Northwest Bancshares (NWBI) CFO settles RSU taxes with 2,264 withheld shares

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Financial Officer Douglas M. Schosser reported a routine tax-related share disposition. On March 9, 2026, 2,264 shares of Northwest Bancshares common stock were withheld at $12.28 per share to cover his tax obligation upon the vesting of restricted stock units. After this withholding, he directly holds about 64,499.559 shares, so the event reflects compensation and tax settlement rather than an open-market sale.

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

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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^*

Schosser Douglas M

(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 Financial 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		2,264	D	$12.28	64,499.559(1)(2)(3)	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.

3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:

	Douglas M. Schosser	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 insider transaction did Northwest Bancshares (NWBI) disclose for its CFO?

Northwest Bancshares disclosed that CFO Douglas M. Schosser had 2,264 shares withheld to cover taxes on vested restricted stock units. This was a compensation-related tax withholding, not an open-market purchase or sale, and is common for equity-based executive pay.

Was the Northwest Bancshares (NWBI) CFO’s Form 4 transaction a stock sale?

The CFO’s Form 4 did not report an open-market stock sale. Instead, 2,264 shares were withheld by the company at vesting to pay his tax liability on restricted stock units, a standard mechanism in equity compensation programs.

How many Northwest Bancshares (NWBI) shares were involved in the CFO’s tax withholding?

The filing shows 2,264 Northwest Bancshares common shares were withheld at $12.28 per share. These shares satisfied CFO Douglas M. Schosser’s tax obligation when restricted stock units vested, rather than being sold into the market as a discretionary trade.

How many Northwest Bancshares (NWBI) shares does the CFO hold after this Form 4?

After the reported tax-withholding transaction, CFO Douglas M. Schosser directly holds about 64,499.559 Northwest Bancshares shares. This indicates the withheld 2,264 shares represent a small portion of his total direct equity position with the company.

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

The F code indicates shares were used to pay an exercise price or tax liability. Here, it reflects shares withheld to cover the CFO’s tax obligation on vested restricted stock units, not a voluntary buy or sell decision in the open market.

Do dividend equivalent rights appear in the Northwest Bancshares (NWBI) CFO’s Form 4 footnotes?

A footnote explains that dividend equivalent rights have accrued on previously granted restricted stock units. These rights follow the same terms and conditions as the underlying RSUs, aligning their treatment with future vesting or settlement of those original awards.