Northwest Bancshares (NWBI) officer uses 762 shares to cover RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief People Officer Kyle P. Kane reported a small tax-related share disposition. On the vesting of a restricted stock unit, 762 shares of Northwest Bancshares common stock were withheld at $12.28 per share to satisfy his tax withholding obligation, rather than being sold on the open market.

After this tax-withholding event, Kane directly holds 21,143.714 shares of Northwest Bancshares common stock, indicating that the disposition represents only a modest portion of his overall equity position.

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
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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^*

Kane Kyle P.

(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 People 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		762	D	$12.28	21,143.714(1)(2)	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.

Remarks:

	Kyle P. Kane 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 insider transaction did Northwest Bancshares (NWBI) report for Kyle P. Kane?

Northwest Bancshares reported that Chief People Officer Kyle P. Kane had 762 shares withheld to cover taxes upon vesting of a restricted stock unit. This was a tax-withholding disposition, not an open-market sale, and was recorded at $12.28 per share.

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

No. The Form 4 shows a tax-withholding disposition, where 762 shares were withheld to satisfy Kyle P. Kane’s tax obligation on a vesting restricted stock unit. The shares were not sold on the open market as a discretionary sale.

How many Northwest Bancshares (NWBI) shares does Kyle P. Kane hold after this Form 4 event?

Following the tax-withholding disposition, Kyle P. Kane directly holds 21,143.714 shares of Northwest Bancshares common stock. This indicates the 762 shares withheld for taxes represent a relatively small portion of his total reported holdings.

What does the tax-withholding code F mean in the Northwest Bancshares (NWBI) Form 4?

Code F indicates shares were disposed of to pay an exercise price or tax liability. Here, 762 shares of Northwest Bancshares stock were withheld to cover Kyle P. Kane’s tax obligation triggered by a restricted stock unit vesting event.

What do the dividend equivalent rights footnotes mean in the Northwest Bancshares (NWBI) filing?

The filing notes that dividend equivalent rights have accrued on previously granted restricted stock units to Kyle P. Kane. These rights follow the same terms and conditions as the underlying RSUs, aligning their treatment with the associated equity awards.