What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-05 · 136 added, 170 removed, 1284 unchanged (19% of the section changed)

4 unchanged sentences

(in thousands, except share data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Cash and cash equivalents $ 226,883 122,260

42 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands, except share data)

Quarter ended June 30, Six months ended June 30,

Quarter ended September 30, Nine months ended September 30,

2024 2023 2024 2023

29 unchanged sentences

Other operating income 1,027 3,010 6,711 9,311

Total noninterest (loss)/income ( 8,849 ) 29,797 19,114 53,766

Total noninterest income 27,833 30,888 46,947 84,654

Noninterest expense:

19 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Quarter ended June 30, Six months ended June 30,

Quarter ended September 30, Nine months ended September 30,

2024 2023 2024 2023

2 unchanged sentences

Net unrealized holding gains/(losses) on marketable securities:

Unrealized holding losses, net of tax of $ 168 , $ 3,771 , $ 1,926 and $ 463 , respectively

Unrealized holding gains/(losses), net of tax of ($ 8,980 ), $ 9,140 , ($ 7,054 ) and $ 9,603 , respectively

27,947 ( 29,715 ) 18,858 ( 34,417 )

10 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

4 unchanged sentences

other comprehensive income/(loss) Total shareholders’ equity

Quarter ended June 30, 2024 Shares Amount

Beginning balance at March 31, 2024 127,253,189 $ 1,273 1,026,173 678,427 ( 153,424 ) 1,552,449

Quarter ended September 30, 2024 Shares Amount

Beginning balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598

Comprehensive income:

8 unchanged sentences

— — — ( 25,479 ) — ( 25,479 )

Ending balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598

Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325

Additional paid-in capital Retained earnings Accumulated

other comprehensive loss Total shareholders’ equity

Quarter ended June 30, 2023 Shares Amount

Beginning balance at March 31, 2023 127,065,400 $ 1,271 1,020,855 649,672 ( 158,523 ) 1,513,275

Quarter ended September 30, 2023 Shares Amount

Beginning balance at June 30, 2023 127,088,963 $ 1,271 1,022,189 657,292 ( 169,251 ) 1,511,501

Comprehensive income:

8 unchanged sentences

— — — ( 25,420 ) — ( 25,420 )

Ending balance at June 30, 2023 127,088,963 $ 1,271 1,022,189 657,292 ( 169,251 ) 1,511,501

Ending balance at September 30, 2023 127,101,349 $ 1,271 1,023,591 671,092 ( 197,523 ) 1,498,431

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

3 unchanged sentences

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 30, 2024 Shares Amount

Nine months ended September 30, 2024 Shares Amount

Beginning balance at December 31, 2023 127,110,453 $ 1,271 1,024,852 674,686 ( 149,492 ) 1,551,317

9 unchanged sentences

— — — ( 76,369 ) — ( 76,369 )

Ending balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598

Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 30, 2023 Shares Amount

Nine months ended September 30, 2023 Shares Amount

Beginning balance at December 31, 2022 127,028,848 $ 1,270 1,019,647 641,727 ( 171,158 ) 1,491,486

11 unchanged sentences

— — — ( 76,249 ) — ( 76,249 )

Ending balance at June 30, 2023 127,088,963 $ 1,271 1,022,189 657,292 ( 169,251 ) 1,511,501

Ending balance at September 30, 2023 127,101,349 $ 1,271 1,023,591 671,092 ( 197,523 ) 1,498,431

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Six months ended June 30,

Nine months ended September 30,

Operating activities:

9 unchanged sentences

Decrease/(increase) in other assets 44,932 ( 114,158 )

Increase/(decrease) in other liabilities 8,375 ( 2,545 )

Increase in other liabilities 19,721 15,617

Net amortization on marketable securities 754 2,438

21 unchanged sentences

Net decrease in short-term borrowings ( 194,521 ) ( 76,578 )

Increase in advances by borrowers for taxes and insurance 7,018 9,530

Decrease in advances by borrowers for taxes and insurance ( 20,553 ) ( 19,960 )

Cash dividends paid on common stock ( 76,369 ) ( 76,249 )

1 unchanged sentence

Net cash (used in)/provided by financing activities ( 199,086 ) 153,157

Net increase/(decrease) in cash and cash equivalents $ 106,173 ( 11,738 )

Net increase in cash and cash equivalents $ 104,623 22,630

Cash and cash equivalents at beginning of period $ 122,260 139,365

Net increase/(decrease) in cash and cash equivalents 106,173 ( 11,738 )

Net increase in cash and cash equivalents 104,623 22,630

Cash and cash equivalents at end of period $ 226,883 161,995

7 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

11 unchanged sentences

Certain items previously reported have been reclassified to conform to the current year’s reporting format.

