PWOD / Penns Woods Bancorp, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Penns Woods Bancorp, Inc.
US ˙ NasdaqGS ˙ US7084301032
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300YHEI1EIYO6OO67
CIK 716605
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Penns Woods Bancorp, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2025 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATIONAND NOTICE OFTERMINATION OF REGISTRATION UNDER SECTION 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTYTO FILE REPORTS UNDER SECTIONS 13AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATIONAND NOTICE OFTERMINATION OF REGISTRATION UNDER SECTION 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTYTO FILE REPORTS UNDER SECTIONS 13AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Penns Woods Bancorp, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077

July 28, 2025 S-8 POS

As filed with the Securities and Exchange Commission on July 28, 2025

As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.

July 28, 2025 S-8 POS

As filed with the Securities and Exchange Commission on July 28, 2025

As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.

July 28, 2025 S-8 POS

As filed with the Securities and Exchange Commission on July 28, 2025

As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.

July 28, 2025 S-8 POS

As filed with the Securities and Exchange Commission on July 28, 2025

As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.

July 28, 2025 S-8 POS

As filed with the Securities and Exchange Commission on July 28, 2025

As filed with the Securities and Exchange Commission on July 28, 2025 Registration No.

July 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 24, 2025 PENNS WOODS BANCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 24, 2025 PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation or organ

July 28, 2025 POS AM

As filed with the Securities and Exchange Commission July 28, 2025

As filed with the Securities and Exchange Commission July 28, 2025 Registration No.

July 28, 2025 S-3DPOS

As filed with the Securities and Exchange Commission July 28, 2025

As filed with the Securities and Exchange Commission July 28, 2025 Registration No.

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2025.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2025. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

April 25, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 25, 2025 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 25, 2025 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2025 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 25, 2025 Penns Woods Bancorp, Inc. Reports First Quarter 2025 Earnings Williamsport, PA — April 25, 2025 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $7.4 million for the three months ended March 31, 2025, resulting in basic earnings per share of $0.97 and diluted earnings per share of $0.95. Hi

April 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 22, 2025 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 22, 2025 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

March 13, 2025 EX-19.1

PENNS WOODS BANCORP, INC. POLICY ON MATERIAL NONPUBLIC INFORMATION AND PERSONAL INVESTING FOR DIRECTORS, OFFICERS AND EMPLOYEES Board Approval: PWB February 13, 2024, JSSB February 13, 2024; Luzerne February 22, 2024

Exhibit 19(i) PENNS WOODS BANCORP, INC. POLICY ON MATERIAL NONPUBLIC INFORMATION AND PERSONAL INVESTING FOR DIRECTORS, OFFICERS AND EMPLOYEES Board Approval: PWB February 13, 2024, JSSB February 13, 2024; Luzerne February 22, 2024 1 Penns Woods Bancorp, Inc. POLICY ON MATERIAL NONPUBLIC INFORMATION AND PERSONAL INVESTING FOR DIRECTORS, OFFICERS AND EMPLOYEES This Policy has been adopted by the Boa

March 13, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 13, 2025 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

March 13, 2025 EX-4.1

1

Exhibit 4(i) DESCRIPTION OF CAPITAL STOCK As of March 1, 2025, Penns Woods Bancorp, Inc.

February 24, 2025 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

January 29, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 29, 2025 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

January 29, 2025 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2024 Earnings

Exhibit 99.1 Press Release — For Immediate Release January 29, 2025 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2024 Earnings Williamsport, PA — January 29, 2025 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $17.7 million for the twelve months ended December 31, 2024, resulting in basic and diluted earnings per share of $2.35. Highlights •Net inco

December 20, 2024 EX-2.1

Agreement and Plan of Merger, dated as of December 16, 2024, by and between Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 16, 2024 by and between NORTHWEST BANCSHARES, INC. and PENNS WOODS BANCORP, INC. TABLE OF CONTENTS ARTICLE I Certain Definitions 2 1.01. Certain Definitions 2 ARTICLE II The Merger 11 2.01 The Parent Merger 11 2.02. Effectiveness of Parent Merger 12 2.03. Effective Date and Effective Time 12 2.04. Closing 13 2.05. The Subsidiary Bank Me

December 20, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 20, 2024 (December 16, 2024) Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of

December 20, 2024 EX-2.1

Agreement and Plan of Merger, dated as of December 16, 2024, by and between Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of December 16, 2024 by and between NORTHWEST BANCSHARES, INC. and PENNS WOODS BANCORP, INC. TABLE OF CONTENTS ARTICLE I Certain Definitions 2 1.01. Certain Definitions 2 ARTICLE II The Merger 11 2.01 The Parent Merger 11 2.02. Effectiveness of Parent Merger 12 2.03. Effective Date and Effective Time 12 2.04. Closing 13 2.05. The Subsidiary Bank Me

December 20, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 20, 2024 (December 16, 2024) Date of Report (Date of earliest event report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 20, 2024 (December 16, 2024) Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of

December 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 17, 2024 (December 16, 2024) Date of Report (Date of earliest event report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 17, 2024 (December 16, 2024) Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of

December 17, 2024 EX-99.1

& Merger Investor Presentation Acquisition of Penns Woods Bancorp, Inc. December 17, 2024 NASDAQ: NWBI | NASDAQ: PWOD

Exhibit 99.1 & Merger Investor Presentation Acquisition of Penns Woods Bancorp, Inc. December 17, 2024 NASDAQ: NWBI | NASDAQ: PWOD Forward - looking Statements and Additional Information This presentation contains forward - looking statements within the meaning of the federal securities laws relating to the proposed merger with Penns Woods Bancorp, Inc. (“PWOD”) by Northwest Bancshares, Inc. (“Nor

December 17, 2024 EX-99.2

Northwest Bancshares, Inc. Announces Agreement to Acquire Penns Woods Bancorp, Inc.

