NWBI Northwest Bancshares Inc

As filed with the Securities and Exchange Commission on January 27, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Northwest Bancshares, Inc.

(Exact name of Registrant as specified in its charter)

3 Easton Oval Street, Suite 500, Columbus, Ohio 43219

(814) 726-2140

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Louis J. Torchio

President & Chief Executive Officer

Northwest Bancshares, Inc.

3 Easton Oval Street, Suite 500, Columbus, Ohio 43219

(814) 726-2140

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an “x” in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Penns Woods will hold a special meeting of its shareholders to vote on the adoption and approval of the Merger Agreement. The special meeting of Penns Woods shareholders will be held at    , Eastern Daylight Time, on     , 2025, and accessed virtually at    .

At the special meeting, Penns Woods shareholders will be asked to approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the Merger. Shareholders will also be asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger.

This document, which we refer to as the proxy statement/prospectus, is being delivered to Penns Woods stockholders as Northwest’s prospectus for its offering of common stock in connection with the Merger, and as a proxy statement for the solicitation of proxies from Penns Woods’ stockholders to vote for the approval of the Merger Agreement and the Merger. This proxy statement/prospectus describes the Penns Woods special meeting, the Merger proposal, and other related matters.

The boards of directors of Penns Woods unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommend its shareholders vote “FOR” approval and adoption of the Merger Agreement and the Merger and “FOR” the advisory, non-binding proposal to approve the merger-related executive compensation to Penns Woods’ named executive officers.

You are encouraged to read this document, including the materials incorporated by reference into this document, carefully. In particular, you should read the “RISK FACTORS” section beginning on page 18 for a discussion of the risks related to the Merger and owning Northwest common stock after the Merger.

Whether or not you plan to attend the special meeting, the Penns Woods’ board urges you to vote by either completing, signing and returning the enclosed proxy card in the enclosed postage-paid envelope, or submitting your proxy by telephone or over the internet.

Not voting by proxy or at the special meeting will have the same effect as voting against the adoption and approval of the Merger Agreement. The Penns Woods’ board urges you to read carefully this proxy statement/prospectus, which contains a detailed description of the special meeting, the Merger proposal, the Northwest common stock to be issued in the Merger and other related matters.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of Northwest common stock to be issued in the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the Merger described in this proxy statement/prospectus are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

This proxy statement/prospectus is dated    , 2025, and it

is first being mailed to Penns Woods shareholders on or about     , 2025. 

Notice of Special Meeting of Shareholders

To be held at     , Eastern Daylight Time, on     , 2025,

and accessed virtually at    

To the Shareholders of Penns Woods Bancorp, Inc.:

Notice is hereby given that a special meeting of the shareholders of Penns Woods Bancorp, Inc. (“Penns Woods”) will be held at    , Eastern Daylight Time, on     , 2025, and accessed virtually at    , for the purpose of considering and voting on the following matters:

Holders of record of Penns Woods common stock at the close of business on    , 2025, the record date, are entitled to notice of and to vote on each of these proposals at the special meeting and any adjournment or postponement of the special meeting. The affirmative vote of the majority of votes cast is required to adopt and approve the Agreement and Plan of Merger.

A proxy statement/prospectus and proxy card for the special meeting are enclosed. A copy of the Agreement and Plan of Merger is attached as Annex A to the proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Penns Woods common stock you own. Please vote as soon as possible to make sure that your shares of common stock are represented at the special meeting. If you are a holder of record, you may cast your vote virtually at the special meeting or, to ensure that your shares of Penns Woods common stock are represented at the special meeting, you may vote your shares by completing, signing and returning the enclosed proxy card or submitting your proxy by telephone or over the internet. If your shares are held in a stock brokerage account or by a bank or other nominee (in “street name”), please follow the voting instructions provided by your broker, bank or nominee.

The Penns Woods board of directors unanimously recommends that you vote (1) “FOR” the adoption and approval of the Agreement and Plan of Merger, (2) “FOR” the approval of the specified compensation, and (3) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.

WHERE YOU CAN FIND MORE INFORMATION

Northwest Bancshares, Inc. (“Northwest”) and Penns Woods Bancorp, Inc. (“Penns Woods”) are publicly traded companies that file annual, quarterly and other reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”). Our public filings are available to the public from the SEC’s website at www.sec.gov. You may request a copy of our filings with the SEC (excluding exhibits) at no cost by contacting us at the address and/or telephone number below. Certain information filed by Northwest with the SEC is also available, without charge, through Northwest’s website at www.Northwestbancorp.com under the “Investor Relations” section.

Northwest has filed with the SEC a registration statement on Form S-4 to register its common stock to be issued to Penns Woods shareholders as the merger consideration. This document is a part of that registration statement. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and request a copy of the registration statement, including any amendments, schedules and exhibits at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This proxy statement/prospectus incorporates by reference important business and financial information about Northwest and Penns Woods from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” beginning on page 89. These documents are available, without charge, to you upon written or oral request at the applicable company’s address and telephone number listed below:

To obtain timely delivery of these documents, you must request the information no later than     , 2025 in order to receive them before the Penns Woods special meeting.

Northwest’s common stock is traded on the Nasdaq Global Select Market^® under the symbol “NWBI.” Penns Woods’ common stock is traded on the Nasdaq Global Select Market^® under the symbol “PWOD.”

Neither Northwest nor Penns Woods has authorized anyone to provide you with any information other than the information included in this document and documents which are incorporated by reference. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this document and the documents incorporated by reference are accurate only as of their respective dates. Each of Northwest’s and Penns Woods’ business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

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Annexes:

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Penns Woods special meeting of shareholders. You are urged to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

Penns Woods is holding a special meeting of its shareholders (the “Penns Woods Special Meeting”) to obtain the required approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Penns Woods’ shareholders.

This document constitutes the proxy statement of Penns Woods for use in soliciting proxies for the Penns Woods Special Meeting. This document is also a prospectus that is being delivered to Penns Woods’ shareholders because, in connection with the Merger, Northwest is offering shares of Northwest common stock to holders of shares of Penns Woods’ common stock.

This proxy statement/prospectus contains important information about the Merger and the special meeting of the shareholders of Penns Woods, and you should read it carefully. The enclosed voting materials allow you to vote your Penns Woods’ common stock without attending the special meeting. Your vote is important, and we encourage you to submit your proxy as soon as possible.

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Northwest believes that the Merger is in the best interests of its stockholders and will benefit Northwest and its stockholders by enabling Northwest to further enhance market share in the North Central Pennsylvania and expand into attractive markets in Northeastern Pennsylvania currently served by Penns Woods and by strengthening the competitive position of the combined organization. Furthermore, Northwest believes its increased asset size after the Merger will create additional economies of scale and provide opportunities for asset and earnings growth in an extremely competitive banking environment. To review Northwest’s reasons for the Merger in more detail, see “THE MERGER—Northwest’s Reasons for the Merger” on page 33 of this proxy statement/prospectus.