The results of operations for the quarter ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other period.

The results of operations for the quarter ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other period.

Recently Adopted Accounting Standards

7 unchanged sentences

This guidance was adopted on January 1, 2024 and did not have a material impact to the Company's financial statements.

Tabl e of Contents

(2) Marketable Securities

The following table shows the portfolio of marketable securities available-for-sale at June 30, 2024 (in thousands):

The following table shows the portfolio of marketable securities available-for-sale at September 30, 2024 (in thousands):

Debt issued by the U.S government and agencies:

8 unchanged sentences

Due after five years through ten years 25,396 307 ( 867 ) 24,836

Due after ten years 3,250 — — 3,250

Mortgage-backed securities:

5 unchanged sentences

Total marketable securities available-for-sale $ 1,248,104 7,718 ( 143,954 ) 1,111,868

Tabl e of Contents

The following table shows the portfolio of marketable securities available-for-sale at December 31, 2023 (in thousands):

19 unchanged sentences

Total marketable securities available-for-sale $ 1,240,003 223 ( 196,867 ) 1,043,359

The following table shows the portfolio of marketable securities held-to-maturity at June 30, 2024 (in thousands):

The following table shows the portfolio of marketable securities held-to-maturity at September 30, 2024 (in thousands):

Debt issued by government-sponsored enterprises:

8 unchanged sentences

Total marketable securities held-to-maturity $ 766,772 — ( 94,131 ) 672,641

Tabl e of Contents

The following table shows the portfolio of marketable securities held-to-maturity at December 31, 2023 (in thousands):

9 unchanged sentences

Total marketable securities held-to-maturity $ 814,839 1 ( 115,334 ) 699,506

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at June 30, 2024 (in thousands):

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at September 30, 2024 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 1,107,423 988,020

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at June 30, 2024 (in thousands):

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at September 30, 2024 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 642,312 560,624

The following table shows the fair value of and gross unrealized losses on available-for-sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at June 30, 2024 (in thousands):

Less than 12 months 12 months or more Total

7 unchanged sentences

Total $ 52,864 ( 266 ) 1,382,438 ( 237,819 ) 1,435,302 ( 238,085 )

Tabl e of Contents

8 unchanged sentences

Total $ 20,729 ( 323 ) 1,704,010 ( 311,878 ) 1,724,739 ( 312,201 )

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of June 30, 2024, which were comprised of 387 individual securities, represents a credit loss impairment.

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of September 30, 2024, which were comprised of 325 individual securities, represent a credit loss impairment.

All of these securities were issued by U.S.

7 unchanged sentences

The unrealized losses were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities.

As of June 30, 2024, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

As of September 30, 2024, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

All of the Company ’ s held-to-maturity debt securities are issued by U.S.

3 unchanged sentences

government, are highly rated by major rating agencies and have a long history of no credit losses.

The decline in fair value of the held-to-maturity debt securities were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities, therefore, the Company did not record an allowance for credit losses for these securities as of June 30, 2024.

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of June 30, 2024 (in thousands).

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of September 30, 2024 (in thousands).

The credit ratings are sourced from nationally recognized rating agencies, which include Moody’s and S&P, and they are presented based on asset type.

All of our held-to-maturity securities were current in their payment of principal and interest as of June 30, 2024.

All of our held-to-maturity securities were current in their payment of principal and interest as of September 30, 2024.

Held-to-maturity securities (at amortized cost):

3 unchanged sentences

Total marketable securities held-to-maturity $ 766,772 766,772

Tabl e of Contents

(3) Loans Receivable

The following table shows a summary of our loans receivable at amortized cost basis at June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 December 31, 2023

The following table shows a summary of our loans receivable at amortized cost basis at September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

Originated (1) Acquired (2) Total Originated (1) Acquired (2) Total

15 unchanged sentences

(2) Includes loans subject to purchase accounting in a business combination.