Exhibit 99.2 Filed by Northwest Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Penns Woods Bancorp, Inc. Commission File No. 0-17077 NEWS RELEASE December 17, 2024 Northwest Bancshares, Inc. Penns Woods Bancorp, Inc. 3 Easton Oval, Suite 500 300 Market Street Columbus, OH 432

December 17, 2024 EX-99.1

Investor Presentation issued by Penns Woods Bancorp, Inc. on December 17, 2024.

Exhibit 99.1 & Merger Investor Presentation Acquisition of Penns Woods Bancorp, Inc. December 17, 2024 NASDAQ: NWBI | NASDAQ: PWOD Forward - looking Statements and Additional Information This presentation contains forward - looking statements within the meaning of the federal securities laws relating to the proposed merger with Penns Woods Bancorp, Inc. (“PWOD”) by Northwest Bancshares, Inc. (“Nor

December 17, 2024 EX-99.2

Press release issued by Penns Woods Bancorp, Inc. on December 17, 2024.

Exhibit 99.2 Filed by Northwest Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Penns Woods Bancorp, Inc. Commission File No. 0-17077 NEWS RELEASE December 17, 2024 Northwest Bancshares, Inc. Penns Woods Bancorp, Inc. 3 Easton Oval, Suite 500 300 Market Street Columbus, OH 432

December 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 17, 2024 (December 16, 2024) Date of Report (Date of earliest event report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 17, 2024 (December 16, 2024) Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of

November 26, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 26, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

November 26, 2024 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. November 2024 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2024.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2024. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

October 24, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 24, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 24, 2024 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2024 Earnings

Exhibit 99.1 Press Release — For Immediate Release October 24, 2024 Penns Woods Bancorp, Inc. Reports Third Quarter 2024 Earnings Williamsport, PA — October 24, 2024 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $14.0 million for the nine months ended September 30, 2024, resulting in basic and diluted earnings per share of $1.86. Highlights •Net income

August 30, 2024 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. August 2024 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and si

August 30, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 30, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commi

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2024.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2024. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 25, 2024 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2024 Earnings

Exhibit 99.1 Press Release — For Immediate Release July 25, 2024 Penns Woods Bancorp, Inc. Reports Second Quarter 2024 Earnings Williamsport, PA — July 25, 2024 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $9.2 million for the six months ended June 30, 2024, resulting in basic and diluted earnings per share of $1.22. Highlights •Net income, as reporte

July 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 25, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 25, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

June 4, 2024 EX-10.4

Amendment No. 3 to Employment Agreement, dated as of June 3, 2024, between Penns Woods Bancorp, Inc. and Richard A. Grafmyre.

Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Amendment No. 3) THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of June 3, 2024, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, and RICHARD A. GRAFMYRE, an adult individual (“Executive”). WITNESSETH: WHEREAS, Penns Woods and Executive are parties to an amended and restated

June 4, 2024 EX-99.1

PENNS WOODS BANCORP, INC. AMENDS CEO GRAFMYRE CONTRACT

Exhibit 99.1 PENNS WOODS BANCORP, INC. AMENDS CEO GRAFMYRE CONTRACT Williamsport, PA – June 4, 2024 Penns Woods Bancorp, Inc. (NASDAQ:PWOD) announced today that a mutual agreement has been reached with its Chief Executive Officer, Richard A. Grafmyre CFP®, to amend Mr. Grafmyre’s employment agreement. The amendment was agreed upon after conducting a review of reported compensation data for the Com

June 4, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 3, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissi

May 30, 2024 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. May 2024 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and simil

May 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 30, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 30, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissi

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2024.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2024. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

May 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 7, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissio

April 25, 2024 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2024 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 25, 2024 Penns Woods Bancorp, Inc. Reports First Quarter 2024 Earnings Williamsport, PA — April 25, 2024 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $3.8 million for the three months ended March 31, 2024, resulting in basic and diluted earnings per share of $0.51. Highlights •Net income, as rep

April 25, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

March 26, 2024 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 13, 2024 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

March 13, 2024 EX-97

PENNS WOODS BANCORP, INC. CLAWBACK POLICY

Exhibit 97 PENNS WOODS BANCORP, INC. CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of Penns Woods Bancorp, Inc. (the “Company”) to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this p

March 13, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 13, 2024 EX-4

DESCRIPTION OF CAPITAL STOCK

Exhibit 4(i) DESCRIPTION OF CAPITAL STOCK As of March 1, 2024, Penns Woods Bancorp, Inc.

February 28, 2024 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. February 2024 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and

February 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 28, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 28, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

January 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 29, 2024 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

January 29, 2024 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter and Year Ended 2023 Earnings

Exhibit 99.1 Press Release — For Immediate Release January 29, 2024 Penns Woods Bancorp, Inc. Reports Fourth Quarter and Year Ended 2023 Earnings Williamsport, PA — January 29, 2024 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $16.6 million for the twelve months ended December 31, 2023, resulting in basic and diluted earnings per share of $2.34. Highl

December 15, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 12, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

December 15, 2023 EX-10.2

Amendment No. 2 to Employment Agreement, dated December 12, 2023, between Penns Woods Bancorp, Inc. and Richard A. Grafmyre (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on December 15, 2023).