Northwest will not issue any fractional shares of common stock in connection with the Merger. Instead, each holder of Penns Woods common stock who would otherwise be entitled to receive a fraction of a share of Northwest common stock (after taking into account all shares of Penns Woods common stock owned by such holder at the Effective Time) 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 multiplied by the average of the closing-sale prices of Northwest common stock on the Nasdaq Global Select Market^® as reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day preceding the Effective Date.

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THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Even if you plan to attend the special meeting, Penns Woods recommends that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

The other two proposals on the agenda for the Penns Woods Special Meeting will be decided by a majority of the votes cast, virtually or represented by proxy, at the Penns Woods Special Meeting. The advisory proposal on specified compensation will be approved if more of the shares of Penns Woods common stock are voted in favor of the proposal than against it. The adjournment of the Penns Woods Special Meeting, if necessary to solicit additional proxies in the event there are not sufficient votes at the time of the Penns Woods Special Meeting, will be approved if more shares of Penns Woods common stock are voted in favor of adjournment than against it. If a quorum is not present at the Penns Woods Special Meeting, Penns Woods’ Bylaws (“Penns Woods’ Bylaws”) permit that those present may, except as otherwise provided by law, adjourn the Penns Woods Special Meeting to another date, time and place as they determine.

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If you are a shareholder of record and you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the adoption and approval of the Merger proposal, the advisory proposal on specified compensation, and the adjournment of the special meeting, if necessary, to solicit additional proxies.

If you hold your shares of Penns Woods common stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, will not constitute or be counted as votes cast and, consequently, will have no effect on the adoption and approval of the Merger proposal.

Shares in “street name.” If your Penns Woods common stock is held through a broker, bank or other institution, you must obtain a “legal proxy” from the record holder of your shares in order to vote at the Penns Woods Special Meeting. Beneficial owners are strongly encouraged to obtain the legal proxy at least 5 business days prior to the Penns Woods Special Meeting. Beneficial owners will need to have an electronic image (such as a pdf file or scan) of the legal proxy ready to include when voting. You should refer to the voting instructions provided by your brokerage firm, bank, or other holder of record for information about how to obtain a legal proxy.

Even if you plan to attend the special meeting, Penns Woods recommends that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting. See “How can I vote my share without attending the special meeting?” below. Additional information on attending the special meeting can be found under the section “The Special Meeting of Shareholders of Penns Woods” on page 25.

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If you fail to return your proxy card or submit your voting instructions by telephone or via the internet or vote virtually at the Penns Woods Special Meeting or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to approve the Merger, the specified compensation or the adjournment of Penns Woods’ special meeting, if necessary, to solicit additional proxies, it will have no effect on the votes on those proposals.

Assuming a quorum is present, if you are a Penns Woods shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on the proposal to approve the Merger, which broker non-vote will not constitute or be counted as a vote cast and, consequently, will have no effect on the proposal to approve the Merger, the specified compensation or the adjournment of Penns Woods’ special meeting, if necessary, to solicit additional proxies.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Penns Woods Special Meeting are such “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

Q: Can I change my vote after I have submitted my proxy?

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Your attendance at the special meeting will not, by itself, revoke your proxy.

If you hold your shares in “street name” and you have instructed your broker, bank or nominee to vote your shares, you must follow directions received from your broker, bank or nominee to change your vote.

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Alliance Advisors, LLC

200 Broadacres Drive, 3^rd Floor

Bloomfield, New Jersey 07003

Phone: (833) 207-7606

Email: PWOD@allianceadvisors.com

Penns Woods Bancorp, Inc.

Attention: Investor Relations

300 Market Street

P.O. Box 967

Williamsport, Pennsylvania 17703-0967

Phone: (570) 322-1111

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed merger, the plans, goals, objectives, expectations and intentions of Northwest and Penns Woods, the expected timing of completion of the Merger, and other statements that are not historical or current facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, remain, believe, intend, estimate, plan, project, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995 (“Reform Act”), notwithstanding that such statements are not specifically identified.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors, in addition to the factors relating to the Merger discussed under the caption “RISK FACTORS” beginning on page 18 and the factors previously disclosed in Northwest and Penns Woods’ reports filed with the SEC, which could cause actual results to differ materially from those contained or implied in the forward-looking statements:

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In addition, certain statements may be contained in the future filings of Northwest and Penns Woods with the SEC, in press releases and in oral and written statements made by or with the approval of Northwest or Penns Woods that are not statements of historical fact and constitute forward-looking statements within the meaning of the Reform Act. Examples of forward-looking statements include, but are not limited to:

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, we caution you not to place reliance on these forward-looking statements. Annualized, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither Northwest nor Penns Woods undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Northwest and Penns Woods have filed with the SEC as described under “Where You Can Find More Information” in the forepart of this document.

Northwest and Penns Woods expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” on page 16, you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document.

An investment by Penns Woods shareholders in shares of Northwest common stock as a result of the exchange of Penns Woods common stock for Northwest common stock in the Merger involves certain risks. Certain material risks and uncertainties connected with the Merger Agreement and transactions contemplated thereby, including the Merger and the Subsidiary Bank Mergers, and ownership of Northwest common stock are discussed below. In addition, Northwest and Penns Woods discuss certain other material risks connected with the ownership of Northwest common stock and with Northwest’s business, and with the ownership of Penns Woods common stock and Penns Woods’ business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that each has filed with the SEC or may file with the SEC after the date of this proxy statement/prospectus, each of which reports is or will be incorporated by reference in this proxy statement/prospectus.

Holders of Penns Woods common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they are entitled to vote at the Penns Woods Special Meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Northwest common stock that you, as an existing holder of Penns Woods common stock, will hold upon consummation of the Merger, and could result in a significant decline in the value of Northwest common stock and cause the current holders of Penns Woods common shares to lose all or part of the value of their respective investments in Northwest common stock.

Risks Related to the Merger

Because the market price of Northwest common stock may fluctuate, holders of Penns Woods common stock cannot be certain of the market value of the Merger Consideration they will receive.

Under the terms of the Merger Agreement, holders of Penns Woods common stock will receive 2.385 shares of Northwest common stock for each share of Penns Woods common stock they hold immediately prior to the Effective Time.

Northwest will not issue any fractional shares of common stock in connection with the Merger. Instead, each holder of Penns Woods common stock who would otherwise be entitled to receive a fraction of a share of Northwest common stock (after taking into account all shares of Penns Woods common stock owned by such holder at the Effective Time) will receive cash, 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 reported by The Wall Street Journal for the five (5) consecutive full trading days ending on the trading day preceding the Effective Date.

Any change in the market price of Northwest common stock prior to the completion of the Merger will affect the market value of the Merger Consideration that Penns Woods shareholders will receive following

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completion of the Merger. Stock price changes may result from a variety of factors that are beyond the control of Northwest and Penns Woods, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects, and regulatory considerations. Therefore, at the time of the Penns Woods Special Meeting, Penns Woods shareholders will not know the precise market value of the consideration they will receive at the Effective Time. Penns Woods shareholders should obtain current sale prices for Northwest common stock before voting their shares at the Penns Woods Special Meeting.

The market price of Northwest common stock after the Merger may be affected by factors different from those affecting the shares of Penns Woods common stock or Northwest common stock currently.

