Penns Woods Bancorp, Inc. Announces “At-the-Market” Equity

WILLIAMSPORT, Pa., Sept. 13, 2023 (GLOBE NEWSWIRE) — Penns Woods Bancorp, Inc., (NASDAQ: PWOD) (the “Company”) announced today that it has filed with the Securities and Exchange Commission (SEC) a prospectus supplement to its existing shelf registration statement on Form S-3, under which it may offer and sell shares of its common stock having an aggregate offering price of up to $20 million from time to time through an “at-the-market” (ATM) equity offering program. The timing and amount of any sales will be determined by a variety of factors considered by the Company.

The shares will be offered through D.A. Davidson & Co., as sales agent. The sales agent may sell shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including without limitation, sales made directly on Nasdaq, on any other existing trading market for the shares, to or through a market maker or in negotiated transactions. Sales may be made at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and, as a result, sales prices may vary.

The prospectus supplement filed today adds to, updates or otherwise changes information contained in the existing prospectus contained in the Company’s shelf registration statement on Form S-3, which was declared effective by the SEC on July 18, 2023 (File No. 333-273018), for the offering of the securities covered by the registration statement. Prospective investors should read the prospectus, the prospectus supplement and other documents the Company has filed or submitted with the SEC (some of which are incorporated by reference into the prospectus and prospectus supplement) for more complete information about the Company and the ATM program, including the risks associated with investing in the Company. Investors may obtain copies of the prospectus supplement and accompanying prospectus relating to the offering without charge by visiting the SEC’s website at www.sec.gov. Alternatively, potential investors may contact Brian L. Knepp, the Company’s President and Chief Financial Officer, who will arrange to provide them with these documents, by telephone at (570) 320 – 2030 or by email at brian.knepp@pwod.com.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any shares of the Company, which is made only by means of a prospectus supplement and related prospectus. There will be no sale of shares in any jurisdiction in which the offer, solicitation of an offer to buy or sale would be unlawful.

Penns Woods Bancorp, Inc. is the parent company of Jersey Shore State Bank, which operates sixteen branch offices providing financial services in Lycoming, Clinton, Centre, Montour, Union, and Blair Counties, and Luzerne Bank, which operates eight branch offices providing financial services in Luzerne County, and United Insurance Solutions, LLC, which offers insurance products. Investment and insurance products are offered through Jersey Shore State Bank’s subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group.

This press release may contain certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are statements other than statements of historical fact. The Company cautions readers that the following important factors, among others, may have affected and could in the future affect actual results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non- bank providers of various financial services; (iv) the effect of changes in interest rates; (v) the effects of health emergencies, including the spread of infectious diseases or pandemics; or (vi) the effect of changes in the business cycle and downturns in the local, regional or national economies. For a list of other factors which could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, including “Item 1A. Risk Factors,” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Previous press releases and additional information can be obtained from the Company’s website at www.pwod.com.