Northwest Bancshares (NWBI) Chief Auditor has shares withheld for RSU taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Auditor Carey A. Barnum reported a routine tax-withholding transaction related to equity compensation. On the vesting of a restricted stock unit, 182 shares of Northwest Bancshares common stock were withheld at a price of $12.26 per share to cover tax obligations, rather than being sold on the open market. After this non-market disposition, Barnum’s directly held position stands at 7,504.757 shares of common stock.

Insights

Equity compensation and insider-transactions analyst

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

This filing shows Carey A. Barnum, Chief Auditor of Northwest Bancshares, Inc., had 182 common shares withheld at $12.26 per share to satisfy tax obligations upon restricted stock unit vesting. This is coded as an F transaction, a standard equity-compensation mechanism.

The transaction does not reflect an active decision to sell shares in the market and therefore carries weak informational value about management’s view of the stock. Following the withholding, Barnum holds 7,504.757 shares directly, indicating continued equity exposure after this routine compensation event.

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
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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^*

Barnum Carey A.

(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 Auditor

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		182	D	$12.26	7,504.757(1)	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.

Remarks:

	Carey A. Barnum 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 Carey A. Barnum?

Carey A. Barnum reported a routine tax-withholding transaction. 182 Northwest Bancshares common shares were withheld at $12.26 per share to cover taxes when a restricted stock unit vested, rather than being sold in the open market.

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

No, the Form 4 does not show an open-market sale. The 182 shares were withheld by the company to satisfy Carey A. Barnum’s tax obligations on vested restricted stock units, a standard non-market equity compensation event.

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

A total of 182 common shares were withheld for taxes. These shares, valued at $12.26 each, covered Carey A. Barnum’s tax liability arising from the vesting of a restricted stock unit award granted by Northwest Bancshares.

What is Carey A. Barnum’s share ownership in Northwest Bancshares (NWBI) after the transaction?

Carey A. Barnum holds 7,504.757 shares after the transaction. This figure reflects his direct ownership of Northwest Bancshares common stock following the 182-share tax-withholding disposition linked to the vesting of a restricted stock unit.

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

Transaction code F indicates a tax-withholding disposition. In this case, shares of Northwest Bancshares common stock were withheld to pay taxes due on a restricted stock unit vesting, instead of being sold by the insider in the open market.

What role does Carey A. Barnum hold at Northwest Bancshares (NWBI)?

Carey A. Barnum serves as Chief Auditor at Northwest Bancshares. The reported Form 4 transaction reflects shares withheld to cover his tax obligations on vested restricted stock units granted as part of his compensation package.