In the Merger, holders of Penns Woods common stock will become holders of Northwest common stock. Although similar in some respects, Northwest’s business does differ from that of Penns Woods. Accordingly, the results of operations of the combined company and the market price of Northwest common stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of Northwest and Penns Woods. For a discussion of the businesses of Northwest and Penns Woods and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” in the forepart of this document.

Northwest could experience difficulties in managing its growth and effectively integrating the operations of Penns Woods and the Subsidiary Banks.

The earnings, financial condition and prospects of Northwest after the Merger will depend in part on Northwest’s ability to integrate successfully the operations of Penns Woods and the Subsidiary Banks and to continue to implement its own business plan. Northwest may not be able to fully achieve the strategic objectives and projected operating efficiencies anticipated in the Merger. The costs or difficulties relating to the integration of Penns Woods and the Subsidiary Banks with the Northwest organization may be greater than expected or the cost savings from any anticipated economies of scale of the combined organization may be lower or take longer to realize than expected. Inherent uncertainties exist in integrating the operations of any acquired entity, and Northwest may encounter difficulties, including matters such as loss of key employees and customers, and the disruption of its ongoing business or possible inconsistencies in standards, controls, procedures and policies, among others. These factors could contribute to Northwest not fully achieving the expected benefits from the Merger.

The Merger Agreement limits Penns Woods’ ability to pursue alternatives to the Merger with Northwest, may discourage other acquirers from offering a higher valued transaction to Penns Woods and may, therefore, result in less value for the Penns Woods shareholders.

The Merger Agreement contains a provision that, subject to certain limited exceptions, prohibits Penns Woods from soliciting, negotiating, or providing confidential information to any third party relating to any competing proposal to acquire Penns Woods or the Subsidiary Banks.

In addition, if the Merger Agreement is terminated by Penns Woods under certain circumstances involving alternative acquisition proposals, Penns Woods may be required to pay a termination fee to Northwest equal to $10.0 million. The requirement that Penns Woods make such a payment could discourage another company from making a competing proposal.

The fairness opinion delivered to Penns Woods’ board does not reflect changes in circumstances subsequent to the date of such opinion.

Penns Woods’ board of directors received an opinion, dated December 16, 2024, from its financial advisor as to the fairness of the Exchange Ratio, from a financial point of view, as of the date of such opinion.

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Subsequent changes in the operation and prospects of Penns Woods or Northwest, general market and economic conditions and other factors that may be beyond the control of Penns Woods or Northwest may significantly alter the value of Penns Woods or Northwest or the prices of the shares of Penns Woods common stock or Northwest common stock by the time the Merger is completed. The opinion does not address the fairness of the Exchange Ratio, from a financial point of view, at the time the Merger is completed, or as of any other date other than the date of such opinion. The opinion of Penns Woods’ financial advisor is attached as Annex B to this proxy statement/prospectus. For a description of the opinion, see “THE MERGER—Fairness Opinion of Penns Woods’ Financial Advisor” on page 38 of this proxy statement/prospectus. 

Penns Woods shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management of the combined organization.

The Merger will dilute the ownership position of Northwest stockholders and result in Penns Woods shareholders having an ownership stake in the combined company that is smaller than their current stake in Penns Woods. Upon completion of the Merger, we estimate that continuing Northwest stockholders will own approximately 88% of the issued and outstanding shares of common stock of the combined company, and former Penns Woods shareholders will own approximately 12% of the issued and outstanding common stock of the combined company. Consequently, Penns Woods shareholders, as a general matter, will have less influence over the management and policies of the combined company after the Effective Time than they currently exercise over the management and policies of Penns Woods.

Failure to complete the Merger could negatively impact the value of Penns Woods’ stock and future businesses and financial results of Northwest and Penns Woods.

If the Merger is not completed, the ongoing businesses of Northwest and Penns Woods may be adversely affected and Northwest and Penns Woods will be subject to several risks, including the following:

In addition, if the Merger is not completed, Penns Woods may experience negative reactions from its customers and employees. Employees could resign and obtain other employment as a result of the potential Merger. Penns Woods also could be subject to litigation related to any failure to complete the Merger.

The combined company is expected to incur substantial costs in connection with integration. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including data processing, purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Penns Woods and Northwest have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.

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The Northwest common stock to be received by Penns Woods shareholders upon completion of the Merger will have different rights from Penns Woods common stock.

Upon completion of the Merger, Penns Woods shareholders will no longer be shareholders of Penns Woods but will instead become stockholders of Northwest, and their rights as stockholders of Northwest will be governed by Maryland law and by Northwest’s Articles of Incorporation, as amended (“Northwest’s Articles of Incorporation”) and Amended and Restated Bylaws, as amended (“Northwest’s Bylaws”). The terms of Northwest’s Articles of Incorporation and Northwest’s Bylaws are in some respects materially different than the terms of Penns Woods’ Articles of Incorporation, as amended (“Penns Woods’ Articles of Incorporation”) and Penns Woods’ Bylaws. See “COMPARISON OF CERTAIN RIGHTS OF PENNS WOODS SHAREHOLDERS AND NORTHWEST STOCKHOLDERS” on page 78 of this proxy statement/prospectus.

Penns Woods shareholders do not have appraisal or dissenters’ rights in the Merger.

Appraisal or dissenters’ rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in that extraordinary transaction. Under the Pennsylvania Business Corporation Law, holders of Penns Woods common stock are not entitled to appraisal rights in the Merger with respect to their shares of Penns Woods common stock because Penns Woods’ common stock is listed on a national securities exchange.

The Merger Agreement subjects Northwest and Penns Woods to certain restrictions on their respective business activities prior to the Effective Time.

The Merger Agreement subjects Northwest and Penns Woods to certain restrictions on their respective business activities prior to the Effective Time. Subject to certain specified exceptions, the Merger Agreement obligates Penns Woods to, and to cause each of its subsidiaries to, conduct its business in the ordinary course in all material respects and use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships, and each of Northwest and Penns Woods to, and to cause each of its subsidiaries to, take no action that would reasonably be likely to adversely affect or delay the ability of either Northwest or Penns Woods to obtain any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the Merger Agreement or to perform its respective covenants and agreements under the Merger Agreement or to consummate the transactions contemplated by the Merger Agreement on a timely basis. These restrictions could prevent Penns Woods from pursuing certain business opportunities that arise prior to the Effective Time. See the section entitled “THE MERGER AGREEMENT – Penns Woods’ Conduct of Business Pending the Merger” beginning on page 70 and “THE MERGER AGREEMENT – Northwest’s Conduct of Business Pending the Merger” beginning on page 74.

Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed.

