD common stock delisted from Nasdaq; SEC reporting obligations to be suspended.
Penns Woods directors and officers ceased as of effective time of merger.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PENNS WOODS BANCORP INC: Bylaws of Penns Woods ceased to be in effect; Northwest's amended and restated bylaws became operative by operation of law upon merger.

Change: bylaw amendment

Exact text from the filing

At the Effective Time, the Articles of Incorporation, as amended, of Penns Woods and the Bylaws of Penns Woods ceased to be in effect by operation of law and the organizational documents of Northwest (as successor to Penns Woods by operation of law) remained the Articles of Incorporation of and the Amended and Restated Bylaws of Northwest

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PENNS WOODS BANCORP INC: Articles of Incorporation of Penns Woods ceased to be in effect; Northwest's articles became operative by operation of law upon merger.

Change: charter amendment

Exact text from the filing

At the Effective Time, the Articles of Incorporation, as amended, of Penns Woods and the Bylaws of Penns Woods ceased to be in effect by operation of law and the organizational documents of Northwest (as successor to Penns Woods by operation of law) remained the Articles of Incorporation of and the Amended and Restated Bylaws of Northwest

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PENNS WOODS BANCORP INC underwent a change of control involving Northwest Bancshares, Inc. for 20.6 million shares of Northwest Common Stock (closed 2025-07-25).

Action: change of control
Counterparty: Northwest Bancshares, Inc.
Consideration: 20.6 million shares of Northwest Common Stock
Closing: 2025-07-25

Exact text from the filing

Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Merger was approximately 20.6 million shares of Northwest Common Stock. The information set forth in the Introduction is incorporated herein by reference into this Item 2.01.

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Source: SEC EDGAR

accession 0001104659-25-071025

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