ADDED
As of December 31, 2025, the Company had 146,107,964 shares outstanding and a market capitalization of approximately $1.753 billion.
Copies of our filings may be obtained, without charge, by written request to Shareholder Relations, 3 Easton Oval, Suite 500, Columbus, Ohio 43219, or emailing shareholderrelations@northwest.com.
As of December 31, 2025, Northwest Bank operated 161 community-banking locations throughout its market area in Pennsylvania, western New York, northeastern Ohio, and Indiana.
Acquisition of Penns Woods On July 25, 2025, the Company completed its acquisition of Penns Woods Bancorp, Inc.
("Penns Woods"), pursuant to the merger agreement, which was entered into by the Company and Penns Woods on December 16, 2024 (the "Merger Agreement").
In accordance with the Merger Agreement, the Company and Penns Woods completed a business combination whereby Penns Woods merged with and into the Company (the Merger ), with the Company as the surviving corporation in the Merger.
Immediately after the effective time of the Merger (the Effective Time ), Penns Woods wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered state bank, and Jersey Shore State Bank, a Pennsylvania-chartered state bank, merged with and into Northwest Bank, with Northwest Bank as the surviving bank in the subsidiary bank mergers.
The Penns Woods results of operations are included in the Company s consolidated results since the date of acquisition.
Therefore, the Company s year to date 2025 results reflect increased levels of average balances, net interest income, and noninterest expense compared to the prior year results.
After purchase accounting fair value adjustments, the acquisition added $2.2 billion of total assets, including $1.8 billion of loans, $160 million of investments, of which $82 million were immediately sold, as well as $2.0 billion of total liabilities, primarily consisting of $1.6 billion in deposits.
REMOVED
As of December 31, 2024, the Company had 127,508,003 shares outstanding and a market capitalization of approximately $1.682 billion.
Copies of our filings may be obtained, without charge, by written request to Shareholder Relations, 100 Liberty Street, P.O.
Box 128, Warren, Pennsylvania 16365, or emailing shareholderrelations@northwest.com.
Our principal lending activities are the origination of loans secured by first mortgages on owner-occupied, one-to-four-family residences, shorter term consumer loans, and commercial business and commercial real estate loans.
Agreement to Acquire Penns Woods On December 16, 2024, the Company 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 the Company (the Merger ), with the Company as the surviving corporation in the merger.
Immediately after the effective time of the Merger (the Effective Time ), or at such later time as the Company determines, Penns Woods wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered state bank, and Jersey Shore State Bank, a Pennsylvania-chartered state bank, will merge with and into 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, the Company agreed 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) with Penns Woods director, Richard A.
Grafmyre, effective at the Effective Time and subject to the Company s standard corporate governance practices and standard director evaluation process.