NWBI officer covers taxes with 243 shares

Northwest Bancshares, Inc. Chief Credit Officer Thomas K. Creal IV reported routine equity compensation activity.

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Credit Officer Thomas K. Creal IV reported routine equity compensation activity. The company withheld 243 shares of common stock at $13.89 per share to cover his tax obligation upon vesting of a restricted stock unit, rather than an open-market sale. After this tax-withholding disposition, he directly holds 53,008.991 common shares and indirectly holds 5,165.306 shares through a 401-K account. The filing also notes dividend equivalent rights that accrue on his previously granted restricted stock units.

Insider Trade Summary

Exercise Price or Tax Liability: 243 shares

Exercise Price or Tax Liability 2 txns

Insider Creal Thomas K IV

Role Chief Credit Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Northwest Bancshares, Inc. Common Stock	243	$13.89	$3K
holding	Northwest Bancshares, Inc. Common Stock	--	--	--

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 53,008.991 shares (Direct); Northwest Bancshares, Inc. Common Stock — 5,165.306 shares (Indirect, 401-K)

Footnotes (2)

1. F1. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit.
2. F2. 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.

Key Figures

Tax-withholding shares: 243 shares Tax-withholding price: $13.89 per share Direct holdings after transaction: 53,008.991 shares +1 more

4 metrics

Tax-withholding shares 243 shares Shares withheld to satisfy tax obligation on RSU vesting

Tax-withholding price $13.89 per share Value applied to withheld shares

Direct holdings after transaction 53,008.991 shares Common stock directly held after tax withholding

401-K indirect holdings 5,165.306 shares Common stock held indirectly through 401-K

Key Terms

restricted stock unit, tax withholding obligation, dividend equivalent rights, 401-K

4 terms

restricted stock unit financial

"upon the vesting of a restricted stock unit"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligation financial

"shares withheld to satisfy reporting person's tax withholding obligation"

dividend equivalent rights financial

"Represents dividend equivalent rights accrued on RSUs previously granted"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

401-K financial

"indirectly holds 5,165.306 shares through a 401-K account"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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 243 common shares withheld to satisfy taxes on a restricted stock unit vesting. This was a tax-withholding event, not an open-market sale, and reflects routine equity compensation activity.

Was the Northwest Bancshares (NWBI) Form 4 a stock sale by the insider?

The Form 4 does not show an open-market stock sale. Instead, 243 Northwest Bancshares shares were withheld to pay Thomas K. Creal IV’s tax obligation on vested restricted stock units, a standard non-market transaction typically tied to equity compensation.

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

After the reported transactions, Thomas K. Creal IV directly holds 53,008.991 Northwest Bancshares common shares and indirectly holds 5,165.306 shares via a 401-K account. These post-transaction balances are shown in the Form 4 ownership tables.

What price was used for the Northwest Bancshares (NWBI) tax-withholding shares?

The filing shows 243 Northwest Bancshares common shares withheld at a price of $13.89 per share. This reflects the value applied to cover Thomas K. Creal IV’s tax liability upon vesting of a restricted stock unit award.

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

Dividend equivalent rights in this filing represent amounts accrued on restricted stock units previously granted to Thomas K. Creal IV. The Form 4 notes these rights are subject to the same terms and conditions as the underlying restricted stock units, aligning their treatment over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 03:29 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 OHIO 43219

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		F		243	D	$13.89	53,008.991(1)(2)	D
Northwest Bancshares, Inc. Common Stock								5,165.306	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.

Remarks:

	Thomas K. Creal IV by Douglas M. Schosser, Attorney-in-Fact	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)