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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  July 28, 2025 (July 25, 2025)
 
Northwest Bancshares, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland   001-34582   27-0950358
(State or other jurisdiction of incorporation)   (Commission File No.)   (I.R.S. Employer Identification No.)
 
3 Easton Oval Suite 500 Columbus Ohio   43219
(Address of principal executive office)   (Zip code)
 
(814) 726-2140
(Registrant’s telephone number, including area code)  

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

    Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, 0.01 Par Value NWBI NASDAQ Stock Market, LLC

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐


Item 2.01 Completion of Acquisition or Disposition of Assets

On July 25, 2025, Northwest Bancshares, Inc. a Maryland corporation (“Northwest”), completed its previously announced merger with Penns Woods Bancorp, Inc., a Pennsylvania corporation (“Penns Woods”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated December 16, 2024. At the effective time of the merger (the “Effective Time”), Penns Woods merged with and into Northwest (the “Holding Company Merger”), with Northwest as the surviving corporation in the Holding Company Merger. Immediately following the Holding Company Merger, Penns Woods’ wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered bank (“Luzerne Bank”), and Jersey Shore State Bank, a Pennsylvania-chartered bank, merged with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest (“Northwest Bank”), with Northwest Bank as the surviving bank (the “Bank Mergers” and with the Holding Company Merger, the “Merger”). By virtue of the Merger, Northwest acquired all of the assets, and succeeded to all of the obligations of Penns Woods, and Northwest Bank acquired all of the assets, and succeeded to all of the obligations of, Luzerne Bank and Jersey Shore State Bank.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each Penns Woods common share issued and outstanding immediately prior to the Effective Time (except for treasury shares, as provided for in the Merger Agreement), converted, in accordance with the procedures set forth in the Merger Agreement, into 2.385 shares of Northwest common stock. In addition, each Penns Woods shareholder who would otherwise be entitled to receive a fractional share of Northwest common stock will receive cash (rounded to the nearest cent), without interest, in an amount equal to the fractional share of Northwest common stock to which such holder would otherwise be entitled to multiplied by the average of the closing-sale prices of Northwest common stock on the Nasdaq Global Select Market® as published in The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day preceding the effective date of the Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached as Exhibit 99.4 to Northwest’s Current Report on Form 8-K filed on December 20, 2024, and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective at the closing of the Holding Company Merger, and following the unanimous recommendation of the Nominating and Corporate Governance Committee, Richard Grafmyre was appointed to the Northwest and Northwest Bank boards of directors. Mr. Grafmyre will serve as a director in Class II of the Northwest board for an initial term ending at Northwest’s 2026 Annual Meeting of Shareholders. Mr. Grafmyre will also serve in Class II of the Northwest Bank board of directors.

In his capacity as a non-employee director of each of Northwest and Northwest Bank, Mr. Grafmyre will receive compensation on the same basis as the other non-employee directors receive for their service on the Northwest and Northwest Bank boards of directors and their respective committees. Committee appointments for Mr. Grafmyre will be determined at a later date.

Mr. Grafmyre previously served as Chief Executive Officer of Penns Woods until the closing of the Holding Company Merger. Under the terms and conditions of the Merger Agreement, Mr. Grafmyre was to join Northwest’s board of directors following consummation of the merger. Mr. Grafmyre was Chief Executive Officer of Penns Woods since October 2010.

Northwest has determined that neither Mr. Grafmyre nor any of his immediate family members has had (or proposes to have) a direct or indirect interest in any transaction in which Northwest or any of Northwest’s subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K.

A copy of the news release announcing Mr. Grafmyre’s election to the Northwest board of directors is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

On July 28, 2025, Northwest announced that it completed its acquisition of Penns Woods as of July 25, 2025. Northwest and Penns Woods first announced that they had entered into an agreement to merge on December 17, 2024.

A copy of the press release announcing the event is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits
(d)    Exhibits



Exhibit No. Description
News Release issued by Northwest Bancshares, Inc. on July 28, 2025
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
    NORTHWEST BANCSHARES, INC.
     
