Northwest Bancshares (NWBI) officer uses 159 shares to cover RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. executive James M. Colestro reported a routine tax-related share disposition tied to equity compensation. On May 20, 2026, 159 Northwest Bancshares common shares were withheld at $13.89 per share to satisfy his tax withholding obligation upon the vesting of a restricted stock unit, rather than sold in an open-market trade.

After this tax withholding event, he directly owned 37,011.373 shares of common stock and indirectly held 25,328.442 shares through a 401‑K plan. The filing also notes dividend equivalent rights accrued on previously granted RSUs, which follow the same terms as the underlying awards.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Colestro James M

Role Chief Retail Lending Officer

Type	Security	Shares	Price	Value
Tax Withholding	Northwest Bancshares, Inc. Common Stock	159	$13.89	$2K
holding	Northwest Bancshares, Inc. Common Stock	--	--	--

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 37,011.373 shares (Direct, null); Northwest Bancshares, Inc. Common Stock — 25,328.442 shares (Indirect, 401-K)

Footnotes (1)

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

Key Figures

Tax-withholding shares: 159 shares Withholding price: $13.89 per share Direct holdings after transaction: 37,011.373 shares +2 more

5 metrics

Tax-withholding shares 159 shares Withheld on May 20, 2026 to satisfy RSU tax obligation

Withholding price $13.89 per share Value used for tax-withholding disposition on 159 shares

Direct holdings after transaction 37,011.373 shares Direct ownership of Northwest Bancshares common stock after tax withholding

Indirect 401-K holdings 25,328.442 shares Indirect ownership through 401-K plan as of May 20, 2026

Tax-withholding count 1 transaction Single F-code tax-withholding disposition in this Form 4

Key Terms

restricted stock unit, dividend equivalent rights, tax withholding obligation, 401-K

4 terms

restricted stock unit financial

"tax withholding obligation upon the 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

"Represents 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

"shares withheld to satisfy reporting person's tax withholding obligation"

401-K financial

"indirectly through a 401-K plan"

Form 4 Insider Transactions: What Each Field Means →

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^*

Colestro James M

(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 Retail Lending Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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)

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)
			Code	V	Amount	(A) or (D)	Price
Northwest Bancshares, Inc. Common Stock	05/20/2026		F		159	D	$13.89	37,011.373(1)(2)	D
Northwest Bancshares, Inc. Common Stock								25,328.442	I	401-K

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

Remarks:

	James M. Colestro by Douglas M. Schosser, Attorney-in-Fact	05/22/2026
	** 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)

FAQ

What did Northwest Bancshares (NWBI) officer James M. Colestro report in this Form 4?

James M. Colestro reported a routine tax-withholding event, where 159 Northwest Bancshares shares were withheld to cover taxes on a restricted stock unit vesting, rather than an open-market sale. The filing updates his direct and indirect ownership positions after the transaction.

How many Northwest Bancshares (NWBI) shares were used to cover taxes and at what price?

The Form 4 shows 159 Northwest Bancshares common shares were withheld at $13.89 per share to satisfy James M. Colestro’s tax withholding obligation upon RSU vesting. This is coded as a tax-withholding disposition, not a discretionary market trade.

How many Northwest Bancshares (NWBI) shares does James M. Colestro hold after this filing?

Following the reported tax withholding, James M. Colestro directly holds 37,011.373 Northwest Bancshares common shares. He also indirectly owns 25,328.442 shares through a 401‑K plan, reflecting his updated total reported equity position in the company after the RSU vesting.

Is the Northwest Bancshares (NWBI) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy James M. Colestro’s tax obligation on a restricted stock unit vesting, a common administrative step for equity compensation awards.

What are dividend equivalent rights mentioned in the Northwest Bancshares (NWBI) filing?

The filing notes dividend equivalent rights accrued on previously granted RSUs to James M. Colestro. These rights mirror cash dividends on the underlying shares and are subject to the same terms and conditions as the restricted stock units from which they arise.