Northwest Bancshares to acquire Penns Woods Bancorp in all-stock deal at 2.385x exchange ratio

Northwest Bancshares, Inc.

Exchange ratio: 2.385 shares of NWBI common stock for each PWOD share.
Merger expected to close in Q3 2025, subject to shareholder and regulatory approvals.
PWOD director Richard A. Grafmyre to join NWBI board at closing.
Termination fee of $10 million payable by PWOD under specified conditions.
Support agreements signed with all PWOD directors to vote in favor.

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