     
DATE: July 28, 2025   By:
/s/ Douglas M. Schosser
    Douglas M. Schosser
    Chief Financial Officer


EX-99.1 2 northwestbankclosingpres.htm EX-99.1 northwestbankclosingpres
Northwest Bancshares, Inc. Completes Acquisition of Penns Woods Bancorp, Inc. Columbus, Ohio, July 28, 2025 – Northwest Bancshares, Inc. (“Northwest”) (NASDAQ: NWBI), the bank holding company for Northwest Bank, and Penns Woods Bancorp, Inc. (“Penns Woods”) (NASDAQ: PWOD), the multi-bank holding company of Jersey Shore State Bank and Luzerne Bank, announced that, effective as of July 25, 2025, the previously announced merger of Penns Woods with and into Northwest has been completed, along with the merger of Penns Woods' wholly-owned subsidiary banks, Jersey Shore State Bank and Luzerne Bank, each with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest, with Northwest Bank as the surviving bank. With the closing of the merger, Northwest has appointed Richard A. Grafmyre, CEO of Penns Woods, to the Board of Directors of Northwest and Northwest Bank. The combination with Penns Woods enhances Northwest’s Pennsylvania banking presence with the addition of 21 branch locations across North Central and Northeastern Pennsylvania after the consolidation. With the closing of the merger, Northwest now operates 151 financial centers across Pennsylvania, New York, Ohio, and Indiana. “We are pleased to welcome Penns Woods’ customers, employees and shareholders to Northwest,” said Louis J. Torchio, President and CEO of Northwest. “Together, we are better positioned to deliver value to our shareholders and provide an expanded range of products and services to customers and communities across our Pennsylvania footprint.” The former Jersey Shore State Bank and Luzerne Bank financial centers have all been rebranded and now operate under the Northwest Bank name, following customer and data conversion and financial center rebranding that took place over the weekend of July 26-27. In addition, Northwest will host a conference call to review second quarter 2025 financial results on Wednesday, July 30 at 8:30 a.m. (EDT). The financial results and supporting financial data are scheduled to be released after market close on Tuesday, July 29. Conference Call / Webcast Information: The live audio webcast of the call and presentation slides will be available in Events & Presentations in the Investor Relations section of the company's website (https://investorrelations.northwest.bank/events-and-presentations/). The general public can register for the conference call by visiting https://events.q4inc.com/attendee/790934970. After registering, they will receive instructions for downloading the meeting calendar event and signing up for email reminders. Please join 15 minutes prior to the start of the call. A replay of the webcast will be archived in the Investor Relations section of Northwest's website.

 
About Northwest Bancshares, Inc. Headquartered in Columbus, Ohio, Northwest Bancshares, Inc. is the bank holding company of Northwest Bank. Founded in 1896, Northwest Bank is a full-service financial institution which offers a complete line of business and consumer banking products, as well as employee benefits and wealth management services. Currently, Northwest operates 151 full-service financial centers and eleven free standing drive-up facilities in Pennsylvania, New York, Ohio, and Indiana. Northwest Bancshares, Inc.’s common stock is listed on the NASDAQ Global Select Market under the symbol NWBI. Additional information regarding Northwest Bancshares, Inc. and Northwest Bank can be accessed online at www.northwest.bank. Forward-Looking Statements This release may contain forward-looking statements with respect to the benefits of the completed merger between Northwest and Penns Woods, including, without limitation, statements with respect to the expected timing of and benefits of the merger. Such statements are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including, without limitation: (1) the businesses of Northwest and Penns Woods may not be integrated successfully or such integration may take longer to accomplish than expected; (2) the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; and (3) disruption from the proposed merger may make it more difficult to maintain relationships with clients, associates, or suppliers. Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release, except as required by law. SOURCE: Northwest Bancshares, Inc. Investor Contact: Michael Perry 814-726-2140 Media Contact: Ian Bailey 380-400-2423 press@northwest.com