The respective obligations of Northwest and Penns Woods to complete the Merger are subject to the fulfillment or written waiver of many conditions, including approval by the requisite vote of Penns Woods shareholders, receipt of requisite regulatory approvals, absence of orders prohibiting completion of the Merger, effectiveness of the registration statement of which this document is a part, approval of the Northwest common stock to be issued to Penns Woods for listing on the Nasdaq Global Select Market^®, the continued accuracy of the representations and warranties by both parties, and the performance by both parties of their covenants and agreements. See “THE MERGER AGREEMENT—Conditions to Consummation of the Merger” on page 67 of this proxy statement/prospectus. These conditions to the consummation of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by December 31, 2025, either Northwest or Penns Woods may have the opportunity to choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after approval by the

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requisite vote of the Penns Woods shareholders. In addition, Northwest or Penns Woods may elect to terminate the Merger Agreement in certain other circumstances. See “THE MERGER AGREEMENT—Termination of the Merger Agreement” on page 74 of this proxy statement/prospectus for a fuller description of these circumstances.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the Merger and the Subsidiary Bank Mergers may be completed, various approvals, consents and non-objections must be obtained from the Federal Reserve, FDIC, the DoBS and other regulatory authorities. In determining whether to grant these approvals, these regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER—Regulatory Approvals Required” beginning on page 55. These approvals could be delayed or not obtained at all, due to a number of factors including any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulatory authorities in granting such approvals; governmental, political or community group inquiries, investigations or opposition; changes in legislation or the political environment, including as a result of changes of the U.S. executive administration or congressional leadership and regulatory agency leadership. The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that the regulatory authorities will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or will otherwise reduce the anticipated benefits of the Merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the Merger. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement. Despite the parties’ commitments to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the Merger Agreement, neither Northwest, Penns Woods nor either of Penns Woods’ respective subsidiaries is required under the terms of the Merger Agreement to take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be likely to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the Merger. See the section entitled “THE MERGER —Regulatory Approvals Required” beginning on page 55.

Issuance of shares of Northwest common stock in connection with the Merger may adversely affect the market price of Northwest common stock.

In connection with the payment of the Merger Consideration, Northwest expects to issue up to approximately 20,628,654 shares of Northwest common stock to Penns Woods shareholders. The issuance of these new shares of Northwest common stock may result in fluctuations in the market price of Northwest common stock, including a stock price decrease.

Risks Related to Northwest’s Business

You should read and consider risk factors specific to Northwest’s business that will also affect the combined company after the Merger, described in Northwest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed by Northwest with the SEC and incorporated by reference into this document. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page 89 of this proxy statement/prospectus.

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Risks Related to Penns Woods’ Business

You should read and consider risk factors specific to Penns Woods’ business that will also affect the combined company after the Merger, described in Penns Woods’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed by Penns Woods with the SEC and incorporated by reference into this document. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page 89 of this proxy statement/prospectus.

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MARKET VALUE ON A HISTORICAL AND EQUIVALENT PER SHARE BASIS

The information presented in the following table reflects the market value of Penns Woods’ common stock on a historical and equivalent per share basis and the market value of Northwest common stock on a historical basis as of the last trading day preceding the public announcement of the Merger, December 16, 2024, and January 22, 2025, the last practicable day for which information was available prior to the date of this proxy statement/prospectus.

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THE SPECIAL MEETING OF SHAREHOLDERS OF PENNS WOODS

Time, Date and Place

This proxy statement/prospectus is being provided to Penns Woods shareholders in connection with the solicitation of proxies by the Penns Woods board of directors for use at the special meeting of shareholders to be held at    , Eastern Daylight Time, on    , 2025, and accessed virtually at    .

This proxy statement/prospectus is also being furnished by Northwest to Penns Woods shareholders as a prospectus in connection with the issuance of Northwest common stock upon completion of the Merger.

Matters to be Considered

At the Penns Woods Special Meeting, the shareholders of Penns Woods will be asked to consider and vote upon the following matters:

The board of directors of Penns Woods believes that the Merger with Northwest is in the best interests of Penns Woods’ shareholders and recommends that you vote (1) “FOR” the adoption and approval of the Merger Agreement, (2) “FOR” the approval of the specified compensation, and (3) “FOR” the proposal to adjourn the special meeting of Penns Woods shareholders, if necessary, to solicit additional proxies.

Record Date; Shares Outstanding and Entitled to Vote

The board of directors of Penns Woods has fixed the close of business on    , 2025, as the record date for determining the Penns Woods shareholders who are entitled to notice of and to vote at the Penns Woods Special Meeting of shareholders. Only holders of Penns Woods common stock at the close of business on the record date will be entitled to notice of and to vote at the Penns Woods Special Meeting.

As of the close of business on    , 2025, there were    shares of Penns Woods common stock outstanding and entitled to vote at the special meeting. As of the same date, there were no shares of Penns Woods preferred stock outstanding. The shares of Penns Woods common stock were held of record by approximately    shareholders. Each share of Penns Woods common stock entitles the holder to one vote on all matters properly presented at the special meeting.

Votes Required; Quorum

Under Pennsylvania law, the adoption and approval of the Merger Agreement requires the affirmative vote of the holders of at least a majority of votes cast at the special meeting. Approvals of the specified compensation and adjournment of the special meeting each require a majority of the votes cast on the proposal at the special meeting be voted in favor of the proposal. The failure to vote virtually or submit valid proxy instructions, broker non-votes and abstentions will have no effect on the voting on the Merger proposal and the advisory proposal to approve the specified compensation and the proposal to adjourn.

The directors of Penns Woods, who collectively have the power to vote approximately 4.2% of the outstanding Penns Woods common stock, entered into support agreements with Northwest on December 16,

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2024, pursuant to which they agreed, subject to certain terms and conditions, to vote all of their shares in favor of the adoption and approval of the Merger Agreement. As of the date of this proxy statement/prospectus, Northwest and its directors, executive officers and affiliates beneficially owned no Penns Woods common stock.

Your vote is important. Beneficial owners who hold Penns Woods common stock in “street name” through a broker must instruct their broker how to vote their shares of Penns Woods common stock on the adoption and approval of the Merger Agreement. Without specific instructions from the beneficial owners, brokers are prohibited from voting such shares. If you fail to return your proxy card or properly-authenticated internet or telephone voting instructions prior to the deadline for doing so or vote virtually at the special meeting or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting, or if your shares of Penns Woods common stock are held in “street name” and you fail to instruct your broker how to vote, it will have no effect on the proposals.

A quorum, shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on a matter, must be present virtually or by proxy, to take action on that matter at the Penns Woods Special Meeting. A properly executed proxy card marked “ABSTAIN” or voting instructions via the internet or by telephone instructing abstention will be counted for purposes of determining whether a quorum is present.

The Penns Woods board of directors does not expect any matter other than the adoption and approval of the Merger Agreement, the approval of the specified compensation and, if necessary, the approval of the adjournment of the special meeting to solicit additional proxies, to be brought before the Penns Woods Special Meeting.

Solicitation and Revocation of Proxies

A proxy card accompanies each copy of this proxy statement/prospectus mailed to Penns Woods shareholders. Your proxy is being solicited by the board of directors of Penns Woods. Whether or not you attend the special meeting, the Penns Woods board of directors urges you to promptly submit your proxy by telephone, over the internet, or by mail by returning your properly executed proxy card as soon as possible. If you timely submit your properly executed proxy card prior to the Penns Woods Special Meeting or timely submit your voting instructions via the internet or by telephone and do not revoke it prior to its use, the Penns Woods common stock represented by that proxy card will be voted at the special meeting or, if appropriate, at any adjournment of the special meeting. Penns Woods’ common stock will be voted as specified on the proxy card or pursuant to your voting instructions via the internet or by telephone or, in the absence of specific instructions to the contrary, will be voted “FOR” the adoption and approval of the Merger Agreement, “FOR” the approval of the specified compensation and, “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies.

