Northwest Bancshares corrects insider tax withholding

The amendment corrects the previously reported withholding amount and Gregory J. Betchkal’s share balance after the transactions.

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Form Type

4/A

Rhea-AI Filing Summary

Northwest Bancshares, Inc. (NWBI) Chief Risk Officer Gregory J. Betchkal reported 2,891 shares and 3,351 shares withheld on March 9, 2026, each at $12.28 per share, for tax withholding upon restricted stock unit vesting. The amendment corrects the previously reported withholding amount and share balance. A separate holding entry lists 5,000 shares held indirectly through an IRA.

Insider Trade Summary

Tax Withholding: 6,242 shares

Tax Withholding 3 txns

Insider Betchkal Gregory J.

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Northwest Bancshares, Inc. Common Stock ^{F1, F2}	2,891	$12.28	$36K
Tax Withholding	Northwest Bancshares, Inc. Common Stock ^{F3, F1}	3,351	$12.28	$41K
holding	Northwest Bancshares, Inc. Common Stock	--	--	--

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 81,783.082 shares (Direct); Northwest Bancshares, Inc. Common Stock — 5,000 shares (Indirect, IRA)

Footnotes (3)

F1. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit.
F2. Represents dividend equivalent rights accrued on RSUs previously granted to the reporting person. Dividend equivalent rights are subject to the same terms and conditions as the underlying RSUs.
F3. The reporting person's Form 4 filed on 3/11/26 incorrectly stated the number of shares withheld to satisfy tax withholding related to the vesting of a restricted stock unit award. This Form 4/A is being filed to amend the 3/11/26 Form 4 to report the correct number of shares withheld to satisfy tax withholding and to correct the reporting person's balance of shares following the transaction.

Key Figures

Shares withheld: 2,891 shares Shares withheld: 3,351 shares Withholding price per share: $12.28 per share +1 more

4 metrics

Shares withheld 2,891 shares Tax withholding upon restricted stock unit vesting on March 9, 2026

Shares withheld 3,351 shares Tax withholding related to restricted stock unit vesting on March 9, 2026

Withholding price per share $12.28 per share Both reported transactions on March 9, 2026

Indirect IRA holdings 5,000 shares Holding entry dated March 9, 2026

Key Terms

restricted stock unit, dividend equivalent rights, tax withholding obligation

3 terms

restricted stock unit financial

"vesting of a restricted stock unit"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

dividend equivalent rights financial

"Dividend equivalent rights accrued on RSUs previously granted"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

tax withholding obligation financial

"satisfy reporting person's tax withholding obligation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NWBI shares did Gregory J. Betchkal have withheld?

Gregory J. Betchkal reported 2,891 shares and 3,351 shares withheld on March 9, 2026, each at $12.28 per share, for tax withholding upon restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:11 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:10 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Betchkal Gregory J.

(Last)

(First)

(Middle)

3 EASTON OVAL

SUITE 500

(Street)

COLUMBUS

OHIO

43219

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Northwest Bancshares, Inc. [ NWBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/11/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Northwest Bancshares, Inc. Common Stock	03/09/2026		F		2,891	D	$12.28	85,134.082⁽¹⁾⁽²⁾	D
Northwest Bancshares, Inc. Common Stock	03/09/2026		F		3,351⁽³⁾	D	$12.28	81,783.082⁽¹⁾	D
Northwest Bancshares, Inc. Common Stock								5,000	I	IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit.

2. Represents dividend equivalent rights accrued on RSUs previously granted to the reporting person. Dividend equivalent rights are subject to the same terms and conditions as the underlying RSUs.

3. The reporting person's Form 4 filed on 3/11/26 incorrectly stated the number of shares withheld to satisfy tax withholding related to the vesting of a restricted stock unit award. This Form 4/A is being filed to amend the 3/11/26 Form 4 to report the correct number of shares withheld to satisfy tax withholding and to correct the reporting person's balance of shares following the transaction.

Remarks:

	Gregory J. Betchkal by Douglas M. Schosser, Attorney-in-Fact	10/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR