Northwest Bancshares (NWBI) CPO has shares withheld for tax on RSUs

Rhea-AI Filing Summary

Northwest Bancshares, Inc. Chief People Officer Kyle P. Kane reported a small tax‑related share withholding. On January 27, 2026, 96 shares of Northwest Bancshares common stock were withheld at $12.76 per share to cover tax obligations upon vesting of a restricted stock award.

After this transaction, Kane beneficially owned 21,802.99 shares directly. Footnotes explain that separate dividend equivalent rights were received on RSUs, which follow the same terms as the underlying restricted stock units.

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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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^*

Kane Kyle P.

(Last) (First) (Middle)

3 EASTON OVAL

SUITE 500

(Street)

COLUMBUS OH 43219

(City) (State) (Zip)

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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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

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

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

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	01/27/2026		F		96	D	$12.76	21,802.99(1)(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 award.

2. Reflects dividend equivalent rights received pursuant to a cash dividend on RSUs held by the reporting person. Dividend equivalent rights are subject to the same terms and conditions as the underlying RSUs.

Remarks:

	Kyle P. Kane by Douglas M. Schosser, Attorney-in-Fact	01/29/2026
	** 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.

FAQ

What insider transaction did Northwest Bancshares (NWBI) report?

Northwest Bancshares reported an insider tax-related share withholding by Chief People Officer Kyle P. Kane. On January 27, 2026, 96 common shares were withheld at $12.76 per share to satisfy tax obligations tied to a restricted stock award vesting.

Who is the insider in this Northwest Bancshares (NWBI) Form 4 filing?

The insider is Kyle P. Kane, Chief People Officer of Northwest Bancshares, Inc. The filing lists Kane as an officer, not a director or 10% owner, and reports one non-derivative transaction in company common stock on January 27, 2026.

How many Northwest Bancshares (NWBI) shares were affected in the Form 4?

The Form 4 shows 96 Northwest Bancshares common shares withheld to cover taxes. These shares were withheld at a price of $12.76 each, reducing the position to a reported 21,802.99 directly owned shares after the transaction.

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

Transaction code “F” indicates a tax withholding transaction related to equity compensation. In this case, 96 shares were withheld to satisfy Kyle P. Kane’s tax withholding obligation when a restricted stock award vested, rather than an open-market sale.

How many Northwest Bancshares (NWBI) shares does the insider own after the transaction?

After the reported transaction, Chief People Officer Kyle P. Kane beneficially owns 21,802.99 Northwest Bancshares common shares directly. This figure reflects the position after 96 shares were withheld to cover taxes on a vesting restricted stock award.

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

The filing notes dividend equivalent rights received from a cash dividend on RSUs held by Kyle P. Kane. These rights follow the same terms and conditions as the underlying restricted stock units, aligning their treatment with the RSUs they track.