If you have returned a properly executed proxy card, you may revoke it at any time before a vote is taken at the special meeting:

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Your attendance at the special meeting will not, by itself, revoke your proxy.

If you hold your Penns Woods common stock in “street name” through a broker, bank or other nominee, you must provide your broker, bank or nominee (the record holder of your shares of common stock) with instructions on how to vote your shares of common stock. Your broker, bank or other nominee will provide you with a proxy card and voting instructions. If you have instructed your broker, bank or other nominee to vote your common stock, you must follow the directions received from your broker, bank or other nominee to change or revoke your vote.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Alliance Advisors, LLC, toll-free at (833) 207-7606 or by email at PWOD@allianceadvisors.com.

Cost of Solicitation

The Penns Woods board of directors is soliciting your proxy, and Penns Woods will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of outstanding Penns Woods common stock. Alliance Advisors, LLC, a proxy solicitation firm, has been retained to assist Penns Woods in the solicitation of proxies for the Penns Woods Special Meeting, and Penns Woods will pay Alliance Advisors, LLC $22,000, plus reimbursement of out-of-pocket expenses and costs related to the collection of votes for these services. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by Alliance Advisors, LLC, or, without additional compensation, by certain of Penns Woods’ directors, officers and employees.

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PROPOSALS SUBMITTED TO PENNS WOODS SHAREHOLDERS

Penns Woods Merger Proposal

As discussed throughout this proxy statement/prospectus, Penns Woods is asking its shareholders to adopt and approve the Merger Agreement and the transactions contemplated thereby. Penns Woods shareholders should carefully read this document in its entirety for more detailed information regarding the Merger Agreement and the Merger. In particular, shareholders are directed to the copy of the Merger Agreement attached as Annex A to this proxy statement/prospectus.

The board of directors of Penns Woods recommends a vote “FOR” the approval and adoption of the Merger Agreement.

Penns Woods Advisory (Non-binding) Proposal on Specified Compensation

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, Penns Woods is providing the holders of shares of Penns Woods common stock with the opportunity to cast an advisory (non-binding) vote on the compensation that may be payable if the Merger is approved to Penns Woods’ named executive officers in connection with the Merger, the value of which is set forth in the table included in the section of this document entitled “THE MERGER–Interests of Penns Woods’ Directors and Officers in the Merger–Golden Parachute Compensation.” Penns Woods is asking the shareholders to vote their shares of Penns Woods common stock on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the named executive officers of Penns Woods Bancorp, Inc., in connection with the merger of Penns Woods Bancorp, Inc., with and into Northwest Bancshares, Inc., as disclosed in the table in the section of the proxy statement/prospectus entitled “The Merger – Interests of Penns Woods’ Directors and Officers in the Merger – Golden Parachute Compensation,” including the associated narrative discussion, is hereby APPROVED.”

The vote on executive compensation payable in connection with the Merger is a vote separate and apart from the vote to approve the Merger. Accordingly, a shareholder may vote to approve and adopt the Merger Agreement and vote not to approve the executive compensation and vice versa. Because the vote is advisory in nature only, it will not be binding on either Penns Woods or Northwest. Accordingly, because Penns Woods is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the Merger Agreement is approved and adopted and regardless of the outcome of the advisory vote.

The Penns Woods board of directors recommends a vote “FOR” the Penns Woods advisory proposal on specified compensation.

Penns Woods Adjournment Proposal

The Penns Woods Special Meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, the solicitation of additional proxies if there are insufficient votes at the time of the Penns Woods Special Meeting to approve and adopt the Merger Agreement. If, at the time of the Penns Woods Special Meeting, the number of shares of Penns Woods common stock present or represented and voting in favor of the Merger Agreement proposal is insufficient to approve and adopt the Merger Agreement, Penns Woods intends to move to adjourn the Penns Woods Special Meeting in order to enable the Penns Woods board of directors to solicit additional proxies for approval of the proposal. In that event, Penns Woods will ask the holders of Penns Woods common stock to vote only upon the adjournment proposal and not the Merger proposal or the proposal on the specified compensation.

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In the Penns Woods adjournment proposal, Penns Woods is asking the holders of common stock to authorize the holder of any proxy solicited by the Penns Woods board of directors to vote in favor of granting discretionary authority to the proxy holders to adjourn the Penns Woods Special Meeting to another date, time and place for the purpose of soliciting additional proxies. If the Penns Woods shareholders approve the adjournment proposal, Penns Woods could adjourn the Penns Woods Special Meeting and any adjourned session of the Penns Woods Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Penns Woods shareholders who have previously voted.

Penns Woods’ Bylaws provide that, if a quorum is not present at a shareholders’ meeting, those present may, except as otherwise provided by law, adjourn the Penns Woods Special Meeting to another date, time and place as they determine.

The Penns Woods board of directors recommends a vote “FOR” the Penns Woods adjournment proposal.

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NO DISSENTERS’ RIGHTS

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the merger consideration offered to shareholders in connection with the extraordinary transaction. Under Pennsylvania law, shareholders do not have dissenters’ rights with respect to shares of any class of stock which, at the record date fixed to determine shareholders entitled to receive notice of and to vote at the meeting of shareholders at which a merger or consolidation was acted on, were listed on a national securities exchange. Because Penns Woods’ common stock is listed on the Nasdaq Global Select Market^®, a national securities exchange, holders of Penns Woods common stock will not be entitled to dissenters’ appraisal rights in the merger with respect to their shares of Penns Woods common stock.

THE MERGER

The Proposed Merger

The Merger Agreement provides for the merger of Penns Woods with and into Northwest, with Northwest as the surviving entity. Thereafter, at a later time specified by Northwest Bank in its articles of merger that are filed with the Department of State of the Commonwealth of Pennsylvania, Luzerne Bank will be merged with and into Northwest Bank, with Northwest Bank surviving the Merger. Immediately thereafter, Northwest will cause Jersey Shore Bank to be merged with and into Northwest Bank, with Northwest Bank surviving the Merger.

The Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated in this proxy statement/prospectus by reference.  You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Background of the Merger

The Penns Woods board of directors engages in regular strategic planning in connection with the business and operations of Penns Woods and its operating subsidiaries, including Jersey Shore Bank and Luzerne Bank. As part of this process, the board and Penns Woods’ senior management team review and assess the organization’s past performance and future prospects in light of Penns Woods’ long-term strategic goals, strategic opportunities, including opportunities for growth organically or otherwise, and potential challenges, including challenges relating to funding continued growth. The ongoing process of strategic planning and consideration of business alternatives is intended to serve Penns Woods’ stated mission to (i) operate as a high-performing regional community bank, (ii) create long-term shareholder value through a combination of return on shareholders’ equity and cash dividends to shareholders, (iii) grow the banking business in a safe, sound, diversified, and profitable manner, and (iv) provide exceptional service to customers. The goals of increasing returns on shareholders’ equity and generating returns sufficient to maintain Penns Woods’ historical cash dividend levels are typically important considerations for the board in discussing strategic direction and alternatives.