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Amendment No. 1) THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated December 12, 2023, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, and RICHARD A. GRAFMYRE, an adult individual (“Executive”). WITNESSETH: WHEREAS, Penns Woods and Executive are parties to an amended and restated e

November 30, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 30, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

November 30, 2023 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. November 2023 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2023.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2023. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

October 25, 2023 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2023 Earnings

Exhibit 99.1 Press Release — For Immediate Release October 25, 2023 Penns Woods Bancorp, Inc. Reports Third Quarter 2023 Earnings Williamsport, PA — October 25, 2023 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $11.1 million for the nine months ended September 30, 2023, resulting in basic and diluted earnings per share of $1.56 and $1.53. Highlights •

October 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 25, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 25, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

September 13, 2023 424B5

Up to $20,000,000 Common Stock

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-273018 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 18, 2023) Up to $20,000,000 Common Stock We have entered into an equity distribution agreement (the “equity distribution agreement”) with D.A. Davidson & Co. (the “sales agent” or “Davidson”) relating to the sale of shares of our common stock, par value $5.55 per share,

September 13, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2023 PENNS WOODS BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Pennsylvania 000-17077 23-2226454 (State or Other Jurisdiction of Incorporation) (C

September 13, 2023 EX-1.1

Equity Distrib ution Agreement, dated September 13, 2023, among Penns Woods Bancorp, Inc., Jersey Shore State Bank, Luzerne Bank, and D.A. Davidson & Co.

Exhibit 1.1 Penns Woods Bancorp, Inc. $20,000,000 of Common Stock (par value $5.55 per share) Equity Distribution Agreement September 13, 2023 D.A. Davidson & Co. 757 3rd Ave Suite 1902 New York, NY 10017 Ladies and Gentlemen: Penns Woods Bancorp, Inc., a Pennsylvania corporation (the “Company”), Jersey Shore State Bank, a Pennsylvania chartered bank (“Jersey Shore”), and Luzerne Bank, a Pennsylva

September 11, 2023 EX-99.1

1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. September 2023T:\tm2325328-3\tm2325328-3_8kseq1

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. September 2023T:\tm2325328-3\tm2325328-38kseq1 2 Forward - Looking Information Certain statements contained in this presentation are forward - looking in nature . These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as

September 11, 2023 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 (September 7, 2023) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or

September 7, 2023 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. September 2023 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and

September 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 7, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 7, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2023.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2023. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 25, 2023 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2023 Earnings

Exhibit 99.1 Press Release — For Immediate Release July 25, 2023 Penns Woods Bancorp, Inc. Reports Second Quarter 2023 Earnings Williamsport, PA — July 25, 2023 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $8.8 million for the six months ended June 30, 2023, resulting in basic and diluted earnings per share of $1.25. Highlights •Net income, as reporte

July 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 25, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 25, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 13, 2023 CORRESP

PENNS WOODS BANCORP, INC. 300 Market Street P.O. Box 967 Williamsport, Pennsylvania 17703-0967 July 14, 2023

PENNS WOODS BANCORP, INC. 300 Market Street P.O. Box 967 Williamsport, Pennsylvania 17703-0967 July 14, 2023 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Aisha Adegbuyi Re: Penns Woods Bancorp, Inc. Registration Statement on Form S-3 File No. 333-273018 Ladies and Gentlemen: Penns Woods Bancorp, Inc. (the “Company”) h

June 29, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Penns Woods Bancorp, Inc.

June 29, 2023 EX-4.1

Form of Indenture for Senior Indebtedness

EXHIBIT 4.1 PENNS WOODS BANCORP, INC. AS ISSUER AND [], AS TRUSTEE INDENTURE DATED AS OF [, ] SENIOR DEBT SECURITIES CROSS-REFERENCE SHEET* between Provisions of Sections 310 through 318 of the Trust Indenture Act of 1939, as amended, and the within Indenture between PENNS WOODS BANCORP, INC. and [], Trustee: SECTION OF ACT SECTION OF INDENTURE 310(a)(1) and (2) 7.09 310(a)(3) and (4) Not applicab

June 29, 2023 S-3D

As filed with the Securities and Exchange Commission on June 29, 2023 Registration No. -____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _

As filed with the Securities and Exchange Commission on June 29, 2023 Registration No.

June 29, 2023 EX-FILING FEES

Filing Fee Calculation

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Penns Woods Bancorp, Inc.

June 29, 2023 EX-4.2

Form of Indenture for Subordinated Indebtedness

EXHIBIT 4.2 PENNS WOODS BANCORP, INC. AS ISSUER AND [], AS TRUSTEE INDENTURE DATED AS OF [, ] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE SHEET* Provisions of Sections 310 through 318 of the Trust Indenture Act of 1939, as amended, and the within Indenture between Penns Woods Bancorp, Inc. and [], Trustee: SECTION OF ACT SECTION OF INDENTURE 310(a)(1) and (2) 7.09 310(a)(3) and (4) Not applicable

June 29, 2023 S-3

As filed with the U.S. Securities and Exchange Commission on June 29, 2023

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 29, 2023 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PENNS WOODS BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Pennsylvania (State or other jurisdiction of incorporation or

May 26, 2023 EX-99.1

2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually us

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. May 2023 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and simil

May 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 26, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissi

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 16, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 16, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissi

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2023.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2023. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

May 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissi

April 28, 2023 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2023 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 28, 2023 Penns Woods Bancorp, Inc. Reports First Quarter 2023 Earnings Williamsport, PA — April 28, 2023 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $4.7 million for the three months ended March 31, 2023, resulting in basic earnings per share of $0.66 and diluted earnings per share of $0.64. Hi

April 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 28, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 28, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

March 24, 2023 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 15, 2023 EX-4.1

Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2022.

Exhibit 4(i) DESCRIPTION OF CAPITAL STOCK As of March 1, 2023, Penns Woods Bancorp, Inc.

March 15, 2023 EX-21

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

March 15, 2023 EX-3.1

Articles of Incorporation of Penns Woods Bancorp, Inc. (incorporated by reference to Exhibit 3(i) to the Annual Report on Form 10-K for the year ended December 31, 2022).

