Northwest Bancshares (NWBI) officer reports tax withholding of 1,509 RSU shares

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Credit Officer Thomas K. Creal IV reported a routine tax-related share disposition linked to equity compensation. On March 9, 2026, 1,509 shares of common stock were withheld at $12.28 per share to cover his tax obligation upon vesting of restricted stock units. After this withholding, he directly holds 44,717.257 common shares. The filing also shows indirect ownership of 5,165.306 shares through a 401‑K account, reflecting transactions that are not required to be reported under Section 16.

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^*

Creal Thomas K IV

(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 Credit 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		1,509	D	$12.28	44,717.257(1)(2)	D
Northwest Bancshares, Inc. Common Stock								5,165.306(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:

	Thomas K. Creal IV 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 Thomas K. Creal IV?

Northwest Bancshares reported that Chief Credit Officer Thomas K. Creal IV had 1,509 shares withheld to cover taxes on vested restricted stock units. This was a tax-withholding disposition, not an open-market sale, and is a standard mechanism for settling equity-related tax obligations.

Was the Northwest Bancshares (NWBI) Form 4 an open-market sale or a tax withholding?

The Form 4 reflects a tax withholding, not an open-market sale. 1,509 shares of Northwest Bancshares common stock were withheld at $12.28 per share to satisfy Creal’s tax obligation when his restricted stock units vested.

How many Northwest Bancshares (NWBI) shares does Thomas K. Creal IV hold after this filing?

After the reported tax withholding, Thomas K. Creal IV directly holds 44,717.257 shares of Northwest Bancshares common stock. The filing also lists 5,165.306 shares held indirectly in a 401-K account associated with him, giving investors a clearer view of his total reported position.

What do the Form 4 footnotes reveal about the Northwest Bancshares (NWBI) transaction?

The footnotes explain that the 1,509 shares were withheld to satisfy Creal’s tax obligation on vested restricted stock units. They also note dividend equivalent rights on prior RSU grants and indicate certain 401-K related transactions are not required to be reported under Section 16.

Does the Northwest Bancshares (NWBI) Form 4 indicate any option exercises or derivative transactions?

The Form 4 does not show any option exercises or derivative conversions. It records only a tax-withholding disposition tied to restricted stock unit vesting and an updated indirect 401-K holding balance, with no derivative transactions listed in the derivative summary.

How significant is the 1,509-share tax withholding for Northwest Bancshares (NWBI) investors?

The 1,509-share tax withholding is a routine administrative event tied to equity compensation. It does not represent a discretionary sale in the open market and primarily reflects how Creal pays taxes on his vested restricted stock units, rather than a change in investment outlook.