Northwest Bancshares (NWBI) CEO awarded 40,782 shares in new RSU grant

Rhea-AI Filing Summary

Torchio Louis J reported acquisition or exercise transactions in this Form 4 filing.

Northwest Bancshares, Inc. President & CEO Louis J. Torchio received a grant of 40,782 shares of common stock on March 13, 2026 as a compensation award at no purchase price. One third of this restricted stock unit grant will vest each year on March 13, 2027, March 13, 2028, and March 13, 2029. After this award, he directly holds 210,338.922 common shares, in addition to 24,254.279 shares held indirectly through a 401-K plan.

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)
03/13/2026

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	03/13/2026		A		40,782(1)	A	$0	210,338.922	D
Northwest Bancshares, Inc. Common Stock								24,254.279	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. One third of this grant of RSU shares will vest each year beginning March 13, 2027 and on each March 13th thereafter through March 13, 2029.

Remarks:

	Louis J. Torchio by Douglas M. Schosser, Attorney-in-Fact	03/17/2026
	** 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 Louis J. Torchio?

Northwest Bancshares reported that President & CEO Louis J. Torchio received a grant of 40,782 shares of common stock on March 13, 2026. The shares were awarded as compensation at no purchase price, classified as a grant or award acquisition.

How do Louis J. Torchio’s new Northwest Bancshares (NWBI) shares vest?

The 40,782-share award to Louis J. Torchio vests in three equal installments. One third of this restricted stock unit grant will vest on March 13, 2027, with additional thirds vesting on March 13, 2028 and March 13, 2029, subject to the grant terms.

How many Northwest Bancshares (NWBI) shares does Louis J. Torchio hold after this Form 4?

Following the March 13, 2026 grant, Louis J. Torchio directly holds 210,338.922 shares of Northwest Bancshares common stock. He also has an indirect holding of 24,254.279 shares through a 401-K plan, as reflected in the Form 4 filing.

Was the Northwest Bancshares (NWBI) Form 4 for an open-market purchase or a grant?

The Form 4 shows a grant or award acquisition, not an open-market purchase. Louis J. Torchio received 40,782 shares of common stock at a price of $0.0000 per share, indicating a compensation-related restricted stock unit grant rather than a market transaction.

What does the indirect ownership entry in the Northwest Bancshares (NWBI) Form 4 represent?

The filing lists an indirect holding of 24,254.279 Northwest Bancshares shares for Louis J. Torchio, with the nature of ownership labeled “401-K.” This indicates shares credited to a retirement plan account, separate from his 210,338.922 directly held common shares.

Does the Northwest Bancshares (NWBI) Form 4 show any insider share sales?

The Form 4 does not report any insider sales. It shows one acquisition of 40,782 common shares categorized as a grant or award acquisition and an additional holding entry related to a 401-K plan, with no sell transactions listed in the transaction summary.