(3) Includes $ 9 million of loans held-for-sale at June 30, 2024 and December 31, 2023.

(4) Includes $ 681,000 and $ 0 of loans held-for-sale at June 30, 2024 and December 31, 2023, respectively.

(5) Includes $ 65 million and $ 68 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at June 30, 2024 and December 31, 2023.

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2024 (in thousands):

Balance as of June 30, 2024 Current period provision Charge-offs Recoveries Balance as of March 31, 2024

(3) Includ es $ 9 million of l oans held-for-sale at September 30, 2024 and December 31, 2023.

(4) Includes $ 0 of loans held-for-sale at September 30, 2024 and December 31, 2023.

(5) Includes $ 60 million and $ 68 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at September 30, 2024 and December 31, 2023.

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended September 30, 2024 (in thousands):

Balance as of September 30, 2024 Current period provision Charge-offs Recoveries Balance as of June 30, 2024

Allowance for Credit Losses

22 unchanged sentences

Total off-balance sheet exposure $ 12,933 ( 852 ) — — 13,785

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2023 (in thousands):

Balance as of June 30, 2023 Current period provision Charge-offs Recoveries Balance as of March 31, 2023

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended September 30, 2023 (in thousands):

Balance as of September 30, 2023 Current period provision Charge-offs Recoveries Balance as of June 30, 2023

Allowance for Credit Losses

22 unchanged sentences

Total off-balance sheet exposure $ 12,978 ( 2,981 ) — — 15,959

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2024 (in thousands):

June 30, 2024 Current period provision Charge-offs Recoveries Balance December 31, 2023

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the nine months ended September 30, 2024 (in thousands):

September 30, 2024 Current period provision Charge-offs Recoveries Balance December 31, 2023

Allowance for Credit Losses

22 unchanged sentences

Total off-balance sheet exposure $ 12,933 ( 4,190 ) — — 17,123

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2023 (in thousands):

September 30,

2023 Current period provision Charge-offs Recoveries ASU 2022-02 Adoption Balance December 31, 2022

23 unchanged sentences

Total off-balance sheet exposure $ 12,978 65 — — — 12,913

Tabl e of Contents

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2024 (in thousands):

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at September 30, 2024 (in thousands):

receivable Allowance for

29 unchanged sentences

Total $ 11,414,809 125,243 94,384 2,698

Tabl e of Contents

We present the amortized cost of our loans on nonaccrual status including such loans with no allowance.

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended June 30, 2024 (in thousands):

June 30, 2024

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended September 30, 2024 (in thousands):

September 30, 2024

Nonaccrual loans at January 1, 2024 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period Loans 90 days past due and accruing

11 unchanged sentences

Total $ 94,384 54,789 22,039 76,828 1,045

During the three and six months ended June 30, 2024, we did no t recognize any interest income on nonaccrual loans.

During the three and nine months ended September 30, 2024, we d id no t recognize any interest income on nonaccrual loans.

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the year ended December 31, 2023 (in thousands):

15 unchanged sentences

A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of June 30, 2024 (in thousands):

Real estate Equipment Total

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of September 30, 2024 (in thousands):

Real estate Equipment Other Total

Commercial Banking:

3 unchanged sentences

Total $ 39,282 5,061 2,583 46,926

Tabl e of Contents

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2023 (in thousands):

15 unchanged sentences

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below (dollars in thousands).

For the quarter ended June 30,

Term extension Interest rate reduction Total class of financing receivable Term extension Total class of financing receivable

For the quarter ended September 30,

Payment delay Term extension Combination term extension and interest rate reduction Total class of financing receivable Term extension Combination term extension and interest rate reduction Total class of financing receivable

Personal Banking:

1 unchanged sentence

Home equity loans — 29 — 0.00 % 122 85 0.02 %

Consumer loans

— — 11 0.01 % — — — %

Total Personal Banking — 523 11 0.01 % 314 85 0.01 %

Commercial Banking:

