Northwest Bancshares (NWBI) lending chief awarded 5,547 common shares in Form 4

Rhea-AI Filing Summary

McCarthy Brian Edward reported acquisition or exercise transactions in this Form 4 filing.

Northwest Bancshares, Inc. Chief Lending Officer Brian Edward McCarthy received a grant of 5,547 shares of Northwest Bancshares, Inc. common stock as a stock-based award, recorded at a price of $0.00 per share as compensation rather than a market purchase. After this award, he directly holds 14,729.509 shares. Footnotes explain that one third of the related RSU grant will vest each year beginning March 13, 2027 and continuing annually through March 13, 2029, and that certain shares represent dividend equivalent rights on previously granted RSUs, which follow the same terms as the underlying awards.

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

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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^*

McCarthy Brian Edward

(Last) (First) (Middle)

3 EASTON OVAL

SUITE 500

(Street)

COLMUBUS OH 43219

(City) (State) (Zip)

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 Lending Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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

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

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

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	03/13/2026		A		5,547(1)	A	$0	14,729.509(2)	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. One third of this grant of RSU shares will vest each year beginning March 13, 2027 and on each March 13th thereafter through March 13, 2029.

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:

	Brian E. McCarthy by Erin F. Siegfried, Attorney-in-Fact	03/17/2026
	** 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.

FAQ

What insider transaction did Northwest Bancshares (NWBI) report for Brian Edward McCarthy?

Northwest Bancshares reported that Chief Lending Officer Brian Edward McCarthy received a stock-based award of 5,547 shares of common stock. The shares were granted at $0.00 per share as compensation, not bought on the open market, and increased his direct holdings to 14,729.509 shares.

Was the Northwest Bancshares (NWBI) Form 4 transaction a purchase or a grant?

The Form 4 shows a grant or award acquisition, coded "A," rather than an open-market purchase. McCarthy acquired 5,547 shares at $0.00 per share as part of his compensation, which is classified as a grant/award, not a buy or sell transaction in the market.

How many Northwest Bancshares (NWBI) shares does Brian Edward McCarthy hold after this Form 4?

Following the reported grant, Brian Edward McCarthy directly holds 14,729.509 shares of Northwest Bancshares, Inc. common stock. This total includes the 5,547 newly awarded shares and reflects his direct ownership position after the March 13, 2026 compensation-related transaction.

What are the vesting terms for the RSUs mentioned in the Northwest Bancshares (NWBI) filing?

One footnote states that one third of the RSU grant will vest each year beginning March 13, 2027, then on March 13, 2028, and March 13, 2029. This creates a three-year vesting schedule tied to specific annual dates for the restricted stock units.

What are dividend equivalent rights mentioned in the Northwest Bancshares (NWBI) Form 4?

Dividend equivalent rights in the filing represent amounts accrued on RSUs previously granted to McCarthy. According to the footnote, these rights are subject to the same terms and conditions as the underlying RSUs, meaning they follow the same vesting and restriction schedule as those earlier awards.

Does the Northwest Bancshares (NWBI) Form 4 indicate any stock sales by Brian Edward McCarthy?

The Form 4 does not report any stock sales for this date. It records only an acquisition coded as a grant or award of 5,547 shares at $0.00 per share, increasing McCarthy’s direct holdings without any corresponding disposition transaction in this filing.