Northwest Bancshares (NWBI) officer covers RSU taxes with withheld shares

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Retail Lending Officer James M. Colestro reported a routine tax-related share disposition linked to restricted stock vesting. On March 9, 2026, 746 shares of common stock were withheld at $12.28 per share to cover his tax withholding obligation upon the vesting of restricted stock units. After this withholding, he directly held 32,138.02 shares of Northwest Bancshares common stock and indirectly held 25,328.442 shares through a 401-K plan, showing that the disposition is small relative to his overall position and was not 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^*

Colestro James 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 Retail Lending 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		746	D	$12.28	32,138.02(1)(2)(3)	D
Northwest Bancshares, Inc. Common Stock								25,328.442(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:

	James M. Colestro 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) executive James Colestro report on this Form 4?

James M. Colestro reported a tax-withholding disposition of Northwest Bancshares shares. The company withheld shares when his restricted stock units vested, using stock instead of cash to satisfy his tax obligation.

How many Northwest Bancshares (NWBI) shares were withheld for taxes in this filing?

The filing shows 746 shares of Northwest Bancshares common stock withheld at $12.28 per share. These shares covered James M. Colestro’s tax withholding obligation arising from the vesting of previously granted restricted stock units.

Was this Northwest Bancshares (NWBI) Form 4 an open-market sale by the executive?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. Shares were withheld automatically when restricted stock units vested, satisfying James M. Colestro’s tax liabilities instead of him selling shares in the market.

How many Northwest Bancshares (NWBI) shares does James Colestro hold after this tax withholding?

After the tax withholding, James M. Colestro directly holds 32,138.02 shares of Northwest Bancshares common stock and indirectly holds 25,328.442 shares through a 401-K plan, according to the reported post-transaction balances.

What do the footnotes in this Northwest Bancshares (NWBI) Form 4 explain?

The footnotes state that the 746 withheld shares satisfied James Colestro’s tax obligations on vesting RSUs, describe dividend equivalent rights on those RSUs, and note certain transactions that are not required to be reported under Section 16.

How does this Form 4 affect James Colestro’s overall exposure to Northwest Bancshares (NWBI)?

This Form 4 shows only a small reduction in shares due to tax withholding. James Colestro still holds substantial direct and 401-K positions in Northwest Bancshares common stock, so his overall equity exposure remains largely intact after the event.