Northwest Bancshares (NASDAQ: NWBI) officer reports RSU tax share withholding

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Marketing and Communications Officer Devin T. Cygnar reported a routine tax-withholding transaction related to equity compensation. On March 9, 2026, 613 shares of Northwest Bancshares common stock were withheld at $12.28 per share to cover tax obligations upon vesting of restricted stock units, rather than sold on the open market.

After this transaction, Cygnar holds 15,124.671 shares directly, plus indirect holdings of 13,692.1279 shares in an IRA and 9,431.1280 shares in a 401(k). The filing also notes dividend equivalent rights accrued on previously granted restricted stock units, 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^*

Cygnar Devin T

(Last) (First) (Middle)

3 EASTON OVAL

SUITE 500

(Street)

COLUMBUS 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 Mktg/Comm. Officer

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

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	03/09/2026		F		613	D	$12.28	15,124.671(1)(2)	D
Northwest Bancshares, Inc. Common Stock								13,692.1279	I	IRA
Northwest Bancshares, Inc, Common Stock								9,431.128(3)	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.

3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	Devin T. Cygnar by Douglas M. Schosser, Attorney-in-Fact	03/11/2026
	** 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 Devin T. Cygnar?

Northwest Bancshares reported a tax-withholding disposition for Devin T. Cygnar. On March 9, 2026, 613 common shares were withheld at $12.28 per share to satisfy taxes due on the vesting of restricted stock units rather than through an open-market sale.

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

The Form 4 filing does not show an open-market sale. Instead, 613 shares were withheld to cover Devin T. Cygnar’s tax obligations upon RSU vesting, a standard equity-compensation mechanism that reduces net shares delivered without reflecting a discretionary decision to sell in the market.

How many Northwest Bancshares (NWBI) shares does Devin T. Cygnar hold after the reported transaction?

After the transaction, Devin T. Cygnar directly holds 15,124.671 Northwest Bancshares shares. The filing also shows indirect ownership of 13,692.1279 shares in an IRA and 9,431.1280 shares in a 401(k), providing a fuller picture of his total reported equity exposure.

What does the tax-withholding entry on the Northwest Bancshares (NWBI) Form 4 mean?

The tax-withholding entry reflects shares withheld instead of cash to pay taxes on RSU vesting. For Devin T. Cygnar, 613 shares were withheld at $12.28 per share, reducing the number of shares delivered but not indicating an open-market sale or new purchase decision.

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

Dividend equivalent rights represent amounts credited on RSUs as if dividends had been paid on the underlying shares. The filing notes these rights accrued on previously granted RSUs to Devin T. Cygnar and are subject to the same terms and conditions as the original restricted stock units.

Does the Northwest Bancshares (NWBI) Form 4 indicate any derivative exercises for Devin T. Cygnar?

The Form 4 data show no derivative exercises for Devin T. Cygnar in this filing. It reports one non-derivative tax-withholding disposition related to RSU vesting and two holding entries for indirect positions in an IRA and a 401(k) plan.