Commercial real estate loans - owner occupied — 697 0.19 % — — %

Commercial real estate loans 1,357 — — 0.05 % — — — %

Commercial loans — 35 — — % 15 — — %

Total Commercial Banking 1,357 35 — 0.03 % 15 — — %

Total $ 1,357 $ 558 11 0.02 % 329 85 0.00 %

Tabl e of Contents

For the six months ended June 30,

For the nine months ended September 30,

Payment delay Term extension Interest rate reduction Combination term extension and interest rate reduction Total class of financing receivable Term extension Combination term extension and interest rate reduction Total class of financing receivable

12 unchanged sentences

Total $ 1,628 1,767 680 105 0.04 % 1,593 88 0.01 %

As of June 30, 2024 and June 30, 2023, t he Company has committed to lend additional amounts totaling $ 41,000 and $ 31,000 , respectively, to the borrowers experiencing financial difficulty for which the terms of the loan have been modified.

The following table presents the effect of the loan modifications presented above to borrowers experiencing financial difficulty for the periods indicated:

For the quarter ended June 30,

Weighted-average interest rate reduction Weighted-average term extension in months Weighted-average term extension in months

For the quarter ended September 30,

Weighted-average interest rate reduction Weighted-average term extension in months Weighted-average payment deferral in years Weighted-average interest rate reduction Weighted-average term extension in months

Personal Banking:

4 unchanged sentences

Commercial Banking:

Commercial real estate loans - owner occupied 2 % 0 0

Commercial real estate loans — % 0 0.3 — % 0

Commercial loans — % 6 0 — % 23

Total Commercial Banking — % 6 0.3 — % 23

Total loans 5 % 142 0.3 17 % 135

Tabl e of Contents

For the six months ended June 30,

For the nine months ended September 30,

11 unchanged sentences

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table presents the performance of loans modified within the previous twelve months of June 30, 2024 (in thousands) :

The following table presents the performance of loans modified within the previous twelve months of September 30, 2024 (in thousands) :

Current 30-59 days

12 unchanged sentences

Total loans $ 4,067 13 9 91

The following table presents the performance of loans modified since the adoption of ASU 2022-02 as of June 30, 2023 (in thousands) :

The following table presents the performance of loans modified since the adoption of ASU 2022-02 as of September 30, 2023 (in thousands) :

Current 30-59 days

11 unchanged sentences

Total loans $ 895 15 — 771

Tabl e of Contents

A modification is considered to be in default when the loan is 90 days or more past due.

The following table provides the amortized cost basis of financing receivables that had a payment default during the period ended June 30, 2024 and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands) :

The following table provides the amortized cost basis of financing receivables that had a payment default during the period ended September 30, 2024 and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands) :

Term extension

1 unchanged sentence

Residential mortgage loans $ 3

Home equity loans 88

Total Personal Banking 91

The following table provides the amortized cost basis of financing receivables that had a payment default during the period ended September 30, 2023 and were modified since the adoption of ASU 2022-02 to borrowers experiencing financial difficulty (in thousands) :

Term extension

Commercial Banking:

Commercial real estate loans $ 123

Commercial loans 648

Total Commercial Banking 771

No loans modified since the adoption of ASU 2022-02 subsequently defaulted during the quarter ended June 30, 2023.

The modifications to borrowers experiencing financial distress are included in their respective portfolio segment and the current loan balance and updated loan terms are run through their respective ACL models to arrive at the quantitative portion of the ACL.

3 unchanged sentences

Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

The following table provides information related to the amortized cost basis of loan payment delinquencies at June 30, 2024 (in thousands):

The following table provides information related to the amortized cost basis of loan payment delinquencies at September 30, 2024 (in thousands):

delinquent 60-89 days

15 unchanged sentences

Total loans $ 24,548 21,905 32,562 79,015 11,225,543 11,304,558 1,045

Tabl e of Contents

The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2023 (in thousands):

21 unchanged sentences

Total originated loans $ 54,413 14,266 24,591 93,270 11,321,539 11,414,809 2,698

Tabl e of Contents

Credit Quality Indicators:

26 unchanged sentences

These loans are generally charged-off in the month in which the 180 day period elapses.

