Northwest Bancshares (NWBI) CEO has 3,450 shares withheld for RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. President & CEO Louis J. Torchio reported a routine tax-related share disposition. On March 16, 2026, 3,450 shares of common stock were withheld at $12.26 per share to satisfy his tax obligation upon the vesting of a restricted stock unit, rather than being sold on the open market.

After this withholding, Torchio directly holds 206,888.922 common shares and indirectly holds 24,254.279 shares through a 401-K account. This reflects compensation-related activity and not an open-market buy or sell decision.

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^*

Torchio Louis J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		F		3,450	D	$12.26	206,888.922(1)	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. Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit.

Remarks:

	Louis J. Torchio by Douglas M. Schosser, Attorney-in-Fact	03/18/2026
	** 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 insider transaction did Northwest Bancshares (NWBI) report for Louis J. Torchio?

Northwest Bancshares reported that President & CEO Louis J. Torchio had 3,450 shares withheld to cover taxes on a vesting restricted stock unit. This is a compensation-related tax-withholding event, not an open-market purchase or sale of NWBI shares.

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

The Form 4 does not show an open-market stock sale by the CEO. Instead, 3,450 shares were withheld at $12.26 per share to satisfy Louis J. Torchio’s tax obligation when a restricted stock unit vested.

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

Following the reported tax withholding, Louis J. Torchio holds 206,888.922 NWBI common shares directly. He also has an additional 24,254.279 shares held indirectly through a 401-K account, according to the Form 4 disclosure.

What does the F transaction code mean in the Northwest Bancshares (NWBI) Form 4?

The F code in this Form 4 represents shares used to pay tax obligations or exercise prices. Here, it indicates 3,450 NWBI shares were withheld to satisfy Louis J. Torchio’s tax withholding when a restricted stock unit vested.

Is the Northwest Bancshares (NWBI) CEO’s Form 4 transaction a signal of bullish or bearish sentiment?

This Form 4 primarily reflects a tax-withholding event, not a discretionary trade. Shares were withheld upon RSU vesting, so it does not represent a traditional open-market buy or sell signal regarding Northwest Bancshares stock.

What indirect holdings of Northwest Bancshares (NWBI) stock does the CEO report?

In addition to his direct stake, Louis J. Torchio reports 24,254.279 NWBI common shares held indirectly through a 401-K account. This indirect position is listed as a holding entry, without any associated buy or sell transaction code.