Exhibit 3(i) ARTICLES OF INCORPORATION, AS AMENDED 1. The name of the corporation is Penns Woods Bancorp, Inc. 2. The location and post office address of the initial registered office of the corporation in this Commonwealth is 115 S. Main Street, Jersey Shore, Pennsylvania 17740. 3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the follo

March 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 1, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

March 1, 2023 EX-99.1

1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. February 2023 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectiv

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. February 2023 2 Forward-Looking Information Certain statements contained in this presentation are forward-looking in nature. These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe" and

January 30, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 30, 2023 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

January 30, 2023 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter and Year Ended 2022 Earnings

Exhibit 99.1 Press Release — For Immediate Release January 30, 2023 Penns Woods Bancorp, Inc. Reports Fourth Quarter and Year Ended 2022 Earnings Williamsport, PA — January 30, 2023 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $17.4 million for the twelve months ended December 31, 2022, resulting in basic and diluted earnings per share of $2.47. Highl

December 16, 2022 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 13, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

December 16, 2022 EX-3.1

Amendment to Article 13 of the Articles of Incorporation

Exhibit 3.1 Text of Amended and Restated Article 13 of the Articles of Incorporation ?13. No merger, consolidation, liquidation or dissolution of the corporation nor any action that would result in the sale or other disposition of all or substantially all of the assets of the corporation shall be valid unless first approved by the affirmative vote of the holders of at least sixty-six and 2/3 perce

December 16, 2022 EX-99.1

2 Forward - Looking Information Certain statements contained in this presentation are forward - looking in nature . These include all statements about PWB’s plans, objectives, expectations and other statements that are not historical facts, and usual

Exhibit 99.1 1 Creating Success by Delivering Solutions Penns Woods Bancorp, Inc. December 2022 2 Forward - Looking Information Certain statements contained in this presentation are forward - looking in nature .. These include all statements about PWB?s plans, objectives, expectations and other statements that are not historical facts, and usually use words such as "expect," "anticipate," "believe

November 9, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?????) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2022.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2022. ? Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

November 9, 2022 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 8, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

November 9, 2022 EX-99.1

Penns Woods Bancorp, Inc. Announces Temporary Adjournment of Special Meeting of Shareholders (Scheduled to reconvene on December 13, 2022 at 9:00 a.m.)

Exhibit 99.1 Press Release ? For Immediate Release November 9, 2022 Penns Woods Bancorp, Inc. Announces Temporary Adjournment of Special Meeting of Shareholders (Scheduled to reconvene on December 13, 2022 at 9:00 a.m.) Williamsport, PA - November 9, 2022 - Penns Woods Bancorp, Inc., (NASDAQ: PWOD) (the ?Company?) announced today that its special meeting of shareholders convened on November 8, 202

October 21, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 21, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 21, 2022 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2022 Earnings

Exhibit 99.1 Press Release ? For Immediate Release October 21, 2022 Penns Woods Bancorp, Inc. Reports Third Quarter 2022 Earnings Williamsport, PA ? October 21, 2022 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $12.9 million for the nine months ended September 30, 2022, resulting in basic and diluted earnings per share of $1.83. Highlights ?Net income

September 27, 2022 8-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 27, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Co

September 6, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

DEF 14A 1 tm2224204d2def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Co

August 23, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?????) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2022.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2022. ? Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 15, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 21, 2022 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2022 Earnings

Exhibit 99.1 Press Release ? For Immediate Release July 21, 2022 Penns Woods Bancorp, Inc. Reports Second Quarter 2022 Earnings Williamsport, PA ? July 21, 2022 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $7.7 million for the six months ended June 30, 2022, resulting in basic and diluted earnings per share of $1.08. Highlights ?Net income, as reporte

July 21, 2022 EX-10.2

Amendment No. 1 to Employment Agreement, dated July 15, 2022, between Penns Woods Bancorp, Inc. and Richard A. Grafmyre (incorporated by reference to Exhibit 10.2 of the Registrant's Current Report on Form 8-K filed on July 21, 2022).

Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT, made as of the 15th day of July 2022, by and between PENNS WOODS BANCORP, INC. (?Penns Woods?), a Pennsylvania business corporation, and RICHARD A. GRAFMYRE, and adult individual (?Executive?). BACKGROUND 1. Penns Woods and Executive are presently parties to an amended and restated employment agreement, dated as

July 21, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 21, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 21, 2022 EX-10.4

Amendment to Employment Agreement, dated July 15, 2022, between Penns Woods Bancorp, Inc. and Brian l. Knepp.

Exhibit 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT, made as of the 15th day of July 2022, by and between PENNS WOODS BANCORP, INC. (?Penns Woods?), a Pennsylvania business corporation, and BRIAN L. KNEPP, and adult individual (?Executive?). BACKGROUND 1. Penns Woods and Executive are presently parties to an amended and restated employment agreement, dated as of D

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2022.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2022. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

April 28, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 26, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 21, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 21, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 21, 2022 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2022 Earnings

Exhibit 99.1 Press Release ? For Immediate Release April 21, 2022 Penns Woods Bancorp, Inc. Reports First Quarter 2022 Earnings Williamsport, PA ? April 21, 2022 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $3.4 million for the three months ended March 31, 2022, resulting in basic and diluted earnings per share of $0.49. Highlights ?Net income, as rep

March 24, 2022 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 11, 2022 8-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 11, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

March 9, 2022 EX-4.1

DESCRIPTION OF CAPITAL STOCK

Exhibit 4(i) DESCRIPTION OF CAPITAL STOCK As of March 1, 2022, Penns Woods Bancorp, Inc.

