Northwest Bancshares (NWBI) CRO shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Risk Officer Gregory J. Betchkal reported compensation-related share movements tied to restricted stock units. On March 9, 2026, a total of 11,321 shares of common stock were withheld to satisfy his tax withholding obligations when RSUs vested, rather than sold in the open market. After these tax-withholding dispositions, he reported direct ownership of 76,704.082 common shares. Footnotes also note dividend equivalent rights that accrue on previously granted RSUs under the same terms as the underlying awards.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Betchkal Gregory J.

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Northwest Bancshares, Inc. Common Stock	2,891	$12.28	$36K
Tax Withholding	Northwest Bancshares, Inc. Common Stock	8,430	$12.28	$104K

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 85,134.082 shares (Direct)

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.

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^*

Betchkal Gregory 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Risk 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		2,891	D	$12.28	85,134.082(1)(2)	D
Northwest Bancshares, Inc. Common Stock	03/09/2026		F		8,430	D	$12.28	76,704.082(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.

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:

	Gregory J. Betchkal 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 did Northwest Bancshares (NWBI) insider Gregory J. Betchkal report on this Form 4?

Gregory J. Betchkal, Chief Risk Officer of Northwest Bancshares, reported share dispositions related to restricted stock units. The filing shows shares were withheld to cover tax obligations when RSUs vested, rather than representing open-market purchases or sales of the company’s stock.

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

A total of 11,321 Northwest Bancshares common shares were withheld for tax obligations. Two separate Form 4 line items, for 2,891 and 8,430 shares at $12.28 per share, are both coded as tax-withholding dispositions tied to restricted stock unit vesting.

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

No, the Form 4 does not show an open-market sale. Both transactions are coded as tax-withholding dispositions, meaning shares were delivered to satisfy tax liabilities from RSU vesting, a routine compensation-related event rather than a discretionary stock sale in the market.

How many Northwest Bancshares (NWBI) shares does Gregory J. Betchkal hold after the transactions?

Following the reported tax-withholding transactions, Gregory J. Betchkal is shown with 76,704.082 Northwest Bancshares common shares held directly. This figure reflects his direct ownership after the 11,321 shares were withheld to meet tax obligations arising from restricted stock unit vesting.

What do the dividend equivalent rights in the Northwest Bancshares (NWBI) Form 4 footnotes mean?

The footnotes explain that dividend equivalent rights accrued on previously granted RSUs. These rights mirror dividends on the underlying Northwest Bancshares shares and are subject to the same terms and conditions, effectively tracking value alongside the restricted stock units until they vest or are settled.

Why are these Northwest Bancshares (NWBI) Form 4 transactions coded with transaction code F?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, the code reflects that shares were withheld from Gregory J. Betchkal’s RSU vesting to cover tax withholding, a common administrative mechanism rather than an open-market trading decision.