Northwest Bancshares (NWBI) officer reports routine tax withholding of shares

Rhea-AI Filing Summary

Northwest Bancshares, Inc. executive James M. Colestro reported routine share movements related to equity compensation on May 18, 2026. A total of 41 common shares were disposed of at $13.40 per share to satisfy tax withholding upon the vesting of a restricted stock unit, which is a non-market transaction rather than an open-market sale. Following this tax-withholding disposition, he held 37,024.0200 Northwest Bancshares common shares directly and 25,328.4420 shares indirectly through a 401-K account.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Colestro James M

Role Chief Retail Lending Officer

Type	Security	Shares	Price	Value
Tax Withholding	Northwest Bancshares, Inc. Common Stock	41	$13.40	$549.40
holding	Northwest Bancshares, Inc. Common Stock	--	--	--

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 37,024.02 shares (Direct, null); Northwest Bancshares, Inc. Common Stock — 25,328.442 shares (Indirect, 401-K)

Footnotes (1)

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Key Figures

Tax-withheld shares: 41 shares Tax-withholding price: $13.40 per share Direct holdings after transaction: 37,024.0200 shares +1 more

4 metrics

Tax-withheld shares 41 shares Withheld to satisfy tax obligation on RSU vesting

Tax-withholding price $13.40 per share Value used for 41 withheld shares

Direct holdings after transaction 37,024.0200 shares Common stock held directly by James M. Colestro

Indirect 401-K holdings 25,328.4420 shares Common stock held indirectly via 401-K account

Key Terms

restricted stock unit, tax-withholding disposition, 401-K, Form 4

4 terms

restricted stock unit financial

"upon the vesting of a restricted stock unit"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

401-K financial

"25,328.4420 shares indirectly through a 401-K account"

Form 4 regulatory

"The Northwest Bancshares (NWBI) Form 4 shows a tax-withholding disposition"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/19/2026 - 03:51 PM Accepted by SEC EDGAR 05/19/2026 - 03:51 PM Learn about SEC filing dates

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^*

Colestro James M

(Last) (First) (Middle)

3 EASTON OVAL

SUITE 500

(Street)

COLUMBUS OHIO 43219

(City) (State) (Zip)

UNITED STATES

(Country)

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 Retail Lending Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/18/2026		F		41	D	$13.4	37,024.02(1)	D
Northwest Bancshares, Inc. Common Stock								25,328.442	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.

Remarks:

	James M. Colestro by Douglas M. Schosser, Attorney-in-Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Northwest Bancshares (NWBI) report for James M. Colestro?

Northwest Bancshares reported that executive James M. Colestro had 41 common shares withheld at $13.40 per share to cover taxes on a restricted stock unit vesting. This is a tax-withholding disposition, not an open-market buy or sell transaction.

How many Northwest Bancshares (NWBI) shares does James M. Colestro hold after this Form 4?

After the reported activity, James M. Colestro directly holds 37,024.0200 Northwest Bancshares common shares. He also holds 25,328.4420 additional shares indirectly through a 401-K account, reflecting his ongoing equity exposure to the company following the tax-withholding event.

Was the Northwest Bancshares (NWBI) Form 4 a market sale by James M. Colestro?

No, the Form 4 shows a tax-withholding disposition, not a market sale. The 41 shares were withheld by the company to satisfy Colestro’s tax obligation tied to a restricted stock unit vesting, a standard administrative step in equity compensation.

What does the F transaction code mean in the Northwest Bancshares (NWBI) Form 4?

The F transaction code indicates shares were disposed of to pay an exercise price or tax liability. In this case, 41 Northwest Bancshares common shares were withheld to meet James M. Colestro’s tax obligation from a restricted stock unit vesting event.

How are James M. Colestro’s indirect Northwest Bancshares (NWBI) holdings structured?

James M. Colestro’s indirect holdings consist of 25,328.4420 Northwest Bancshares common shares held through a 401-K account. These shares are separate from his 37,024.0200 directly held shares and represent retirement-plan ownership, as disclosed in the Form 4 filing.