Tabl e of Contents

The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator and the current period charge-offs by year of origination for each portfolio segment as of June 30, 2024 (in thousands):

YTD June 30, 2024 2023 2022 2021 2020 Prior Revolving loans Revolving loans converted to term loans Total loans

YTD September 30, 2024 2023 2022 2021 2020 Prior Revolving loans Revolving loans converted to term loans Total loans

Personal Banking:

41 unchanged sentences

Total loans $ 1,227,155 1,475,422 2,103,249 1,533,258 1,048,478 2,720,246 1,115,617 81,133 11,304,558

For the six months ended June 30, 2024, $ 10 million of revolving loans were converted to term loans.

Tabl e of Contents

For the nine months ended September 30, 2024, $ 13 million of revolving loans were converted to term loans.

The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator for each portfolio segment as of December 31, 2023 (in thousands):

48 unchanged sentences

For the year ended December 31, 2023, $ 19 million of revolving loans were converted to term loans.

Tabl e of Contents

(4) Goodwill and Other Intangible Assets

The following table provides information for intangible assets subject to amortization at the dates indicated (in thousands):

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Amortizable intangible assets:

3 unchanged sentences

Total intangible assets - net $ 3,363 5,290

The following table shows the actual aggregate amortization expense for the quarters ended June 30, 2024 and 2023, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the succeeding fiscal years until the intangible assets are fully amortized (in thousands):

For the quarter ended June 30, 2024 $ 635

For the quarter ended June 30, 2023 842

For the six months ended June 30, 2024 1,336

For the six months ended June 30, 2023 1,751

The following table shows the actual aggregate amortization expense for the quarters ended September 30, 2024 and 2023, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the succeeding fiscal years until the intangible assets are fully amortized (in thousands):

For the quarter ended September 30, 2024 $ 590

For the quarter ended September 30, 2023 795

For the nine months ended September 30, 2024 1,926

For the nine months ended September 30, 2023 2,546

For the year ending December 31, 2024 2,452

4 unchanged sentences

Balance at December 31, 2023 $ 380,997

Balance at June 30, 2024 $ 380,997

Balance at September 30, 2024 $ 380,997

We performed our annual goodwill impairment test as of June 30, 2024 in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other, and concluded that goodwill was not impaired.

1 unchanged sentence

(a) Borrowings

Borrowed funds at June 30, 2024 and December 31, 2023 are presented in the following table (dollars in thousands):

June 30, 2024 December 31, 2023

Borrowed funds at September 30, 2024 and December 31, 2023 are presented in the following table (dollars in thousands):

September 30, 2024 December 31, 2023

Amount Average rate Amount Average rate

5 unchanged sentences

Borrowings from the Federal Home Loan Bank (“FHLB”) of Pittsburgh, if any, are secured by our residential first mortgage and other qualifying loans.

At June 30, 2024, the carrying value of these loans was $ 6.0 billion.

At September 30, 2024, the carrying value of these loans was $ 5.8 billion.

Certain of these borrowings are subject to restrictions or penalties in the event of prepayment.

1 unchanged sentence

The rate is adjusted daily by the FHLB of Pittsburgh, and any borrowings on this line may be repaid at any time without penalty.

At June 30, 2024 there was no balance on the revolving line of credit, and at December 31, 2023 the balance was $ 164 million.

At June 30, 2024 and December 31, 2023, collateralized borrowings due within one year were $ 26 million and $ 35 million, respectively.

At September 30, 2024 there was no balance on the revolving line of credit, and at December 31, 2023 the balance was $ 164 million.

At September 30, 2024 and December 31, 2023, collateralized borrowings due within one year were $ 22 million and $ 35 million, respectively.

These borrowings are collateralized by cash or va rious securities held in safekeeping by the FHLB.

At June 30, 2024, the carrying value of the cash and securities used as collateral was $ 36 million.

Tabl e of Contents

At June 30, 2024 and December 31, 2023, collateral received was $ 41 million and $ 25 million, respectively.

At September 30, 2024, the carrying value of the cash and securities used as collateral was $ 37 million.

At September 30, 2024 and December 31, 2023, collateral received was $ 8 million and $ 25 million, respectively.

This represents collateral posted to us from our derivative counterparties.

At June 30, 2024 and December 31, 2023, term notes payable to the FHLB of Pittsburgh due within one year were $ 175 million.

