Northwest Bancshares (NWBI) executive has 1,202 shares withheld for taxes

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief Commercial Banking Officer Jacques Marc DesMarteau reported a routine tax-related share disposition. On the vesting of a restricted stock unit award, 1,202 shares of Northwest Bancshares common stock were withheld at a price of $12.21 per share to cover his tax obligation. This did not represent an open-market sale; instead, the company retained these shares for taxes. After this withholding, DesMarteau directly holds a reported total of 59,060.589 shares of Northwest Bancshares common stock.

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^*

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)
03/20/2026

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	03/20/2026		F		1,202	D	$12.21	59,060.589(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:

	Jacques M. DesMarteau by Douglas M. Schosser, Attorney-in-Fact	03/24/2026
	** 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 insider transaction did Northwest Bancshares (NWBI) report for Jacques Marc DesMarteau?

Northwest Bancshares reported that executive Jacques Marc DesMarteau had 1,202 shares withheld to pay taxes on a vesting restricted stock unit. The shares were retained by the company, and the event was a tax-withholding disposition rather than an open-market stock sale.

Was the Northwest Bancshares (NWBI) insider transaction an open-market stock sale?

No, the transaction was not an open-market sale. It was a Form 4 code F tax-withholding disposition, where 1,202 shares were withheld by the company to satisfy DesMarteau’s tax obligation when his restricted stock unit vested.

How many Northwest Bancshares (NWBI) shares does Jacques Marc DesMarteau hold after this filing?

After the tax-withholding transaction, Jacques Marc DesMarteau is reported to directly hold 59,060.589 shares of Northwest Bancshares common stock. This figure reflects his position following the 1,202 shares withheld for taxes on his restricted stock unit vesting.

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

Form 4 code F indicates shares were disposed of to cover exercise price or tax obligations. In this case, 1,202 Northwest Bancshares shares were withheld to satisfy DesMarteau’s tax withholding obligation tied to a restricted stock unit vesting, not a discretionary share sale.

What triggered the tax-withholding share disposition at Northwest Bancshares (NWBI)?

The disposition was triggered by the vesting of a restricted stock unit held by Jacques Marc DesMarteau. When the unit vested, 1,202 Northwest Bancshares shares were withheld at $12.21 per share to pay his associated tax withholding obligation, as explained in the filing footnote.