Northwest Bancshares Files 8-K

Ticker: NWBI · Form: 8-K · Filed: 2024-12-17T00:00:00.000Z

Sentiment: neutral

Topics: 8-K, disclosure, regulation-fd

Related Tickers: NWBI

TL;DR

NWBI filed an 8-K on Dec 17th for events on Dec 16th - check for details.

AI Summary

Northwest Bancshares, Inc. filed an 8-K on December 17, 2024, reporting events that occurred on December 16, 2024. The filing indicates disclosures related to Regulation FD, other events, and financial statements and exhibits. Specific details regarding the nature of these events or financial information are not provided in the excerpt.

Why It Matters

This filing signals that Northwest Bancshares has made significant disclosures to the SEC, which could impact investors' understanding of the company's current status and future outlook.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not, in itself, indicate any immediate or significant risks.

Key Players & Entities

FAQ

What specific events are being disclosed under Regulation FD?

The provided excerpt does not specify the exact nature of the Regulation FD disclosures.

What are the 'Other Events' being reported by Northwest Bancshares?

The excerpt does not detail the specific 'Other Events' that are the subject of this 8-K filing.

What financial statements and exhibits are included with this filing?

The excerpt confirms that financial statements and exhibits are part of the filing, but does not list their specific contents.

What is the principal executive office address for Northwest Bancshares?

The principal executive office is located at 3 Easton Oval Suite 500, Columbus, Ohio, 43219.

What is the filing date of this 8-K report?

The 8-K report was filed on December 17, 2024.

Filing Stats: 1,202 words · 5 min read · ~4 pages · Grade level 12 · Accepted 2024-12-17 08:17:08

Filing Documents

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 17, 2024 Northwest Bancshares, Inc. ("Northwest") released a presentation to investors about the transactions described in the Merger Agreement (defined below). The presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The preceding information shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events On December 17, 2024 Northwest Bancshares, Inc. ("Northwest") announced that it has entered into an Agreement and Plan of Merger dated December 16, 2024 ("Merger Agreement") with Penns Woods Bancorp, Inc. ("Penns Woods"). The Merger Agreement calls for Penns Woods to merge with and into Northwest, and for Penns Woods' wholly-owned subsidiary banks, Luzerne Bank and Jersey Shore State Bank, to merge with and into Northwest's wholly-owned subsidiary, Northwest Bank, with Northwest Bank as the bank surviving the merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Important Additional Information about the Merger This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of Northwest. Northwest will file a registration statement on Form S-4 and other documents regarding the proposed merger with Penns Woods with the Securities and Exchange Commission ("SEC"). The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Penns Woods in advance of its special meetings of shareholders to be held to consider the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about Northwest, Penns Woods and the proposed merger. Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, free of charge, on Northwest's website at https://investorrelations.northwest.bank under the tab "SEC Filings" or by contacting Northwest's Investor Relations Department at: Northwest Bancshares, Inc., 3 Easton Oval Street Suite 500, Columbus, Ohio 43219, Attn: Investor Relations. Northwest, Penns Woods, an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Investor Presentation issued by Northwest Bancshares, Inc. on December 17, 2024. 99.2 News Release issued by Northwest Bancshares, Inc. on December 17, 2024. 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. NORTHWEST BANCSHARES, INC. Date: December 17, 2024 By: /s/ Douglas M. Schosser Douglas M. Schosser Chief Financial Officer

View on Read The Filing