The June 30, 2024 total is made up of seven advances:

$ 25 million at 5.66 % maturing July 26, 2024;

$ 25 million at 5.68 % maturing July 31, 2024;

$ 25 million at 5.66 % maturing August 9, 2024;

$ 25 million at 5.65 % maturing August 12, 2024;

$ 25 million at 5.65 % maturing August 19, 2024;

$ 25 million at 5.65 % maturing August 30, 2024.

At September 30, 2024 and December 31, 2023, term notes payable to the FHLB of Pittsburgh due within one year were $ 175 million.

The September 30, 2024 total is made up of seven advances:

$ 25 million at 5.15 % maturing October 28, 2024;

$ 25 million at 5.09 % maturing October 31, 2024;

$ 25 million at 5.15 % maturing November 8, 2024;

$ 25 million at 5.16 % maturing November 12, 2024;

$ 25 million at 5.17 % maturing November 19, 2024;

$ 25 million at 5.14 % maturing November 29, 2024.

On September 9, 2020, the Company issued $ 125 million of 4.00 % fixed-to-floating rate subordinated notes with a maturity date of September 15, 2030.

2 unchanged sentences

The subordinated debt issuance costs of approximately $ 2 million are being amortized over five years on a straight-line basis into interest expense.

At June 30, 2024 and December 31, 2023, subordinated debentures, net of issuance costs, were $ 114 million.

For the six months ended June 30, 2024 and June 30, 2023 total interest expense paid on the subordinate notes was $ 2 million.

At September 30, 2024 and December 31, 2023, subordinated debentures, net of issuance costs, were $ 114 million.

For the nine months ended September 30, 2024 and September 30, 2023 total interest expense paid on the subordinate notes was $ 4 million.

(b) Trust Preferred Securities

7 unchanged sentences

The following table sets forth a summary of the cumulative trust preferred securities and the junior subordinated debt held by the Trust as of the date listed (dollars in thousands).

Maturity date Interest rate Capital debt securities June 30, 2024 December 31, 2023

Maturity date Interest rate Capital debt securities September 30, 2024 December 31, 2023

Northwest Bancorp Capital Trust III December 30, 2035 3-month SOFR plus 1.38 %

20 unchanged sentences

Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities.

For each of the six month periods ended June 30, 2024 and June 30, 2023 total interest expense paid on trust preferred securities was $ 5 million and $ 4 million, respectively.

For each of the nine month periods ended September 30, 2024 and September 30, 2023 total interest expense paid on trust preferred securities was $ 7 million.

The Trusts must redeem the preferred securities when the debentures are paid at maturity or upon an earlier redemption of the debentures to the extent the debentures are redeemed.

1 unchanged sentence

Also, the debentures may be redeemed at any time if existing laws or regulations, or the interpretation or application of these laws or regulations, change causing:

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• the interest on the debentures to no longer be deductible by the Company for federal income tax purposes;

10 unchanged sentences

Collateral may be obtained based on management’s credit assessment of the customer.

At June 30, 2024, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 59 million, of which $ 43 million is fully collateralized.

At June 30, 2024, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

At September 30, 2024, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 58 million, of which $ 41 million is fully collateralized.

At September 30, 2024, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

In addition, we maintain a $ 20 million unsecured line of credit with a correspondent bank for private label credit card facilities for certain existing commercial clients of the Bank, of which $ 11 million in notional value of credit cards have been issued.

These issued credit cards had an outstanding balance of $ 2 million at June 30, 2024.

These issued credit cards had an outstanding balance of $ 2 million at September 30, 2024.

The clients of the Bank are responsible for repaying any balances due on these credit cards directly to the correspondent bank;

2 unchanged sentences

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, without considering any dilutive items.

Diluted EPS is calculated using both the two-class and the treasury stock methods with the more dilutive method used to determine diluted EPS.

The two-class method was used to determine basic and diluted EPS for the three months ended June 30, 2024 and 2023 and the six month ended June 30, 2023, and and the treasury stock method was used to determined diluted earnings per share for the six months ended June 30, 2024.

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Diluted EPS is calculated using both the two-class and the treasury stock methods wi th the more dilutive method used to determine diluted EPS.

