Grafmyre Richard A 4
4 · PENNS WOODS BANCORP INC · Filed Jul 28, 2025
Insider Transaction Report
Form 4
Grafmyre Richard A
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Employee Stock Options (Right to Buy)
2025-07-25−13,500→ 0 totalExercise: $24.23Exp: 2031-04-09→ Common Stock (13,500 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2025-07-25−6,300→ 0 totalExercise: $20.85Exp: 2034-01-17→ Common Stock (6,300 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2025-07-25−11,000→ 0 totalExercise: $24.10Exp: 2032-01-18→ Common Stock (11,000 underlying) - Disposition to Issuer
Common Stock
2025-07-25−44,267→ 0 total - Disposition to Issuer
Common Stock
2025-07-25−800→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2025-07-25−12,700→ 0 totalExercise: $20.85Exp: 2034-01-17→ Common Stock (12,700 underlying)
Footnotes (2)
- [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.