Penn Woods’ stated emphasis on continued growth in quality assets also required consideration of appropriate methods to fund growth. The board has been receptive to considering a number of different alternatives to fund continued growth, including an acquisition of one or more smaller financial institutions, a business combination with a larger financial institution that could provide additional financial resources as well as acceptable shareholder returns, and funding loan growth through core and other deposit growth or through equity capital raises.

Over the past few years, Penns Woods’ Chief Executive Officer and President and Chief Financial Officer, at the board’s direction and in connection with the board’s ongoing consideration of strategic paths, met

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or had discussions with certain financial institutions operating in Penns Woods’ market area, both institutions larger and smaller than Penns Woods, regarding a potential business combination.

With respect to smaller institutions considered to be potential acquisition candidates, Penns Woods concluded, based on preliminary discussions with the institutions contacted, that the institutions either had no desire to sell or had price expectations that were not in line with the price that Penns Woods was willing to offer. Penns Woods also acknowledged that, given merger activity in recent years and the lack of de novo banking activity, there was a relative scarcity in the number of smaller community banks that would be an appropriate merger partner. Finally, the generally depressed market prices of bank stocks generally during this period, including the market price of Penns Woods common stock, made an all-stock acquisition of a smaller institution challenging and an acquisition involving a substantial amount of cash would have negative effects on capital.

With respect to larger institutions, Penns Woods had preliminary discussions over the past few years with three different Pennsylvania-based bank holding companies. In January 2022, Penns Woods was introduced to bank holding company A by a financial advisor. A confidentiality agreement was signed with bank holding company A and preliminary discussions with bank holding company A resulted in a non-binding indication of interest letter for an all-stock transaction. Although the price offered by bank holding company A was in an acceptable range for possible consideration (low $30s per share at that time), the pro forma equivalent cash dividend payable to Penns Woods shareholders after the transaction would have decreased by 40% and the transaction was not considered to otherwise be a good cultural fit for customers or employees. In December 2023, the chief executive officer of bank holding company B contacted Penns Woods’ chief executive officer to discuss a potential business combination. A confidentiality agreement was signed with bank holding company B and limited information was exchanged between the parties. No written or verbal indication of interest was received from bank holding company B and discussions terminated after some financial modelling by Penns Woods and its financial advisor relating to an assessment of bank holding company B’s ability to pay a price that would be acceptable to Penns Woods. Finally, in July 2024, Penns Woods was contacted by, and executed a confidentiality agreement with, bank holding company C. Bank holding company C indicated a verbal range in the upper $20s or low $30s per share of Penns Woods common stock, but no written indication of interest was provided by bank holding company C. Penns Woods terminated discussions with bank holding company C as a result of the verbal indication of interest on possible price range and the fact that pro forma equivalent cash dividends for Penns Woods shareholders would have decreased in the event of a transaction with bank holding company C. None of these confidentiality agreements entered into by Penns Woods contained standstill provisions or “don’t ask/don’t waive” provisions.

Penns Woods’ management and the board also recognized that funding continued loan growth that outpaced deposit growth through other means could pose challenges.

Although Penns Woods has historically enjoyed a high quality core deposit base at reasonable cost, management and the board were cognizant of the continued funding challenges resulting from demographic limitations in some of its less densely populated market areas, as well as the effects of intense competition in certain markets or potential markets, such as State College, Pennsylvania and Northeastern Pennsylvania, resulting from the large number of financial institutions operating in those markets.

Penns Woods also utilized the capital markets to fund continued growth. During 2023, Penns Woods raised approximately $8.3 million in a registered at-the-market offering. Although the registered offering provided supplemental capital to continue to fund loan growth and maintain solid capital levels, management and the board recognized that funding continued growth by means of common equity offerings could have the effect of diluting existing shareholders, including any potential adverse effects on book value or tangible book value per share.

In that context, Penns Woods’ board of directors continued its focus on, and commitment to, continued growth, while also continuing to be receptive to considering a business combination transaction that would enhance shareholder value.

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On September 11, 2024, representatives of Penns Woods’ financial advisor, Stephens, met with members of senior management of Northwest. At this meeting, Penns Woods was discussed extensively as a potential business combination target and, at the conclusion of the meeting, the Northwest management representatives requested that Stephens connect the parties for further discussion if Penns Woods had an interest in exploring a potential transaction. Penns Woods agreed to continue the discussion.

On September 13, 2024, Penns Woods and Northwest executed a standard mutual nondisclosure agreement.

During the last two weeks of September 2024, Penns Woods shared some preliminary information with Northwest and its financial advisor and began to populate a virtual data room for due diligence purposes.

On October 6 and October 7, 2024, the senior management teams of Penns Woods and Northwest met in Pittsburgh, Pennsylvania for a series of meetings that were primarily due diligence in nature.

Due diligence and management discussions continued for the following two weeks.

On October 21, 2024, Northwest presented Penns Woods with a non-binding indication of interest letter providing for, among other things, an all-stock merger transaction and an exchange ratio of 2.35 shares of Northwest common stock for each share of Penns Woods common stock.

On October 24, 2024, following some additional discussion through the parties’ financial advisors, Northwest presented Penns Woods with a revised a non-binding indication of interest letter, which increased the exchange ratio to 2.385 shares of Northwest common stock for each share of Penns Woods common stock. The revised non-binding indication of interest letter was distributed to the board, and, following board review and authorization on October 29, 2024, Mr. Grafmyre executed the non-binding indication of interest letter on behalf of Penns Woods on October 29, 2024.

On November 18, 2024, Stevens & Lee P.C. (“Stevens & Lee”), legal counsel to Penns Woods, was provided a draft merger agreement by Dinsmore & Shohl LLP, legal counsel to Northwest. The draft merger agreement reflected the matters included in the non-binding indication of interest letter. The parties and their respective financial advisors negotiated the draft merger agreement over the following weeks. The terms negotiated and discussed by the parties included, without limitation, executory period covenants, closing conditions, termination provisions and related termination fees, post-closing board membership, and post-closing employee matters. Due diligence of Penns Woods by Northwest and reverse due diligence of Northwest by Penns Woods continued while the parties negotiated the terms of the draft merger agreement.

At a meeting held on November 26, 2024, the Penns Woods board of directors discussed the proposed transaction with Northwest. A representative of Stephens and a representative of Stevens & Lee participated in this meeting. Mr. Grafmyre advised the board that a draft merger agreement had been received on November 18, 2024 and was in the process of review by Penns Woods management, its counsel, and its financial advisor. At this meeting, the Stephens representative presented certain information to the board, including without limitation, recent and historical stock price information for both Penns Woods and Northwest, a review of recent institutional investor purchase activity with respect to Penns Woods common stock, a research analyst overview of Northwest, and information relating to Penns Woods’ historical tangible book value and cumulative dividend growth.

