Northwest Bancshares officer surrenders shares to cover RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. (NWBI) Form 4 filing – 25 Jun 2025

Chief Commercial Banking Officer Jacques M. DesMarteau reported a Rule 16(a) transaction dated 24 Jun 2025. The filing shows a Code F transaction, meaning shares were withheld by the company to satisfy tax obligations triggered by the vesting of previously granted restricted stock units.

• Shares withheld (disposed): 2,215 common shares at an implied value of $12.19 each.
• Shares still beneficially owned: 46,266.121 common shares held directly after the withholding.
• No derivative security transactions were reported.

The disposition is administrative rather than an open-market sale, therefore it does not necessarily indicate a change in the insider’s view of the company. No other officers or directors were included in this filing, and there is no accompanying earnings or strategic information.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposition; neutral for valuation.

The Form 4 reflects an automatic share withholding (Code F) tied to RSU vesting, a common, non-discretionary practice. Only 2,215 shares—about 4.8% of Mr. DesMarteau’s post-vesting holdings—were surrendered, leaving him with 46,266.121 shares. Because the transaction was not an open-market sale and involves a modest amount, it provides limited insight into insider sentiment or the bank’s fundamentals. There are no derivative trades or additional disclosures that would materially affect NWBI’s risk profile or earnings outlook. Overall impact on investors is neutral.

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^*

DesMarteau Jacques Marc

(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 Comm. Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		F		2,215	D	$12.19	46,266.121(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.

Remarks:

	Jacques M. DesMarteau by Richard K. Laws, Attorney-in-Fact	06/25/2025
	** 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 insider transaction did NWBI report on 24 Jun 2025?

Chief Commercial Banking Officer Jacques M. DesMarteau had 2,215 shares withheld to cover taxes upon RSU vesting (Form 4, Code F).

How many Northwest Bancshares shares does Jacques M. DesMarteau own after the transaction?

He beneficially owns 46,266.121 NWBI common shares following the tax-withholding event.

What price was applied to the disposed shares?

The shares were valued at $12.19 each for withholding purposes.

What does transaction code "F" signify in a Form 4 filing?

Code F indicates shares surrendered to pay taxes related to the vesting of equity awards, not an open-market sale.

Were any derivative securities involved in this NWBI Form 4?

No. Table II showed no entries; the filing only covered common stock withheld for taxes.