March 9, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 9, 2022 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

January 26, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 26, 2022 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

January 26, 2022 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2021 Earnings

Exhibit 99.1 Press Release ? For Immediate Release January 26, 2022 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2021 Earnings Williamsport, PA ? January 26, 2022 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $16.0 million for the twelve months ended December 31, 2021, resulting in basic and diluted earnings per share of $2.27. Highlights ?Net inco

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2021.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2021. ? Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

October 22, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 22, 2021 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 22, 2021 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2021 Earnings

Exhibit 99.1 Press Release ? For Immediate Release October 22, 2021 Penns Woods Bancorp, Inc. Reports Third Quarter 2021 Earnings Williamsport, PA ? October 22, 2021 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $11.2 million for the nine months ended September 30, 2021, resulting in basic and diluted earnings per share of $1.58. Highlights ?Net income

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2021.

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2021. ? Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 21, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 21, 2021 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 21, 2021 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2021 Earnings

Exhibit 99.1 Press Release ? For Immediate Release July 21, 2021 Penns Woods Bancorp, Inc. Reports Second Quarter 2021 Earnings Williamsport, PA ? July 21, 2021 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $7.0 million for the six months ended June 30, 2021, resulting in basic and diluted earnings per share of $1.00. Highlights ?Net income, as reporte

May 10, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2021. ? Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

April 27, 2021 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 27, 2021 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 21, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 21, 2021 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 21, 2021 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2021 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 21, 2021 Penns Woods Bancorp, Inc. Reports First Quarter 2021 Earnings Williamsport, PA — April 21, 2021 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $3.4 million for the three months ended March 31, 2021, resulting in basic and diluted earnings per share of $0.49. Highlights •Net income, as rep

March 23, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 11, 2021 EX-3.2

Bylaws of Penns Woods Bancorp, Inc. (incorporated by reference to Exhibit 3(ii) to the Annual

Exhibit 3 (ii)

March 11, 2021 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

March 11, 2021 EX-4.1

DESCRIPTION OF CAPITAL STOCK

Exhibit 4(i) DESCRIPTION OF CAPITAL STOCK As of March 1, 2021, Penns Woods Bancorp, Inc.

March 11, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 10, 2021 EX-10.1

Amended and Restated Employment Agreement, dated March 9, 2021, between Penns Woods Bancorp, Inc. and Richard A. Grafmyre (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 10, 2021).

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated March 9, 2021, between PENNS WOODS BANCORP, INC. (?Penns Woods?), a Pennsylvania business corporation, and RICHARD A. GRAFMYRE, an adult individual (?Executive?). WITNESSETH: WHEREAS, Penns Woods, Jersey Shore State Bank, a wholly owned banking subsidiary of Penns Woods (?JSSB?), and Execut

March 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 9, 2021 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

January 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 29, 2021 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

January 29, 2021 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2020 Earnings

Exhibit 99.1 Press Release — For Immediate Release January 29, 2021 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2020 Earnings Williamsport, PA — January 29, 2021 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $15.2 million for the twelve months ended December 31, 2020, resulting in basic and diluted earnings per share of $2.16. Highlights •Net inco

November 9, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2020. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

October 26, 2020 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2020 Earnings

Exhibit 99.1 Press Release — For Immediate Release October 26, 2020 Penns Woods Bancorp, Inc. Reports Third Quarter 2020 Earnings Williamsport, PA — October 26, 2020 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $11.3 million for the nine months ended September 30, 2020, resulting in basic and diluted earnings per share of $1.61. Highlights •Net income

October 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 26, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 1, 2020 EX-10.2

Supplemental Executive Retirement Plan dated as of September 25, 2020, effective September 1, 2020, between Jersey Shore State Bank and Aron Carter

Exhibit 10.2 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”), adopted this 25th day of September 2020, by and between Jersey Shore State Bank (the “Employer”) and Brian Knepp (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive. WITNESSETH: WHEREAS, the Executive is employed by the Employer; WHER

October 1, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 25, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Co

October 1, 2020 EX-10.1

Supplemental Executive Retirement Plan dated as of September 25, 2020, effective September 1, 2020, between Jersey Shore State Bank and Brian Knepp

Exhibit 10.1 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Agreement”), adopted this 25th day of September 2020, by and between Jersey Shore State Bank (the “Employer”) and Aron Carter (the “Executive”), formalizes the agreements and understanding between the Employer and the Executive. WITNESSETH: WHEREAS, the Executive is employed by the Employer; WHER

August 10, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2020. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 22, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 22, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 22, 2020 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2020 Earnings

Exhibit 99.1 Press Release — For Immediate Release July 22, 2020 Penns Woods Bancorp, Inc. Reports Second Quarter 2020 Earnings Williamsport, PA — July 22, 2020 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $6.8 million for the six months ended June 30, 2020, resulting in basic and diluted earnings per share of $0.97. Highlights • Net income, as report

May 28, 2020 S-8

- S-8

As filed with the Securities and Exchange Commission on May 28, 2020 Registration No.

May 28, 2020 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on May 28, 2020 Registration No.

