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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-23 · 128 added, 87 removed, 110 unchanged (66% of the section changed)

6 unchanged sentences

OTHER INFORMATION

Not applicable.

During the three months ended December 31, 2024, no directors or officers of the Company, as defined in Section 16 of the Exchange Act, adopted.

modified or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The “Proposal I-Election of Directors” section of the Company’s definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) is incorporated herein by reference.

Executive Officers

The “Proposal I-Election of Directors-Executive Officers who are not Directors” section of the 2024 Proxy Statement is incorporated herein by reference.

Compliance with Section 16(a) of the Exchange Act

The “Proposal I-Election of Directors-Section 16(a) Beneficial Ownership Reporting Compliance” section of the 2024 Proxy Statement is incorporated herein by reference.

Code of Ethics

The “Proposal I-Election of Directors-Code of Ethics” section of the 2024 Proxy Statement is incorporated herein by reference.

A copy of the Code of Ethics is available to shareholders on the “Governance Documents” portion of the Investor Relations’ section on the Company’s website at www.northwest.com.

Corporate Governance

Information regarding the audit committee and its composition and the audit committee’s financial expert required by this item is incorporated herein by reference to the section captioned “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Audit Committee” section of the 2024 Proxy Statement.

Information contained on our website is not deemed part of or incorporated by reference into this annual report on Form 10-K or any other report filed with the SEC.

The Company maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees that the Company believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards.

In addition, it is the Company’s policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in the Company’s securities.

A copy of our insider trading policy is filed as Exhibit 19 to this annual report on Form 10-K.

Except for the information relating to our Code of Ethics and insider trading policies and procedures set forth in the two preceding paragraphs, we incorporate by reference the information responsive to this Item appearing in our definitive proxy statement for our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which will be filed no later than 120 days after December 31, 2024.

EXECUTIVE COMPENSATION

The “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Compensation Committee,” “-Compensation Committee Interlocks and Insider Participation,” “-Compensation Discussion and Analysis - Compensation Committee Report,” -Compensation Discussion and Analysis,” “-Executive Compensation,” “-Employment Agreements/Change in Control Agreements,” “-Potential Payments to Named Executive Officers,” “-Defined Benefit Plan,” “-Supplemental Executive Retirement Plan,” “-Life Insurance Coverage” and “-Director Compensation” sections of the Company’s 2024 Proxy Statement are incorporated herein by reference.

We incorporate by reference the information responsive to this Item appearing in our 2025 Proxy Statement, which will be filed no later than 120 days after December 31, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The “Proposal I-Election of Directors” section of the Company’s 2024 Proxy Statement is incorporated herein by reference.

We incorporate by reference the additional information responsive to this Item appearing in our 2025 Proxy Statement, which will be filed no later than 120 days after December 31, 2024.

The Company does not have any equity compensation program that was not approved by stockholders.

1 unchanged sentence

Equity compensation plans approved by stockholders Number of securities to be issued upon exercise of outstanding options,

warrants and rights Weighted average

exercise price (1) Number of securities

warrants and rights Weighted average exercise price of outstanding options, warrants and right (1) Number of securities

remaining available for

9 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The “Proposal I-Election of Directors-Board Independence” and “Proposal I-Election of Directors-Transactions with Certain Related Persons” sections of the Company’s 2024 Proxy Statement are incorporated herein by reference.

We incorporate by reference the additional information responsive to this Item appearing in our 2025 Proxy Statement, which will be filed no later than 120 days after December 31, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , Pittsburgh, PA , Auditor Firm ID:

The “Proposal II-Ratification of Appointment of Independent Registered Public Accounting Firm” section of the Company’s 2024 Proxy Statement is incorporated herein by reference.

We incorporate by reference the additional information responsive to this Item appearing in our 2025 Proxy Statement, which will be filed no later than 120 days after December 31, 2024.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

15 unchanged sentences

or exhibit number attached hereto

Articles of Incorporation Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-161805), filed with the SEC on September 9, 2009.

