Northwest Bancshares (NWBI) officer logs RSU tax-withholding share disposition

Rhea-AI Filing Summary

Northwest Bancshares, Inc. executive Jacques Marc DesMarteau reported a routine tax-related share disposition. On the vesting of a restricted stock unit, 2,160 shares of common stock were withheld at $14.48 per share to cover his tax withholding obligation. Following this non‑market transaction, he directly holds 57,242.076 shares of Northwest Bancshares common stock, and related dividend equivalent rights on his RSUs remain subject to the same terms as the underlying awards.

Insights

Equity compensation specialist

Routine tax withholding on RSU vesting; no open-market trade.

Chief Commercial Banking Officer Jacques Marc DesMarteau had 2,160 shares of Northwest Bancshares, Inc. common stock withheld at $14.48 per share to satisfy taxes when a restricted stock unit vested. This is coded as an F transaction, meaning payment of tax liability by delivering securities.

The filing shows no open-market buying or selling; it reflects equity compensation mechanics rather than an investment decision. After this event, DesMarteau still directly owns 57,242.076 common shares, and dividend equivalent rights tied to prior RSU grants continue under the same terms as those awards.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DesMarteau Jacques Marc

Role Chief Comm. Banking Officer

Type	Security	Shares	Price	Value
Tax Withholding	Northwest Bancshares, Inc. Common Stock	2,160	$14.48	$31K

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 57,242.076 shares (Direct, null)

Footnotes (1)

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

Shares withheld for taxes: 2,160 shares Withholding price per share: $14.48 per share Shares owned after transaction: 57,242.076 shares

3 metrics

Shares withheld for taxes 2,160 shares Withheld on RSU vesting to satisfy tax obligation

Withholding price per share $14.48 per share Value used for tax-withholding disposition

Shares owned after transaction 57,242.076 shares Direct Northwest Bancshares common stock holdings post-transaction

Key Terms

restricted stock unit, dividend equivalent rights, tax withholding obligation

3 terms

restricted stock unit financial

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

dividend equivalent rights financial

"Represents dividend equivalent rights accrued on RSUs previously granted to the reporting person."

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.

tax withholding obligation financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 10:15 AM Accepted by SEC EDGAR 06/24/2026 - 10:15 AM 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^*

DesMarteau Jacques Marc

(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 Comm. Banking Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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	06/22/2026		F		2,160(1)	D	$14.48	57,242.076(2)	D

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:

	Jacques M. DesMarteau by Douglas M. Schosser, Attorney-in-Fact	06/24/2026
	** 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)

FAQ

What did Northwest Bancshares (NWBI) executive Jacques DesMarteau report in this Form 4?

Jacques Marc DesMarteau reported a tax-related share disposition. 2,160 Northwest Bancshares common shares were withheld at $14.48 each to cover his tax obligation upon vesting of a restricted stock unit, leaving him with 57,242.076 directly owned shares after the transaction.

Was the Northwest Bancshares (NWBI) Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not a market sale. Shares were retained by the issuer to satisfy Jacques Marc DesMarteau’s tax withholding on a vested restricted stock unit, rather than being sold on the open market to investors.

How many Northwest Bancshares (NWBI) shares were withheld for taxes and at what price?

The filing shows 2,160 Northwest Bancshares common shares withheld for tax purposes at a price of $14.48 per share. This reflects payment of the executive’s tax liability connected to a restricted stock unit vesting event, not a discretionary trading decision.

How many Northwest Bancshares (NWBI) shares does Jacques DesMarteau own after this transaction?

After the tax-withholding disposition, Jacques Marc DesMarteau directly owns 57,242.076 Northwest Bancshares common shares. This figure reflects his post-transaction holdings, indicating he continues to maintain a sizable equity position with the company following the RSU vesting event.

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

Dividend equivalent rights are credits that mirror dividends on restricted stock units. The filing notes these rights accrued on previously granted RSUs to Jacques Marc DesMarteau and are subject to the same terms and conditions as the underlying RSUs, aligning their treatment with the core award.