Northwest Bancshares (NWBI) CEO granted 125,298 RSUs vesting 2028

Rhea-AI Filing Summary

Torchio Louis J reported acquisition or exercise transactions in this Form 4 filing.

Northwest Bancshares, Inc. President & CEO Louis J. Torchio received a grant of 125,298 RSU shares of common stock on July 31, 2026. These restricted stock units fully vest on December 21, 2028, bringing his direct holdings to 328,791.644 shares and indirect 401-K holdings to 24,254.279 shares.

Insider Trade Summary

Net Buyer: 125,298 shares

Net Buy 2 txns

Insider Torchio Louis J

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Northwest Bancshares, Inc. Common Stock F1, F2	125,298	$0.00	$0.00
holding	Northwest Bancshares, Inc. Common Stock	--	--	--

Holdings After Transaction: Northwest Bancshares, Inc. Common Stock — 328,791.644 shares (Direct); Northwest Bancshares, Inc. Common Stock — 24,254.279 shares (Indirect, 401-K)

Footnotes (2)

1. F1. This grant of RSU shares will fully vest on December 21, 2028.
2. F2. 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

RSU shares granted: 125,298 shares Vesting date: December 21, 2028 Direct holdings after grant: 328,791.644 shares +1 more

4 metrics

RSU shares granted 125,298 shares Grant of RSU shares on July 31, 2026 to Louis J. Torchio

Vesting date December 21, 2028 RSU grant will fully vest on this date

Direct holdings after grant 328,791.644 shares Total common stock directly held by Louis J. Torchio following the RSU grant

Indirect 401-K holdings 24,254.279 shares Shares held indirectly through a 401-K plan as reported in the filing

Key Terms

RSU shares, dividend equivalent rights, 401-K

3 terms

RSU shares financial

"This grant of RSU shares will fully vest on December 21, 2028."

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.

401-K financial

"Indirect ownership reported through a 401-K plan."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 04:18 PM Accepted by SEC EDGAR 08/04/2026 - 04:17 PM Learn about SEC filing dates

FAQ

What equity award did Northwest Bancshares (NWBI) grant to CEO Louis J. Torchio?

Northwest Bancshares granted CEO Louis J. Torchio 125,298 RSU shares of common stock on July 31, 2026. These restricted stock unit shares are part of his equity compensation and increase his reported direct ownership stake in the company.

When do Louis J. Torchio’s new Northwest Bancshares (NWBI) RSUs vest?

The granted RSU shares fully vest on December 21, 2028. Vesting means the restricted stock units convert into unrestricted common shares available to the executive, subject to any remaining terms or continued service requirements tied to the award.

How many Northwest Bancshares (NWBI) shares does Louis J. Torchio own directly after this grant?

After the reported RSU grant, Louis J. Torchio’s direct ownership is 328,791.644 shares of Northwest Bancshares common stock. This figure includes shares associated with his RSU awards, as described in the footnotes to the insider transaction report.

What indirect Northwest Bancshares (NWBI) holdings does Louis J. Torchio report?

Louis J. Torchio reports 24,254.279 shares held indirectly through a 401-K plan. These shares are classified as indirect ownership, reflecting retirement-plan holdings rather than stock held directly in his own name.

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

Dividend equivalent rights represent amounts accrued on previously granted RSUs that mirror dividends on the underlying shares. The filing notes these rights are subject to the same terms and conditions as the related restricted stock units.

Is Louis J. Torchio’s transaction in Northwest Bancshares (NWBI) stock a market purchase or a grant?

The transaction is reported as a grant or award acquisition of 125,298 RSU shares, not an open-market purchase. The per-share transaction price is listed as $0.0000, reflecting that no cash was paid for these awarded 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
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^*

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)
07/31/2026

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	07/31/2026		A		125,298(1)	A	$0	328,791.644(2)	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. This grant of RSU shares will fully vest on December 21, 2028.

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:

	Louis J. Torchio by Douglas M. Schosser, Attorney-in-Fact	08/04/2026
	** 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)