Articles of Amendment to Articles of Incorporation Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

Agreement and Plan of Merger by and between Northwest Bancshares, Inc.

and Penns Woods Bancorp, Inc.

dated December 16, 2024.

* Incorporated by reference to the Current Report on

Form 8-K (File No.

001-34582), filed with the SEC on December 20, 2024.

Articles of Incorporation.

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-161805), filed with the SEC on September 9, 2009.

Amended and Restated Bylaws of Northwest Bancshares, Inc.

Articles of Amendment to Articles of Incorporation.

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-161805), filed with the SEC on September 9, 2009.

Form of Common Stock Certificate Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

Amended and Restated Bylaws of Northwest

Bancshares, Inc.

Filed herewith as Exhibit 3.3.

Form of Common Stock Certificate.

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-161805), filed with the SEC on September 9, 2009.

Description of Registrant’s Securities Filed herewith as Exhibit 4.2

Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

Description of Registrant’s Securities.

Certain instruments defining the rights of holders of long-term obligation of the Registrant (the total amount of securities authorized under each of which does not exceed ten percent of the total assets of the registrant and its subsidiaries on a consolidated basis) are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

We agree to furnish copies of any such instruments to the Securities and Exchange Commission upon request.

Filed herewith as Exhibit 4.2.

Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

000-23817), filed with the SEC on March 4, 2009.

Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

000-23817), filed with the SEC on March 4, 2009.

Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

000-23817), filed with the SEC on March 4, 2009.

Annual Performance Award Plan Incorporated by reference to the Current Report on

Form 8-K (File No.

001-34582), filed with the SEC on September 16, 2020.

Northwest Bancorp, Inc.

2008 Stock Option Plan Incorporated by reference to the Definitive

Proxy Statement for the 2008 Annual Meeting of Shareholders (File No.

000-23817), filed with the

SEC on April 11, 2008.

Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

Northwest Bank Annual Performance Award Plan.

Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on April 22, 2022.

Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

000-23817), filed with the SEC on March 4, 2009.

10.7 Intentionally Omitted

10.8 Intentionally Omitted

Employment Agreement for John J.

Golding Incorporated by reference to the Current Report on Form 8-K (File No.

Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on April 10, 2020.

Employment Agreement for Mark T.

Reitzes Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on February 26, 2020.

10.11 Intentionally Omitted

Northwest Bancshares, Inc.

2011 Equity Incentive Plan Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

2011 Equity Incentive Plan.

Incorporated by reference to the Appendix A to the Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders (File no.

001-34582), filed with the SEC on March 1, 2011.

10.13 Intentionally Omitted

Northwest Bancshares, Inc.

2018 Equity Incentive Plan Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders (File no.

2018 Equity Incentive Plan.

Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders (File no.

001-34582), filed with the SEC on March 7, 2018.

Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on

Form 8-K (File No.

001-34582), filed with the SEC on July 2, 2020.

Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on

Form 8-K (File No.

001-34582), filed with the SEC on July 2, 2020.

Northwest Bancshares, Inc.

2022 Equity Incentive Plan.

Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders (File no.

001-34582), filed with the SEC on March 10, 2022.

Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on March 01, 2019.

Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on March 01, 2019.

Form of Restricted Stock Award Agreement under the

2018 Equity Incentive Plan Incorporated by reference to the Current Report on

Form 8-K (File No.

2018 Equity Incentive Plan.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on March 01, 2019.

Form of Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan.

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

333-265056), filed with the SEC on May 18, 2022.

Form of Amendment to Employee Agreement Incorporated by reference to the Current Report on

Form 8-K (File No.

001-34582), filed with the SEC on November 16, 2021.

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc.

Torchio Incorporated by reference to the Current Report on

Form 8-K (File No.

001-34582), filed with the SEC on August 17, 2022.

Form of Performance Stock Unit Award Agreement under the 2022 Equity Incentive Plan.

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

333-265056), filed with the SEC on May 18, 2022.

Form of Restricted Stock Award Agreement under the 2022 Equity Incentive Plan.

Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No.

333-265056), filed with the SEC on May 18, 2022.

Amended and Restated Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc.

Filed herewith as Exhibit 10.16.