May 8, 2020 EX-3.II

Bylaws of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(ii) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

Exhibit 3 (ii) BYLAWS OF Penns Woods Bancorp, inc. ARTICLE I. MEETINGS OF SHAREHOLDERS. Section 101. Place of Meetings. All meetings of the shareholders shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors from time to time. Notwithstanding the preceding sentence, if a meeting of the shareholders is held by mean

May 8, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2020. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

April 29, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 28, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 23, 2020 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2020 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 23, 2020 Penns Woods Bancorp, Inc. Reports First Quarter 2020 Earnings Williamsport, PA — April 23, 2020 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. achieved net income of $3.1 million for the three months ended March 31, 2020, resulting in basic and diluted earnings per share of $0.44 and $0.43, respectively. Highli

April 23, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 23, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 6, 2020 DEFA14A

PWOD / Penns Woods Bancorp, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

April 6, 2020 EX-99.1

Penns Woods Bancorp, Ind. to Hold Previously Announced April 28, 2020 Annual Meeting of shareholders by Virtual Means Due to Coronavirus Concerns

Exhibit 99.1 Penns Woods Bancorp, Ind. to Hold Previously Announced April 28, 2020 Annual Meeting of shareholders by Virtual Means Due to Coronavirus Concerns Williamsport, PA - April 6, 2020 - Penns Woods Bancorp, Inc. (Nasdaq: PWOD) Penns Woods Bancorp, Inc. (the “Company”) today announced that, due to the continuing public health concerns relating to the coronavirus (COVID-19) pandemic, and to

April 6, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 6, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

April 6, 2020 EX-3.1

Amendments to Section 101 and Section 105 of the Company’s bylaws.

Exhibit 3.1 Text of Amended and Restated Sections 101 and 105 of Article I of Bylaws (Revisions Shown by Underlining) Section 101: “Section 101. Place of Meetings. All meetings of the shareholders shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors from time to time. Notwithstanding the preceding sentence, if a

March 23, 2020 EX-1.2

Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B of the Registrant’s definitive proxy statement filed March 23, 2020).

EX-1.2 3 exb1.htm EXHIBIT 1.2 Appendix B PENNS WOODS BANCORP, INC. 2020 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN 1. Purpose. The purpose of the Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation Plan (the “Plan”) is to advance the interests of Penns Woods Bancorp, Inc. (the “Corporation”) by aligning the interests of the Corporation and its shareholders with (i) members of the board

March 23, 2020 EX-1.1

Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix A of the Registrant’s definitive proxy statement filed March 23, 2020).

Appendix A Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan ARTICLE 1. PURPOSE OF THE PLAN; TYPES OF AWARDS 1.1 Purpose. The Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan is intended to provide selected employees and non‑employee directors of Penns Woods Bancorp, Inc. (the “Corporation”) and its Subsidiaries with an opportunity to acquire Common Stock or receive Awards that are measured

March 23, 2020 DEF 14A

PWOD / Penns Woods Bancorp, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 23, 2020 EX-1.3

VOTE BY INTERNET - www.investorvote.com/pwod.com Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 PM Eastern Time on April 27, 2020. Have your proxy card in hand when you access the web site

EX-1.3 4 exc1.htm EXHIBIT 1.3 VOTE BY INTERNET - www.investorvote.com/pwod.com Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 PM Eastern Time on April 27, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE -

March 11, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 11, 2020 EX-4.1

DESCRIPTION OF CAPITAL STOCK

EX-4.1 2 ex4i.htm EXHIBIT 4.1 Exhibit 4(i) DESCRIPTION OF CAPITAL STOCK As of March 1, 2020, Penns Woods Bancorp, Inc. (the “Corporation”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, $5.55 par value per share (the “Common Stock”). The following summarizes the provisions of the Common Stock under the articles of incorpora

March 11, 2020 EX-21

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

January 28, 2020 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2019 Earnings

Exhibit 99.1 Press Release — For Immediate Release January 28, 2020 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2019 Earnings Williamsport, PA — January 28, 2020 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by deposit growth, achieved net income of $15.7 million for the twelve months ended December 31, 2019, resulting in basic and diluted earnings per share

January 28, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 28, 2020 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

November 8, 2019 EX-3.1

You’ve Exceeded the SEC’s Traffic Limit

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

November 8, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2019. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

October 24, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 24, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 24, 2019 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2019 Earnings

Exhibit 99.1 Press Release — For Immediate Release October 24, 2019 Penns Woods Bancorp, Inc. Reports Third Quarter 2019 Earnings Williamsport, PA — October 24, 2019 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by deposit growth, achieved net income of $12.8 million for the nine months ended September 30, 2019, resulting in basic and diluted earnings per share of

October 1, 2019 EX-3.2

Amendments to the Articles of Incorporation of Penns Woods Bancorp, Inc. as filed with the Department of State of the Commonwealth of Pennsylvania and effective September 30, 2019.

EX-3.2 2 a19-181922ex3d2.htm EX-3.2 Exhibit 3.2 Article 5 of the Articles of Incorporation is hereby amended and restated in its entirety to read as follows: “5. The corporation shall have authority to issue (i) twenty-two million, five hundred thousand (22,500,000) shares of common stock, par value $5.55 per share, and (ii) three million (3,000,000) shares of preferred stock, having such par valu

October 1, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 30, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Co

September 3, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 3, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

September 3, 2019 EX-99.1

PENNS WOODS BANCORP, INC. ANNOUNCES STOCK SPLIT

EX-99.1 2 a19-181921ex99d1.htm EX-99.1 Exhibit 99.1 PENNS WOODS BANCORP, INC. ANNOUNCES STOCK SPLIT Williamsport, PA — Richard A. Grafmyre CFP®, Chief Executive Officer of Penns Woods Bancorp, Inc., (NASDAQ:PWOD) has announced that the Company’s Board of Directors approved a 3 for 2 stock split on September 3, 2019. The split will increase shares outstanding by 50% or approximately 2,346,462 share

August 15, 2019 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 13, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commi

August 9, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2019. ☐ Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

August 9, 2019 EX-10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.1 2 ex101-2q19.htm EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of the 23rd day of July 2019, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, JERSEY SHORE STATE BANK (“JSSB”), a Pennsylvania banking institution and wholly owned subsidiary of Penns Woods (Penns Woods and JSSB are sometimes referred to herein collectivel

July 23, 2019 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 23, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incor

