Northwest Bancshares (NASDAQ: NWBI) CEO has shares withheld for taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. President & CEO Louis J. Torchio reported a routine tax-related share disposition. On March 9, 2026, 4,672 shares of common stock were withheld to satisfy his tax withholding obligation upon the vesting of restricted stock units, rather than sold in the open market. Following this withholding, he directly holds 169,556.922 common shares and also reports an indirect 401‑K position of 24,254.279 shares, which includes dividend equivalent rights that accrue on previously granted RSUs and follow the same terms as those awards.

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

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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^*

Torchio Louis J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		4,672	D	$12.28	169,556.922(1)(2)	D
Northwest Bancshares, Inc. Common Stock								24,254.279(3)	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.

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:

	Louis J. Torchio 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) CEO Louis J. Torchio report in this Form 4?

Louis J. Torchio reported that 4,672 Northwest Bancshares common shares were withheld on March 9, 2026 to cover tax obligations from vesting restricted stock units. This was a tax-withholding disposition, not an open-market sale, and reflects routine equity compensation mechanics.

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

The transaction was not an open-market stock sale. Instead, 4,672 shares were withheld by the company to satisfy Louis J. Torchio’s tax withholding obligation when his restricted stock units vested, as described in the filing’s footnote, making it a routine compensation-related event.

How many Northwest Bancshares (NWBI) shares does CEO Louis J. Torchio hold after this filing?

After the tax withholding, Louis J. Torchio directly holds 169,556.922 Northwest Bancshares common shares. He also reports an indirect 401-K position of 24,254.279 shares, which includes dividend equivalent rights that accrue on previously granted restricted stock units under the same terms.

What is the significance of the 4,672 Northwest Bancshares (NWBI) shares in this Form 4?

The 4,672 shares represent stock withheld to pay Louis J. Torchio’s tax liability upon RSU vesting, priced at $12.28 per share. This reduces the number of shares he receives from the award but does not reflect a decision to sell shares on the open market.

What do the dividend equivalent rights mentioned in the Northwest Bancshares (NWBI) Form 4 mean?

Dividend equivalent rights are additional units that accrue on previously granted restricted stock units as dividends are paid. In this Form 4, they are reported in a 401-K holding and are subject to the same terms and conditions as the underlying RSUs awarded to Louis J. Torchio.

Why does the Northwest Bancshares (NWBI) Form 4 reference transactions not required under Section 16?

The filing notes that certain transactions are not required to be reported under Section 16 of the Exchange Act. This typically covers small or exempt adjustments, such as routine accruals, that do not trigger mandatory reporting thresholds but are still voluntarily disclosed for completeness.