Northwest Bancshares (NWBI) credit chief uses cashless option exercise

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Credit Officer Thomas K. Creal IV exercised stock options and settled related obligations. On May 6, 2026, he exercised 10,733 stock options for Northwest Bancshares, Inc. common stock at $9.71 per share in a broker assisted cashless exercise.

In connection with this exercise, 7,397 shares were disposed of to cover the exercise price, withholding tax obligations, and broker fees and commissions. After these transactions, he directly owns 53,386.257 shares of common stock and indirectly holds 5,165.306 shares through a 401-K plan. A remaining 1,747 stock options at an exercise price of $9.71 per share are shown outstanding, expiring on May 20, 2030.

Insider Trade Summary

10,733 shares exercised/converted

Mixed 4 txns

Insider Creal Thomas K IV

Role Chief Credit Officer

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to Buy)	10,733	$9.71	$104K
Exercise	Northwest Bancshares, Inc. Common Stock	10,733	$9.71	$104K
Tax Withholding	Northwest Bancshares, Inc. Common Stock	7,397	$14.09	$104K
holding	Northwest Bancshares, Inc. Common Stock	--	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 1,747 shares (Direct, null); Northwest Bancshares, Inc. Common Stock — 60,783.257 shares (Direct, null); Northwest Bancshares, Inc. Common Stock — 5,165.306 shares (Indirect, 401-K)

Footnotes (1)

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Key Figures

Options exercised: 10,733 shares Exercise price: $9.71 per share Shares disposed for taxes and costs: 7,397 shares at $14.09 +3 more

6 metrics

Options exercised 10,733 shares Stock options for Northwest Bancshares, Inc. common stock exercised on May 6, 2026 at $9.71

Exercise price $9.71 per share Exercise or conversion price for 10,733 stock options exercised May 6, 2026

Shares disposed for taxes and costs 7,397 shares at $14.09 Disposition under code F to cover exercise price, withholding tax obligations, broker fees and commissions

Direct holdings after transactions 53,386.257 shares Total Northwest Bancshares, Inc. common stock directly owned following Form 4 transactions

Indirect 401-K holdings 5,165.306 shares Northwest Bancshares, Inc. common stock held indirectly through a 401-K plan after transactions

Remaining stock options 1,747 options at $9.71 Stock Options (Right to Buy) remaining after exercise; expiration May 20, 2030

Key Terms

broker assisted cashless exercise, withholding tax obligations, 401-K, Stock Options (Right to Buy), +1 more

5 terms

broker assisted cashless exercise financial

"pursuant to a broker assisted cashless exercise of fully vested stock options"

withholding tax obligations financial

"to cover the exercise price, withholding tax obligations and broker fees"

401-K financial

"nature_of_ownership": "401-K""

Stock Options (Right to Buy) financial

"security_title": "Stock Options (Right to Buy)""

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.

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^*

Creal Thomas K IV

(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 Credit Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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	05/06/2026		M		10,733	A	$9.71	60,783.257	D
Northwest Bancshares, Inc. Common Stock	05/06/2026		F		7,397(1)	D	$14.09	53,386.257	D
Northwest Bancshares, Inc. Common Stock								5,165.306	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
Stock Options (Right to Buy)	$9.71	05/06/2026		M			10,733	05/20/2020	05/20/2030	Northwest Bancshares, Inc. Common Stock	10,733	$9.71	1,747	D

Explanation of Responses:

1. Sale of shares to cover the exercise price, withholding tax obligations and broker fees and commissions, pursuant to a broker assisted cashless exercise of fully vested stock options.

Remarks:

	Thomas K. Creal IV by Douglas M. Schosser, Attorney-in-Fact	05/08/2026
	** 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 NWBI’s Chief Credit Officer report on this Form 4?

Thomas K. Creal IV reported exercising stock options and settling related obligations. He exercised 10,733 Northwest Bancshares, Inc. stock options at $9.71 per share, using a broker assisted cashless exercise that included disposing of shares to cover the exercise price, taxes, and fees.

How many Northwest Bancshares (NWBI) shares did the insider exercise and at what price?

The insider exercised 10,733 stock options at $9.71 per share. These options related to Northwest Bancshares, Inc. common stock and were part of a broker assisted cashless exercise structure, as disclosed in the Form 4 transaction details and accompanying footnote.

Why were 7,397 NWBI shares disposed of in this Form 4 filing?

7,397 shares were disposed of to cover exercise-related costs. The footnote states the shares were sold to pay the option exercise price, withholding tax obligations, and broker fees and commissions as part of a broker assisted cashless option exercise.

What are Thomas K. Creal IV’s NWBI share holdings after these transactions?

After the transactions, he directly owns 53,386.257 NWBI shares. He also indirectly holds 5,165.306 Northwest Bancshares, Inc. common shares through a 401-K plan, as reflected in the holding entry with indirect ownership classification.

How many Northwest Bancshares (NWBI) stock options remain after the exercise?

1,747 stock options remain outstanding after the exercise. These options have an exercise price of $9.71 per share and are scheduled to expire on May 20, 2030, according to the derivative transaction information in the Form 4.

Was this NWBI insider transaction an open-market sale or a tax-withholding event?

The disposition was tied to a cashless option exercise and tax obligations. The Form 4 uses code F and a footnote explains that shares were sold to cover the exercise price, withholding tax obligations, and broker commissions, rather than a discretionary open-market sale.