July 23, 2019 EX-99

Penns Woods Bancorp, Inc. Reports Second Quarter 2019 Earnings

Exhibit 99.1 Corrected Press Release - Penns Woods Bancorp, Inc. Reports Second Quarter 2019 Earnings Williamsport, PA - July 23, 2019 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) - This press release corrects the prior version of the press release distributed on July 23, 2019. The consolidated (unaudited) statement of income included with the prior version of the press release inadvertently listed

July 23, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 23, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 23, 2019 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2019 Earnings

Exhibit 99.1 Press Release — For Immediate Release July 23, 2019 Penns Woods Bancorp, Inc. Reports Second Quarter 2019 Earnings Williamsport, PA — July 23, 2019 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $8.2 million for the six months ended June 30, 2019, resulting in basic and diluted earnings per share of $1

June 3, 2019 EX-10.2

Amendment No. 1 to Amended and Restated Employment Agreement between Penns Woods Bancorp, Inc., Jersey Shore State Bank, and Richard A. Grafmyre, dated May 31, 2019.

EX-10.2 2 a19-110131ex10d2.htm EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Amendment No. 1) THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated May 31, 2019, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, JERSEY SHORE STATE BANK (“JSSB”), a Pennsylvania banking institution and wholly owned subsidiary of Penns Woods (

June 3, 2019 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 31, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commissi

May 10, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2019. o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

April 25, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 23, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 22, 2019 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2019 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 22, 2019 Penns Woods Bancorp, Inc. Reports First Quarter 2019 Earnings Williamsport, PA — April 22, 2019 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $3.9 million for the three months ended March 31, 2019, resulting in basic and diluted earnings per share o

April 22, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 22, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

March 22, 2019 DEF 14A

PWOD / Penns Woods Bancorp, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 12, 2019 10-K

PWOD / Penns Woods Bancorp, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 12, 2019 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

March 12, 2019 EX-3.1

Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018).

EX-3.1 2 ex31-201810xk.htm EXHIBIT 3.1 Exhibit 3 (i) ARTICLES OF INCORPORATION, AS AMENDED 1. The name of the corporation is Penns Woods Bancorp, Inc. 2. The location and post office address of the initial registered office of the corporation in this Commonwealth is 115 S. Main Street, Jersey Shore, Pennsylvania 17740. 3. The corporation is incorporated under the Business Corporation Law of the Co

January 28, 2019 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2018 Earnings

Exhibit 99.1 Press Release — For Immediate Release January 28, 2019 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2018 Earnings Williamsport, PA — January 28, 2019 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $14.7 million for the twelve months ended December 31, 2018, resulting in basic and diluted earnings p

January 28, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 28, 2019 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

December 31, 2018 EX-10.(I)

10(i) Employment Agreement, dated December 31, 2018, by and between Penns Woods Bancorp, Inc. and Brian L. Knepp.

EX-10.(I) 2 a18-422131ex10di.htm EX-10.(I) Exhibit 10(i) AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made the 31st day of December 2018, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, and BRIAN L. KNEPP, an adult individual (“Executive”). WITNESSETH: WHEREAS, Penns Woods and Executive are parties to an amended a

December 31, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 31, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

November 8, 2018 10-Q

PWOD / Penns Woods Bancorp, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2018. o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

October 19, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 19, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 19, 2018 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2018 Earnings

Exhibit 99.1 Press Release — For Immediate Release October 19, 2018 Penns Woods Bancorp, Inc. Reports Third Quarter 2018 Earnings Williamsport, PA — October 19, 2018 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $10.5 million for the nine months ended September 30, 2018, resulting in basic and diluted earnings per

September 28, 2018 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 27, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Co

September 28, 2018 EX-10.1

Amended and Restated Employment Agreement between Penns Woods Bancorp, Inc., Jersey Shore State Bank, and Richard A. Grafmyre, dated October 1, 2018.

EX-10.1 2 a18-360851ex10d1.htm EX-10.1 EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated October 1, 2018, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, JERSEY SHORE STATE BANK (“JSSB”), a Pennsylvania banking institution and wholly owned subsidiary of Penns Woods (Penns Woods and JSSB are sometimes

August 8, 2018 10-Q

PWOD / Penns Woods Bancorp, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2018. o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 20, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 20, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commiss

July 20, 2018 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2018 Earnings

EX-99.1 2 ex991-2q18.htm EXHIBIT 99.1 Exhibit 99.1 Press Release — For Immediate Release July 20, 2018 Penns Woods Bancorp, Inc. Reports Second Quarter 2018 Earnings Williamsport, PA — July 20, 2018 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $6.7 million, for the six months ended June 30, 2018 resulting in basi

May 10, 2018 10-Q

PWOD / Penns Woods Bancorp, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 2018. o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANC

April 27, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 24, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 19, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 19, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Commis

April 19, 2018 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2018 Earnings

Exhibit 99.1 Press Release — For Immediate Release April 19, 2018 Penns Woods Bancorp, Inc. Reports First Quarter 2018 Earnings Williamsport, PA — April 19, 2018 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $3.2 million, for the three months ended March 31, 2018 resulting in basic and dilutive earnings per share

March 23, 2018 DEF 14A

PWOD / Penns Woods Bancorp, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 13, 2018 10-K

PWOD / Penns Woods Bancorp, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 13, 2018 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania United Insurance Solutions, LLC Pennsylvania

January 30, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 30, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporati

January 30, 2018 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2017 Earnings

Exhibit Exhibit 99.1 Press Release ? For Immediate Release January 30, 2018 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2017 Earnings Williamsport, PA ? January 30, 2018 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc., supported by loan and deposit growth, achieved net income of $9.8 million , for the twelve months ended December 31, 2017 resulting in basic and dilutive e

January 11, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 11, 2018 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

November 17, 2017 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Brian L.

