Northwest Bancshares insider filing: 114,741 RSUs withdrawn; CEO maintains stake

Rhea-AI Filing Summary

Louis J. Torchio, President & CEO and director of Northwest Bancshares, Inc. (NWBI), filed a Form 4 reporting changes to his beneficial ownership on 08/20/2025. The filing shows a disposition of 114,741 restricted stock units that were originally granted December 20, 2024 and have since been withdrawn; the reported price is $0. After this transaction Mr. Torchio beneficially owns 167,841 shares directly. The filing also notes an indirect holding of 23,101.75 shares in a 401(k) plan that is not subject to Section 16 reporting. The Form 4 was signed by an attorney-in-fact for Mr. Torchio.

Positive

• Retains substantial direct ownership of 167,841 shares after the reported transaction
• Disclosure includes indirect 401(k) holdings of 23,101.75 shares, improving transparency

Negative

• 114,741 restricted stock units withdrawn reduces potential future equity compensation from the December 20, 2024 grant

Insights

Financial Analyst

TL;DR: Insider reported withdrawal of RSUs, reducing shareable units but retaining meaningful direct ownership of 167,841 shares.

The disclosed withdrawal of 114,741 restricted stock units reduces the pool of equity tied to the CEO from that grant; the filing reports no cash sale proceeds since the units were withdrawn at $0. Retaining 167,841 shares direct and holding additional 23,101.75 shares indirectly via a 401(k) suggests continued alignment with shareholders. This is a routine Section 16 report of a grant withdrawal rather than an open-market sale, so immediate valuation impact is likely limited.

Corporate Governance Expert

TL;DR: The Form 4 documents an administrative adjustment to insider equity, not a conventional divestiture, with no clear governance red flags.

The submission clarifies the nature of the transaction as restricted stock units withdrawn, which is different from a public sale and may reflect plan mechanics or forfeiture. The filing is properly executed by an attorney-in-fact and discloses both direct and indirect holdings, meeting disclosure norms. No unexpected leadership change or compensation dispute is evident from this single filing.

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
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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^*

Torchio Louis J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		D		114,741(1)	D	$0	167,841	D
Northwest Bancshares, Inc. Common Stock								23,101.75(2)	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. Represents restricted stock units granted to Mr. Torchio on December 20, 2024, which have since been withdrawn.

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

Remarks:

	Louis J. Torchio by Douglas M. Schosser, Attorney-in-Fact	08/20/2025
	** 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 did NWBI insider Louis J. Torchio report on 08/20/2025?

The Form 4 reports a disposition/withdrawal of 114,741 restricted stock units and shows he now directly beneficially owns 167,841 shares.

Was cash received from the transaction reported?

No cash proceeds are reported; the transaction lists a price of $0, with the filing explaining the items were withdrawn.

Does Mr. Torchio have indirect holdings in NWBI?

Yes, the filing discloses an indirect holding of 23,101.75 shares in a 401(k) plan, noted as not required for Section 16 reporting.

What roles does the reporting person hold at NWBI?

Louis J. Torchio is reported as both a Director and the President & CEO of Northwest Bancshares, Inc.

Who signed the Form 4?

The Form 4 was signed by Douglas M. Schosser, Attorney-in-Fact for Louis J. Torchio on 08/20/2025.