Northwest Bancshares (NWBI) Director Receives Restricted Stock Award

Rhea-AI Filing Summary

Richard A. Grafmyre, a director of Northwest Bancshares, Inc. (NWBI), reported an acquisition on 08/20/2025 of 3,585 shares of NWBI common stock at a price of $12.09 per share. After the reported transaction, Mr. Grafmyre beneficially owns 109,161 shares directly and 1,908 shares indirectly through his wife.

The filing notes these are restricted stock awards (RSAs) that will fully vest on August 20, 2026. The Form 4 was signed by an attorney-in-fact on 08/22/2025. No derivative transactions or other changes in ownership were reported in this filing.

Insights

Corporate Governance Expert

TL;DR: Routine insider restricted stock award to a director; vesting one year out signals retention alignment.

The Form 4 documents a non-derivative grant of 3,585 restricted shares to a director, with full vesting on August 20, 2026. From a governance perspective, RSAs for directors are a common retention and alignment mechanism that ties compensation to stock ownership. The filing is straightforward and contains no indications of accelerated vesting, sales, or pledging. The amount and vesting term are explicitly stated and consistent with routine director awards.

Securities Analyst

TL;DR: Transaction is a standard director equity grant; no immediate market-moving implications disclosed.

The Form 4 shows an acquisition at $12.09 per share and reports post-transaction beneficial ownership levels. There are no derivative instruments or dispositions reported. Given the information provided, this is a routine disclosure of compensation-related equity and does not by itself indicate a change in company fundamentals or capital structure. All data cited are explicit in the 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^*

Grafmyre Richard A

(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
	Officer (give title below)		Other (specify below)

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		A		3,585	A	$12.09	109,161(1)	D
Northwest Bancshares, Inc. Common Stock								1,908	I	Wife

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. This grant of RSA shares will fully vest on August 20, 2026.

Remarks:

	/s/ Richard A. Grafmyre by Douglas M. Schosser, Attorney-in-Fact	08/22/2025
	** 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 director Richard A. Grafmyre report on Form 4?

He reported acquiring 3,585 shares of NWBI common stock at $12.09 per share on 08/20/2025.

How many NWBI shares does Richard A. Grafmyre beneficially own after the transaction?

He beneficially owns 109,161 shares directly and 1,908 shares indirectly (through his wife).

Do the acquired NWBI shares have a vesting schedule?

Yes. The restricted stock award will fully vest on August 20, 2026, per the filing explanation.

When was the Form 4 filed for the NWBI transaction?

The transaction date is 08/20/2025 and the Form 4 was signed by attorney-in-fact on 08/22/2025.

Were any derivative securities or dispositions reported by Richard A. Grafmyre?

No. The filing reports a non-derivative acquisition only; no derivative transactions or dispositions are listed.