Northwest Bancshares Files 8-K for Material Agreement

Ticker: NWBI · Form: 8-K · Filed: 2024-12-20T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, filing, financials

Related Tickers: NWBI

TL;DR

NWBI signed a material definitive agreement on Dec 16. Details to follow.

AI Summary

Northwest Bancshares, Inc. filed an 8-K on December 20, 2024, reporting a material definitive agreement entered into on December 16, 2024. The filing also includes financial statements and exhibits. Specific details of the agreement are not provided in this excerpt.

Why It Matters

This filing indicates a significant new agreement for Northwest Bancshares, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the specific nature and terms are not yet disclosed.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Northwest Bancshares, Inc. on December 16, 2024?

The provided excerpt does not specify the details of the material definitive agreement.

What is the primary business of Northwest Bancshares, Inc. according to the filing?

Northwest Bancshares, Inc. is classified under NATIONAL COMMERCIAL BANKS [6021].

When was Northwest Bancshares, Inc. incorporated?

The company was incorporated in Maryland.

What is the address of Northwest Bancshares, Inc.'s principal executive office?

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

What is the SEC file number for Northwest Bancshares, Inc.?

The SEC file number is 001-34582.

Filing Stats: 2,464 words · 10 min read · ~8 pages · Grade level 16.9 · Accepted 2024-12-20 08:15:24

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 16, 2024, Northwest Bancshares, Inc., a Maryland corporation ("Northwest") and Penns Woods Bancorp, Inc., a Pennsylvania corporation ("Penns Woods"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides for a business combination whereby Penns Woods will merge with and into Northwest (the "Merger"), with Northwest as the surviving corporation in the merger. Immediately after the effective time of the Merger (the "Effective Time"), or at such later time as Northwest determines, Penns Woods' wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered state bank ("Luzerne Bank") and Jersey Shore State Bank, a Pennsylvania-chartered state bank ("Jersey Shore State Bank"), will merge with and into Northwest Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of Northwest ("Northwest Bank"), with Northwest Bank as the surviving bank in the subsidiary bank mergers. The boards of directors of Northwest and Penns Woods have unanimously approved entry into the Merger Agreement and the transactions contemplated thereby. Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Penns Woods' common stock, $5.55 par value ("Penns Woods Common Stock"), issued and outstanding immediately prior to the Effective Time (except for Treasury Shares (as provided for in the Merger Agreement)), will be converted, in accordance with the procedures set forth in the Merger Agreement, into a right to receive 2.385 (the "Exchange Ratio") shares of common stock, $0.01 par value, of Northwest ("Northwest Common Stock" and such consideration the "Merger Consideration"). Under the terms and subject to the conditions of the Merger Agreement, Northwest agrees to fill the current vacancy on its Board of Directors (or otherwise expand its Board of Directors by one director and fill the resulting vacancy) wit

Forward Looking Statements

Forward Looking Statements Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the Merger between Northwest and Penns Woods, which are subject to numerous assumptions, risks and uncertainties. Words or phrases such as "anticipate," "believe," "aim," "can," "conclude," "continue," "could," "estimate," "expect," "foresee," "goal," "intend," "may," "might," "outlook," "possible," "plan," "predict," "project," "potential," "seek," "should," "target," "will," "will likely," "would," or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of Northwest's and Penns Woods' Annual Report on Form 10-K for the year ended December 31, 2023, as well as their other filings with the SEC for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Northwest and Penns Woods with the SEC, risks and uncertainties for Northwest, Penns Woods and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be re

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger by and between Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc. dated December 16, 2024.* 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but Northwest Bancshares, Inc. will provide them to the Securities and Exchange Commission upon request .

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 20, 2024 By: /s/ Douglas M. Schosser Douglas M. Schosser Chief Financial Officer

View on Read The Filing