The two-class method was used to determine basic EPS for the three months and nine months ended September 30, 2024 and basic and diluted EPS for the three and nine months ended September 30, 2023, and the treasury stock method was used to determine diluted earnings per share for the three months and nine months ended September 30, 2024.

The following table sets forth the computation of basic and diluted EPS (in thousands, except share data and per share amounts):

Quarter ended June 30, Six months ended June 30,

Quarter ended September 30, Nine months ended September 30,

2024 2023 2024 2023

15 unchanged sentences

(1) Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive.

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(8) Pension and Other Post-Retirement Benefits

The following table sets forth the net periodic costs for the defined benefit pension plans and post-retirement healthcare plans for the periods indicated (in thousands):

Quarter ended June 30,

Quarter ended September 30,

Pension benefits Other post-retirement benefits

6 unchanged sentences

Net periodic cost $ ( 691 ) ( 218 ) 25 17

Six months ended June 30,

Nine months ended September 30,

Pension benefits Other post-retirement benefits

24 unchanged sentences

◦ Quotes and other information from brokers or other external sources where the inputs are not deemed observable.

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We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value.

32 unchanged sentences

The carrying amount of repurchase agreements approximates their fair value.

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Subordinated Debentures

22 unchanged sentences

Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms.

At June 30, 2024 and December 31, 2023, there was no significant unrealized appreciation or depreciation on these financial instruments.

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The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at June 30, 2024 (in thousands):

At September 30, 2024 and December 31, 2023, there was no significant unrealized appreciation or depreciation on these financial instruments.

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at September 30, 2024 (in thousands):

amount Estimated

21 unchanged sentences

Foreign exchange swaps 173 173 — 173 —

Interest rate swaps designated as hedging instruments 2,085 2,085 — 2,085 —

Interest rate swaps not designated as hedging instruments 31,924 31,924 — 31,924 —

2 unchanged sentences

Total financial liabilities $ 12,569,029 12,325,739 9,571,067 141,786 2,612,886

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The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at December 31, 2023 (in thousands):

27 unchanged sentences

Fair value estimates are made at a point-in-time, based on relevant market data and information about the instrument.

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both June 30, 2024 and December 31, 2023.

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The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2024 (in thousands):

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both September 30, 2024 and December 31, 2023.

The following table represents assets and liabilities measured at fair value on a recurring basis at September 30, 2024 (in thousands):

Level 1 Level 2 Level 3 Total assets

23 unchanged sentences

Foreign exchange swaps $ — 173 — 173

Interest rate swaps designated as hedging instruments — 2,085 — 2,085

Interest rate swaps not designated as hedging instruments — 31,924 — 31,924

1 unchanged sentence

Total liabilities $ — 34,231 — 34,231

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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands):

28 unchanged sentences

The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

For the quarter ended June 30, For the six months ended June 30,

For the quarter ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

4 unchanged sentences

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans held-for-sale, loans individually assessed, real estate owned, and mortgage servicing rights.

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The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of June 30, 2024 (in thousands):

The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of September 30, 2024 (in thousands):

Level 1 Level 2 Level 3 Total assets

23 unchanged sentences

We classify real estate owned as nonrecurring Level 3.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at June 30, 2024 (in thousands):

Fair value Valuation techniques Significant

9 unchanged sentences

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which may include Level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

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(10) Derivative Financial Instruments

28 unchanged sentences

Changes to the fair value of the the risk participation agreements are included in other operating income in the Consolidated Statement of Income.

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The following table presents information regarding our derivative financial instruments at the dates indicated (in thousands):

1 unchanged sentence

Notional amount Fair value Notional amount Fair value

At June 30, 2024

At September 30, 2024

Derivatives designated as hedging instruments:

18 unchanged sentences

The following table presents income or expense recognized on derivatives for the periods indicated (in thousands):

For the quarter ended June 30, For the six months ended June 30,

For the quarter ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

3 unchanged sentences

(Decrease)/increase in other income ( 221 ) 203 ( 45 ) ( 127 )

Increase in mortgage banking income 323 349 208 176

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended June 30, 2024 (dollars in thousands):

(Decrease)/increase in mortgage banking income ( 73 ) ( 221 ) 135 ( 46 )

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended September 30, 2024 (dollars in thousands):

Notional amount Effective rate Estimated decrease to interest expense in the next twelve months Maturity date Remaining term

8 unchanged sentences

Total $ 175,000 $ ( 2,389 )

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(11) Legal Proceedings

We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated.

