Northwest Bancshares (NWBI) officer has shares withheld for RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Commercial Banking Officer Jacques Marc DesMarteau had 1,741 shares of common stock withheld at $12.28 per share on March 9, 2026 to cover tax obligations from the vesting of restricted stock units. This was a tax-withholding disposition, not an open-market sale, and he now holds 46,224.589 shares directly.

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^*

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)
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		1,741	D	$12.28	46,224.589(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:

	Jacques M. DesMarteau by Douglas M. Schosser, Attorney-in-Fact	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 did Northwest Bancshares (NWBI) disclose in Jacques DesMarteau’s latest Form 4?

Northwest Bancshares reported that executive Jacques Marc DesMarteau had 1,741 shares of common stock withheld at $12.28 per share. The shares covered taxes due on vesting restricted stock units, and he continued to hold 46,224.589 shares directly afterward.

Was the Northwest Bancshares (NWBI) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy DesMarteau’s tax obligations on vesting restricted stock units, which is a routine, compensation-related event rather than a discretionary stock sale.

How many Northwest Bancshares (NWBI) shares were withheld for Jacques DesMarteau’s taxes?

The filing shows 1,741 shares of Northwest Bancshares common stock were withheld at $12.28 per share. These shares satisfied DesMarteau’s tax withholding obligations when his restricted stock units vested, according to the explanatory footnote included with the Form 4 disclosure.

How many Northwest Bancshares (NWBI) shares does Jacques DesMarteau hold after this Form 4 event?

After the tax-withholding transaction, DesMarteau directly holds 46,224.589 shares of Northwest Bancshares common stock. This figure reflects his position following the 1,741 shares withheld for taxes when his restricted stock units vested, as reported in the Form 4 filing.

What do the Form 4 footnotes say about Jacques DesMarteau’s RSUs at Northwest Bancshares (NWBI)?

The footnotes explain that the withheld shares covered tax obligations from vesting restricted stock units and that some holdings represent dividend equivalent rights on prior RSU grants. These dividend equivalents follow the same terms and conditions as the underlying RSUs described in the filing.