At a meeting held on December 3, 2024, the Penns Woods board of directors further discussed the proposed transaction with Northwest. A representative of Stephens and a representative of Stevens & Lee participated in this meeting. At this meeting, the Stephens representative presented certain additional information to the board that had been requested based on the November 26^th board meeting, including without limitation, short- and long-term market premiums for the proposed transaction compared to other transactions, price to tangible book value multiples for the proposed transaction compared to other transactions, information on the annual cash dividend

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increase to be received by Penns Woods shareholders based on the exchange ratio, and certain information previously requested by the board on post-announcement acquirer stock performance in recent bank merger transactions.

At a meeting held on December 6, 2024, the Penns Woods board of directors again discussed the proposed transaction with Northwest. A representative of Stephens and a representative of Stevens & Lee participated in this meeting. At this meeting, the board, among other things, reviewed certain historical trading price information for Penns Woods and Northwest, and noted the significant increase in the cash dividend payable to shareholders of Penns Woods based on the proposed exchange ratio, while also noting that future cash dividends by Northwest are not guaranteed. The board also discussed senior management’s discussions with Northwest about loan processes and post-employment opportunities for former Penns Woods employees. The board unanimously agreed to continue discussions and negotiations with Northwest, subject to review and approval of the draft merger agreement at a subsequent meeting of the board.

On December 16, 2024, the Penns Woods board of directors met to consider the proposed merger with Northwest, including the draft merger agreement and certain related ancillary documents. Members of Penns Woods’ senior management team also participated in this meeting, and a representative of Stephens and a representative of Stevens & Lee were also in attendance. At this meeting, the representative of Stevens & Lee reviewed in detail the terms of the proposed merger agreement and related ancillary documents, including a form of voting agreement to be executed by Penns Woods’ directors and executive officers, and discussed the board’s fiduciary duties and the standards for director conduct under Pennsylvania law. The Stephens’ representative reviewed with the board the financial aspects of the transaction and distributed a written presentation, which summarized the transaction terms, analyzed Northwest stock trading price information for different periods over the prior ten years, reviewed valuations of Penns Woods based on different metrics, and discussed pricing metrics for the transaction compared against comparable merger transactions. At the conclusion of his presentation, the Stephens representative delivered to the board of directors its oral opinion, which was subsequently confirmed in writing, that, as of December 16, 2024, the merger consideration to be received by the shareholders of Penns Woods in the transaction is fair to them from a financial point of view.

Following these presentations and discussions and following review and discussion among members of the board, including the factors described under “THE MERGER— Recommendation of the Penns Woods Board of Directors” and THE MERGER— Penns Woods’ Reasons for the Merger,” the Penns Woods board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement were advisable and in the best interests of Penns Woods, and the directors unanimously voted to adopt the Merger Agreement and related transactions, and resolved to recommend that shareholders approve the Merger Agreement.

Upon completion of the Penns Woods and Northwest board meetings on December 16, 2024, the parties executed and delivered the Merger Agreement and related ancillary documents after market closing. Penns Woods and Northwest announced the execution of the Merger Agreement by a joint press release on December 17, 2024 issued prior to market opening.

Northwest’s Reasons for the Merger

Northwest believes the Merger is in the best interests of Northwest and its stockholders. In reaching this determination, the Northwest board of directors consulted with its management, as well as its financial, accounting and legal advisors, and considered the projected pro forma impact of the Merger and a number of other factors, including, without limitation, the following:

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The board of directors of Northwest also considered a variety of risks and other potentially negative factors in deliberations concerning the Merger. In particular, the board of directors of Northwest considered:

The above discussion of the information and factors considered by the Northwest board of directors is not intended to be exhaustive but includes the material factors considered by the Northwest board of directors. In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by

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the Merger Agreement, the Northwest board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Northwest board of directors considered all these factors as a whole, including through its discussions with Northwest’s management and financial and legal advisors, in evaluating the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement.

Penns Woods’ Reasons for the Merger

In reaching the conclusion that the Merger Agreement, and the transactions contemplated thereunder, are in the best interests of and advisable for Penns Woods and its shareholders, and in approving the Merger Agreement, the Penns Woods board of directors consulted with executive management, its financial advisor, and its legal counsel, and considered a number of factors, including, among others, the following, which are not presented in any order of priority:

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The Penns Woods board of directors also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

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The foregoing discussion of the information and factors considered by the board of directors of Penns Woods is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the board of directors of Penns Woods did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board of directors of Penns Woods considered all these factors as a whole, including discussions with, and questioning of Penns Woods’ management and Penns Woods’ independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination to approve the merger agreement.

Penns Woods shareholders should be aware that Penns Woods’ directors and executive officers have interests in the merger that are different from, or in addition to, those of other Penns Woods shareholders. The board of directors of Penns Woods was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, and in recommending that the Merger proposal be approved by Penns Woods shareholders. See “Interests of Penns Woods’ Directors and Officers in the Merger” beginning on page 55.

This summary of the reasoning of the board of directors of Penns Woods and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Forward-Looking Statements.”

Recommendation of the Penns Woods Board of Directors

The board of directors of Penns Woods unanimously approved the Merger Agreement. The board of directors of Penns Woods believes that the Merger is in the best interests of Penns Woods and its shareholders, and, as a result, the directors unanimously recommend that Penns Woods shareholders vote “FOR” the adoption and approval of the Merger Agreement, “FOR” the approval of the specified compensation, and “FOR” the proposal to adjourn the special meeting, if necessary and appropriate, to solicit additional proxies.

Fairness Opinion of Penns Woods’ Financial Advisor

On November 8^th, 2024, Penns Woods engaged Stephens to act as financial adviser to Penns Woods in connection with the proposed sale of Penns Woods to Northwest. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, of the proposed Merger to Penns Woods. Penns Woods engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in a meeting of Penns Woods’ board of directors held on December 16^th, 2024, in which Penns Woods’ board of directors considered and approved the proposed Merger. At this meeting, Stephens reviewed the financial aspects of the proposed Merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to Penns Woods’ board of directors dated as of December 16^th, 2024, that, as of such date, the consideration to be received by the common stockholders of Penns Woods (solely in their capacity as such) in the proposed Merger was fair to them from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex B to this proxy statement/prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters

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considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this document is qualified in its entirety by reference to the full text of such written Opinion Letter. Investors are urged to read the entire Opinion Letter carefully in connection with their consideration of the proposed Merger. Penns Woods did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to Penns Woods’ board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the proposed Merger. The opinion only addresses whether the consideration to be received by the common stockholders of Penns Woods (solely in their capacity as such) in the proposed Merger was fair to them from a financial point of view as of the date of the opinion. The opinion does not address the underlying business decision of Penns Woods to engage in the proposed Merger or any other term or aspect of the Merger Agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to Penns Woods’ board of directors or any of Penns Woods’ shareholders as to how such person should vote or otherwise act with respect to the proposed Merger or any other matter. Penns Woods and Northwest determined the merger consideration through a negotiation process.