November 15, 2017 8-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 14, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

November 8, 2017 10-Q

PWOD / Penns Woods Bancorp, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2017. o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS

November 2, 2017 EX-10.I

Employment Agreement, dated October 30, 2017, by and between Penns Woods Bancorp, Inc., and Brian L. Knepp.

EX-10.I 2 a17-250311ex10di.htm EX-10.I Exhibit 10(i) EMPLOYMENT AGREEMENT THIS AGREEMENT, made the 30th day of October 2017, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, and BRIAN L. KNEPP, an adult individual (“Executive”). WITNESSETH: WHEREAS, Executive is presently employed by Penns Woods and Jersey Shore State Bank as their Senior Vice President and C

November 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 30, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Comm

October 20, 2017 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2017 Earnings

Exhibit Exhibit 99.1 Press Release — For Immediate Release October 20, 2017 Penns Woods Bancorp, Inc. Reports Third Quarter 2017 Earnings Williamsport, PA — October 20, 2017 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. continued its solid earnings, supported by loan and deposit growth, achieving net income of $9,057,000 for the nine months ended September 30, 2017 resulting

October 20, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 20, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporati

August 8, 2017 10-Q

PWOD / Penns Woods Bancorp, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2017. o Transition report pursuant to Section 13 or 15 (d) of the Exchange Act For the Transition Period from to . No. 0-17077 (Commission File Number) PENNS WOODS BANCO

July 20, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 20, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation)

July 20, 2017 EX-99.1

Penns Woods Bancorp, Inc. Reports Second Quarter 2017 Earnings

Exhibit Exhibit 99.1 Press Release ? For Immediate Release July 20, 2017 Penns Woods Bancorp, Inc. Reports Second Quarter 2017 Earnings Williamsport, PA ? July 20, 2017 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. continued its solid earnings, supported by loan and deposit growth, achieving net income of $5,772,000 for the six months ended June 30, 2017 resulting in basic a

May 9, 2017 10-Q

Penns Woods Bancorp 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 1, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 25, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation

April 18, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 April 18, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation

April 18, 2017 EX-99.1

Penns Woods Bancorp, Inc. Reports First Quarter 2017 Earnings

Exhibit Exhibit 99.1 Press Release ? For Immediate Release April 18, 2017 Penns Woods Bancorp, Inc. Reports First Quarter 2017 Earnings Williamsport, PA ? April 18, 2017 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. continued its solid earnings, supported by loan and deposit growth, achieving net income of $2,686,000 for the three months ended March 31, 2017 resulting in bas

March 24, 2017 DEF 14A

Penns Woods Bancorp DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement

March 10, 2017 10-K

Penns Woods Bancorp 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC.

March 10, 2017 EX-10.VI

EMPLOYMENT AGREEMENT

EX-10.VI 3 ex10vipwod.htm EXHIBIT 10.VI Exhibit 10(vi) EMPLOYMENT AGREEMENT THIS AGREEMENT, made the 1st day of February 2014, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, JERSEY SHORE STATE BANK (“JSSB”), a Pennsylvania banking institution and wholly owned subsidiary of Penns Woods (Penns Woods and JSSB are sometimes referred to herein collectively as th

March 10, 2017 EX-10.V

EMPLOYMENT AGREEMENT

EX-10.V 2 ex10vpwod.htm EXHIBIT 10.V Exhibit 10(v) EMPLOYMENT AGREEMENT THIS AGREEMENT, made the 1st day of February 2014, between PENNS WOODS BANCORP, INC. (“Penns Woods”), a Pennsylvania business corporation, JERSEY SHORE STATE BANK (“JSSB”), a Pennsylvania banking institution and wholly owned subsidiary of Penns Woods (Penns Woods and JSSB are sometimes referred to herein collectively as the “E

March 10, 2017 EX-21

Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The

Exhibit 21 Subsidiaries of the Registrant State or Jurisdiction Under the Law of Which Organized Jersey Shore State Bank Pennsylvania Luzerne Bank Pennsylvania Woods Real Estate Development Company, Inc. Pennsylvania Woods Investment Company, Inc. Delaware The M Group (subsidiary of the Jersey Shore State Bank) Pennsylvania

March 3, 2017 8-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 28, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation) (Com

January 26, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 26, 2017 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporati

January 26, 2017 EX-99.1

Penns Woods Bancorp, Inc. Reports Fourth Quarter 2016 Earnings

Exhibit Exhibit 99.1 Press Release ? For Immediate Release January 26, 2017 Penns Woods Bancorp, Inc. Reports Fourth Quarter 2016 Earnings Williamsport, PA ? January 26, 2017 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. continued its solid earnings, supported by loan and deposit growth, achieving net income of $12,475,000 for the twelve months ended December 31, 2016 result

November 9, 2016 10-Q

Penns Woods Bancorp 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 21, 2016 EX-99.1

Penns Woods Bancorp, Inc. Reports Third Quarter 2016 Earnings

Exhibit Exhibit 99.1 Press Release ? For Immediate Release October 21, 2016 Penns Woods Bancorp, Inc. Reports Third Quarter 2016 Earnings Williamsport, PA ? October 21, 2016 - Penns Woods Bancorp, Inc. (NASDAQ: PWOD) Penns Woods Bancorp, Inc. continued its solid earnings, supported by loan and deposit growth, achieving net income of $9,529,000 for the nine months ended September 30, 2016 resulting

October 21, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 21, 2016 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporati

August 9, 2016 10-Q

Penns Woods Bancorp 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 9, 2016 10-Q

Penns Woods Bancorp 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 21, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 21, 2016 Date of Report (Date of earliest event reported) PENNS WOODS BANCORP, INC. (Exact name of registrant as specified in its charter) Pennsylvania 000-17077 23-2226454 (State or other jurisdiction of incorporation)

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