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc.

and William W.

Incorporated by reference to the Current Report on

Form 8-K (File No.

Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on August 18, 2022.

Northwest Bank Annual Performance Award Plan Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on April 22, 2022.

Northwest Bank and Northwest Bancshares, Inc.

Change in Control Agreement for Scott Watson Filed herewith as Exhibit 10.22

Change in Control Agreement for Scott J.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on February 23, 2024.

Northwest Bank and Northwest Bancshares, Inc.

Change in Control Agreement for Greg Betchkal Filed herewith as Exhibit 10.23

Retirement Agreement by and between William W.

Change in Control Agreement for Greg J.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on February 23, 2024.

Northwest Bank and Northwest Bancshares, Inc.

Change in Control Agreement for John J.

Incorporated by reference to the Company’s Annual Report on Form 10-K (File No.

001-34582), filed with the SEC on March 2, 2020.

Northwest Bank and Northwest Bancshares, Inc.

Change in Control Agreement for Jacques M.

Filed herewith as Exhibit 10.21.

Retirement Agreement by and between

Harvey, Jr., Northwest Bancshares, Inc.

and Northwest Bank Incorporated by reference to the Current Report on Form 8-K (File No.

and Northwest Bank.

Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on September 21, 2023.

Independent Contractor Consulting Agreement by and between William W.

Independent Contractor Consulting Agreement by

and between William W.

Harvey, Jr., Northwest Bancshares, Inc.

and Northwest Bank Incorporated by reference to the Current Report on Form 8-K (File No.

and Northwest Bank.

Incorporated by reference to the Current Report on Form 8-K (File No.

001-34582), filed with the SEC on September 21, 2023.

12 Statement re:

computation of ratios Not required

Subsidiaries of Registrant Filed herewith as Exhibit 21

Consent of experts and counsel Filed herewith as Exhibit 23

24 Power of Attorney Not required

Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.1

Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.2

Amended and Restated Employment Agreement by

and between Northwest Bank, Northwest Bancshares, Inc.

and Douglas M.

Filed herewith as Exhibit 10.24.

Restricted Stock Unit Award Agreement under the

2022 Equity Incentive Plan for Louis J.

Filed herewith as Exhibit 10.25.

Insider Trading Policy.

Filed herewith as Exhibit 19.

Subsidiaries of Registrant.

Filed herewith as Exhibit 21.

Consent of KPMG LLP.

Filed herewith as Exhibit 23.

24 Power of Attorney.

Not required.

Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith as Exhibit 31.1.

Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith as Exhibit 31.2.

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 32

Policy Relating to Recovery of Extraneously Awarded Compensation Filed herewith as Exhibit 97

101 Interactive Data File (XBRL) Filed herewith as Exhibit 101

104 Interactive Data File (XBRL) Filed herewith as Exhibit 104

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

** Furnished herewith as Exhibit 32.

Policy Relating to Recovery of Extraneously Awarded Compensation.

Filed herewith as Exhibit 97.

101 Interactive Data File (XBRL).

Filed herewith as Exhibit 101.

104 Cover Page Interactive Data File (XBRL).

Filed herewith as Exhibit 104.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but Northwest Bancshares, Inc.

will provide them to the Securities and Exchange Commission upon request.

** Indicates a document being furnished with this annual report on Form 10-K.

Information in this annual report on Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section.

Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

FORM 10-K SUMMARY

10 unchanged sentences

February 25, 2025 By:

/s/ William W.

Harvey, Jr., Senior Executive Vice President,

Chief Operating Officer, and

Chief Financial Officer (Principal Financial Officer)

/s/ Douglas M.

Schosser, Chief Financial Officer

(Principal Financial Officer)

February 25, 2025 By:

/s/ Jeffrey J.

Maddigan, Executive Vice President, Finance, Accounting

and Corporate Treasurer (Principal Accounting Officer)

/s/ Joseph D.

Canfield Jr., Chief Accounting Officer

(Principal Accounting Officer)

February 25, 2025 By:

24 unchanged sentences

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-K

Item 9A. Controls and Procedures