In connection with developing its opinion, Stephens:

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by Penns Woods and Northwest and of the other information reviewed by Stephens in

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connection with the preparation of Stephens’ opinion, and its opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. Management of Penns Woods and management of Northwest assured Stephens that they were not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Penns Woods or of Northwest, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of Penns Woods or of Northwest under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of Penns Woods or Northwest. Stephens did not receive or review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for loan and lease losses of Penns Woods or Northwest. Stephens did not make an independent analysis of the effects of potential future changes in the rate of inflation or of prevailing rates of interest or other market developments or disruptions, or of the effects of any global conflicts or hostilities or any other disaster or adversity, on the business or prospects of Penns Woods or Northwest. With respect to the financial projections or forecasts prepared by management of Penns Woods and management of Northwest, including the forecasts of potential cost savings and potential synergies, Stephens also assumed that such financial projections or forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of management of Penns Woods and management of Northwest, respectively, as to the future financial performance of Penns Woods and Northwest, respectively, and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such financial projections or forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such projections or forecasts, and Stephens expressed no opinion as to the reliability of such financial projections, forecasts or estimates or the assumptions upon which they were based.

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of Penns Woods and its other advisors with respect to such matters. Stephens assumed, with Penns Woods’ consent, that the proposed Merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for Penns Woods or its shareholders and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the proposed Merger will be resolved favorably to Penns Woods and its shareholders. Stephens did not express any opinion as to any tax or other consequences that might result from the proposed Merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and on the information made available to Stephens as of the date of the opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of December 13^th, 2024. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that volatility or disruptions in the credit and financial markets relating to, among other things, potential future changes in the rate of inflation or prevailing rates of interest or other market developments or disruptions, or the effects of any global conflicts or hostilities or any other disaster or adversity, may or may not have an effect on Penns Woods or Northwest, and Stephens did not express an opinion as to the effects of such volatility or disruptions on the proposed Merger or any party to the proposed Merger. Stephens further expressed no opinion as to the prices at which shares of Penns Woods common stock or Northwest common stock may trade at any time subsequent to the announcement of the proposed Merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

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Stephens’ opinion was limited to whether the consideration to be received by the common stockholders of Penns Woods (solely in their capacity as such) in the proposed Merger was fair to them from a financial point of view as of the date of the opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the Merger Agreement or the form of the proposed Merger or any aspect of the proposed Merger, other than the fairness, from a financial point of view, of the consideration to be received in the proposed Merger by the common stockholders of Penns Woods (solely in their capacity as such). The opinion did not address the merits of the underlying decision by Penns Woods to engage in the proposed Merger, the merits of the proposed Merger as compared to other alternatives potentially available to Penns Woods or the relative effects of any alternative transaction in which Penns Woods might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the proposed Merger, including with respect to how to vote or act with respect to the proposed Merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of Penns Woods’ officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of Penns Woods or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with developing its opinion. In performing the financial analyses described below, Stephens relied on the financial and operating data, projections and other financial information and assumptions concerning Penns Woods and Northwest provided by management of Penns Woods and management of Northwest, as applicable, and Stephens reviewed with Penns Woods’ executive management certain assumptions concerning Penns Woods and Northwest upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens, it does set forth those analyses considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses

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summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses summarized below. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying Stephens’ analyses and opinion.

Summary of Proposed Merger:

Pursuant to the merger agreement, and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Stephens understood that, subject to potential adjustments as described in the merger agreement, each outstanding share of Penns Woods common stock will be converted into the right to receive 2.3850 shares of Northwest common stock, which, based on Northwest’s closing stock price of $14.33 on December 13, 2024, results in the expected consideration to be exchanged by Northwest to acquire all of the equity interests in Penns Woods having an aggregate value of approximately $268 million. Based upon the unaudited financial information of Penns Woods as of and for the twelve months ended September 30, 2024, and market data as of December 13, 2024, Stephens calculated the following transaction multiples:

Source: S&P Global Market Intelligence, Management Guidance.

Note: Market data as of December 13, 2024.

Relevant Public Companies Analysis – Penns Woods:

Stephens compared the financial condition, operating statistics and market valuation of Penns Woods to certain public companies selected by Stephens and their respective public trading values. Stephens selected the public companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Penns Woods; however, no selected company below was identical or directly comparable to Penns Woods. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following fifteen (15) public companies based on the criteria set forth below:

Includes major exchange-traded⁽¹⁾ banks and thrifts headquartered in the Mid-Atlantic⁽²⁾ with most recent quarter total assets between $2 and $3 billion excluding merger targets, distressed entities⁽³⁾, and mutuals

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Note:

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To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve month period ended September 30^th, 2024, or the most recently reported period available, and the market trading multiples of the selected public companies based on December 13^th, 2024 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

Source: S&P Global Market Intelligence, FactSet.

Note: Market data as of 12/13/2024. Financial data as of the most recent quarter reported. Bank-level data used where consolidated BHC data not available. Core defined by S&P Global Market Intelligence.

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Relevant Public Companies Analysis – Northwest:

Stephens compared the financial condition, operating statistics and market valuation of Northwest to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Northwest; however, no selected company below was identical or directly comparable to Northwest. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following twenty-two (22) public companies based on the criteria set forth below:

Includes nationwide major exchange-traded⁽¹⁾ banks and thrifts with most recent quarter total assets between $12 and $18 billion, excluding merger targets and mutuals

Note:

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last twelve month period ended September 30^th, 2024, or the most recently reported period available, and the market trading multiples of the selected public companies based on December 13^th, 2024 closing prices. The financial data

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included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

Source: S&P Global Market Intelligence, FactSet.

Note: Market data as of 12/13/2024. Financial data as of the most recent quarter reported. Bank-level data used where consolidated BHC data not available. Core defined by S&P Global Market Intelligence.

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Relevant Mid-Atlantic and Ohio Transactions Analysis:

Stephens reviewed certain publicly available transaction multiples and related financial data for bank and thrift transactions announced since January 1^st, 2022, where (i) the target was headquartered in the Mid-Atlantic (DC, DE, MD, NJ, NY, and PA) or Ohio, (ii) the deal value was publicly disclosed, (iii) the target’s assets were between $500 million and $4 billion, and (iv) the stock consideration was greater than 50% of the total consideration, excluding TBB Investments LLC / Berkshire Bancorp, Inc. (investor group transaction). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, was reasonably similar to Penns Woods; however, no selected company or transaction below was identical or directly comparable to Penns Woods or the proposed Merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

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Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed Merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed Merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the proposed Merger to the 25^th percentile, median and 75^th percentile transaction multiples of the selected transactions:

Source: S&P Global Market Intelligence, Company documents. Note: Transaction data as of deal announcement date. “—” means data not available or not applicable.

Only includes whole bank M&A.

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Relevant New York and Pennsylvania Transactions Analysis:

Stephens reviewed certain publicly available transaction multiples and related financial data for bank and thrift transactions announced since January 1^st, 2020, where (i) the target was headquartered in New York or Pennsylvania, (ii) the deal value was publicly disclosed, (iii) the target’s assets were under $10 billion, and (iv) the stock consideration was greater than 50% of the total consideration, excluding mergers-of-equals transactions (as defined by S&P Global Market Intelligence). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, was reasonably similar to Penns Woods; however, no selected company or transaction below was identical or directly comparable to Penns Woods or the proposed Merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):