Northwest Bancshares (NWBI) CIO has 496 shares withheld for RSU tax

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Information Officer Scott J. Watson reported a routine tax-related share disposition. On March 16, 2026, 496 shares of Northwest Bancshares common stock were withheld at $12.26 per share to satisfy his tax obligation upon vesting of a restricted stock unit award. After this withholding, he directly holds 55,136.63 shares of common stock.

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

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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^*

Watson Scott 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 Information Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		F		496	D	$12.26	55,136.63(1)	D

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.

Remarks:

	Scott J. Watson by Douglas M. Schosser, Attorney-in-Fact	03/18/2026
	** 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 insider transaction did Northwest Bancshares (NWBI) disclose for Scott J. Watson?

Northwest Bancshares disclosed that CIO Scott J. Watson had 496 shares withheld to cover taxes when a restricted stock unit vested. This is classified as a tax-withholding disposition, not an open-market sale, and reflects routine handling of equity-based compensation.

How many Northwest Bancshares (NWBI) shares were withheld for taxes in this Form 4?

The Form 4 shows that 496 shares of Northwest Bancshares common stock were withheld. The shares were valued at $12.26 each, satisfying Scott J. Watson’s tax withholding obligation triggered by the vesting of a restricted stock unit award.

Does the Northwest Bancshares (NWBI) Form 4 show an open-market sale by the CIO?

No, the Form 4 does not show an open-market sale. It reports a code F transaction, meaning 496 shares were withheld by the company to pay taxes on a vesting restricted stock unit, a standard non-market compensation-related event.

How many Northwest Bancshares (NWBI) shares does Scott J. Watson hold after this transaction?

After the tax-withholding transaction, Scott J. Watson directly holds 55,136.63 shares of Northwest Bancshares common stock. This figure reflects his position following the 496-share withholding tied to the vesting of a restricted stock unit award.

What does transaction code F mean in the Northwest Bancshares (NWBI) Form 4?

Transaction code F indicates shares were used to satisfy an exercise price or tax liability. In this case, 496 shares of Northwest Bancshares common stock were withheld to cover Scott J. Watson’s tax obligation when his restricted stock unit vested.