As of June 30, 2024, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

As of September 30, 2024, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.

2 unchanged sentences

The following tables show the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):

For the quarter ended June 30, 2024

For the quarter ended September 30, 2024

on securities

3 unchanged sentences

pension plans Total

Balance as of March 31, 2024 $ ( 156,357 ) 1,780 1,153 ( 153,424 )

Balance as of June 30, 2024 $ ( 132,959 ) 2,110 765 ( 130,084 )

Other comprehensive/(loss) income before reclassification adjustments (1) (3) 27,947 ( 3,654 ) — 24,293

1 unchanged sentence

Net other comprehensive income/(loss) 27,947 ( 3,654 ) ( 387 ) 23,906

Balance as of June 30, 2024 $ ( 132,959 ) 2,110 765 ( 130,084 )

For the quarter ended June 30, 2023

Balance as of September 30, 2024 $ ( 105,012 ) ( 1,544 ) 378 ( 106,178 )

For the quarter ended September 30, 2023

on securities

3 unchanged sentences

pension plans Total

Balance as of March 31, 2023 $ ( 151,189 ) — ( 7,334 ) ( 158,523 )

Other comprehensive income before reclassification adjustments (5) (7) ( 17,719 ) 1,737 — ( 15,982 )

Balance as of June 30, 2023 $ ( 163,272 ) 1,737 ( 7,716 ) ( 169,251 )

Other comprehensive (loss)/income before reclassification adjustments (5) (7) ( 29,715 ) 1,825 — ( 27,890 )

Amounts reclassified from accumulated other comprehensive income (6) (8) — — ( 382 ) ( 382 )

Net other comprehensive income/(loss) ( 29,715 ) 1,825 ( 382 ) ( 28,272 )

Balance as of June 30, 2023 $ ( 163,272 ) 1,737 ( 7,716 ) ( 169,251 )

(1) Consists of unrealized holding losses, net of tax of $ 168 .

Balance as of September 30, 2023 $ ( 192,987 ) 3,562 ( 8,098 ) ( 197,523 )

(1) Consists of unrealized holding gains, net of tax of ($ 8,980 ) .

(2) Consists of realized losses, net of tax of $ 0 .

5 unchanged sentences

(8) Consists of realized gains, net of tax of $ 152 .

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For the six months ended June 30, 2024

For the nine months ended September 30, 2024

on securities

4 unchanged sentences

Balance as of December 31, 2023 $ ( 150,659 ) ( 374 ) 1,541 ( 149,492 )

Other comprehensive (loss)/income before reclassification adjustments (1) (3) ( 9,089 ) 2,484 — ( 6,605 )

Other comprehensive income/(loss) before reclassification adjustments (1) (3) 18,858 ( 1,170 ) — 17,688

Amounts reclassified from accumulated other comprehensive income (2) (4) 26,789 — ( 1,163 ) 25,626

Net other comprehensive income/(loss) 45,647 ( 1,170 ) ( 1,163 ) 43,314

Balance as of June 30, 2024 $ ( 132,959 ) 2,110 765 ( 130,084 )

For the six months ended June 30, 2023

Balance as of September 30, 2024 $ ( 105,012 ) ( 1,544 ) 378 ( 106,178 )

For the nine months ended September 30, 2023

on securities

7 unchanged sentences

Net other comprehensive loss ( 28,781 ) 3,562 ( 1,146 ) ( 26,365 )

Balance as of June 30, 2023 $ ( 163,272 ) 1,737 ( 7,716 ) ( 169,251 )

(1) Consists of unrealized holding losses, net of tax of $ 1,926 .

Balance as of September 30, 2023 $ ( 192,987 ) 3,562 ( 8,098 ) ( 197,523 )

(1) Consists of unrealized holding gains, net of tax of ($ 7,054 ) .

(2) Consists of realized losses, net of tax of ($ 7,706 ) .

5 unchanged sentences

(8) Consists of realized gains, net of tax of $ 456 .

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements