What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-05 · 268 added, 180 removed, 1347 unchanged (25% of the section changed)

4 unchanged sentences

(in thousands, except share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 278,817 288,378

42 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

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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,

2025 2024 2025 2024

20 unchanged sentences

Noninterest income:

Loss on sale of investments — ( 39,413 ) — ( 39,413 )

Gain/(loss) on sale of investments 36 — 36 ( 39,413 )

Gain on sale of SBA loans 341 667 2,398 2,997

26 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

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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,

2025 2024 2025 2024

15 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

4 unchanged sentences

other comprehensive income/(loss) Total shareholders’ equity

Quarter ended June 30, 2025 Shares Amount

Beginning balance at March 31, 2025 127,736,303 $ 1,277 1,035,093 691,066 ( 98,481 ) 1,628,955

Quarter ended September 30, 2025 Shares Amount

Beginning balance at June 30, 2025 127,842,403 $ 1,278 1,037,615 699,049 ( 95,874 ) 1,642,068

Comprehensive income:

3 unchanged sentences

Total comprehensive income — — — 3,167 8,612 11,779

Acquisition of Penns Woods Bancorp, Inc.

18,226,469 182 230,018 — — 230,200

Exercise of stock options 18,182 1 176 — — 177

3 unchanged sentences

— — — ( 29,373 ) — ( 29,373 )

Ending balance at June 30, 2025 127,842,403 $ 1,278 1,037,615 699,049 ( 95,874 ) 1,642,068

Ending balance at September 30, 2025 146,097,057 $ 1,461 1,268,694 672,843 ( 87,262 ) 1,855,736

(1) includes shares withheld for taxes and forfeitures

1 unchanged sentence

other comprehensive 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

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

3 unchanged sentences

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 30, 2025 Shares Amount

Nine months ended September 30, 2025 Shares Amount

Beginning balance at December 31, 2024 127,508,003 $ 1,275 1,033,385 673,110 ( 110,914 ) 1,596,856

4 unchanged sentences

Total comprehensive income — — — 80,300 23,652 103,952

Acquisition of Penns Woods Bancorp, Inc.

18,226,469 182 230,018 — — 230,200

Exercise of stock options 83,316 1 762 — — 763

3 unchanged sentences

— — — ( 80,567 ) — ( 80,567 )

Ending balance at June 30, 2025 127,842,403 $ 1,278 1,037,615 699,049 ( 95,874 ) 1,642,068

Ending balance at September 30, 2025 146,097,057 $ 1,461 1,268,694 672,843 ( 87,262 ) 1,855,736

(1) includes shares withheld for taxes and forfeitures

1 unchanged sentence

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

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Six months ended June 30,

Nine months ended September 30,

Operating activities:

2 unchanged sentences

Provision for credit losses 47,860 7,940

Loss on sale of investments — 39,413

(Gain)/loss on sale of investments ( 36 ) 39,413

Net gain/loss on sale of assets 68 ( 5,646 )

3 unchanged sentences

Decrease in other assets 36,558 44,932

Decrease/(increase) in other liabilities ( 28,552 ) 8,375

(Increase)/decrease in other liabilities ( 9,258 ) 19,721

Net amortization on marketable securities ( 211 ) 754

16 unchanged sentences

Purchases of premises and equipment, net ( 9,099 ) ( 2,076 )

Acquisitions, net of cash received 30,899 —

Net cash used in investing activities 235,228 99,067

16 unchanged sentences

Loan foreclosures and repossessions $ 2,996 3,259

Business acquisitions:

Fair value of assets acquired $ 2,268,775 —

Northwest Bancshares, Inc.

common stock issued ( 230,200 ) —

Cash paid ( 3,607 ) —

Liabilities assumed $ 2,034,968 —

See accompanying notes to unaudited Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4 unchanged sentences

Northwest Bank is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking and Securities.

Northwest Bank operates 141 community-banking offices throughout Pennsylvania, Western New York, Eastern Ohio, and Indiana.

Northwest Bank operates 161 community-banking offices throughout Pennsylvania, Western New York, Ohio, and Indiana.

The accompanying unaudited Consolidated Financial Statements include the accounts of the Company and its subsidiary, Northwest Bank, and Northwest’s subsidiaries Northwest Capital Group, Inc., Great Northwest Corporation, and Mutual Federal Interest Company, Inc.

4 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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period.

The results of operations for the quarter ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period.

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(2) Acquisition

On July 25, 2025, the Company completed the previously announced merger with Penns Woods Bancorp, Inc.

(“Penns Woods”), the holding company for Jersey Shore State Bank and Luzerne Bank, along with the mergers of Jersey Shore State Bank and Luzerne Bank, (collectively referred to as "Penns Woods"), with and into Northwest Bank, for total consideration of $ 234 million.

The transaction has expanded Northwest’s franchise by 21 branch locations across North Central and Northeastern Pennsylvania after the consolidation.

The results of Penns Woods operations are included in the Consolidated Statements of Income from the date of acquisition.

The Penns Woods transactions constitutes a business combination as defined by FASB ASC Topic 805, Business Combinations.

Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values based on preliminary valuations as of the acquisition date.

Under the terms of the merger agreement, each share of Penns Woods common stock was converted into 2.385 shares of the Company's common stock, or a total of 18,226,469 shares of common stock of the Company, valued at $ 230 million, based on the $ 12.63 per share closing price of the Company's stock on July 25, 2025 with cash in lieu of fractional shares paid at a rate of $ 13.14 per whole share of Northwest Bancshares, Inc.

common stock.

Additionally, any unexercised stock options of Penns Woods outstanding were cancelled in exchange for a cash payment at the spread value over the exercise price with total consideration paid of $ 4 million.

As a result of the acquisition, the Company recorded preliminary goodwill totaling $ 57.4 million at July 25, 2025, which reflects expected synergies and economies of scale from the acquisition.

While the Company believes the information available on July 25, 2025 provided a reasonable basis for estimating fair value, the Company may obtain additional information and evidence within the one-year measurement period that could result in changes to the estimated fair value amounts and associated goodwill.

Valuations subject to change include, but are not limited to:

loans, identified intangible assets, certain deposits, certain other assets and liabilities, and related deferred income taxes.

Subsequent adjustments, if necessary, will be reflected in future filings.

The following table shows the preliminary assessment of the consideration transferred and assets acquired and the liabilities assumed that were recorded at fair value on the date of acquisition (in thousands):

Consideration paid:

Northwest Bancshares, Inc.

common stock issued $ 230,200

Cash consideration paid 3,607

Total consideration paid 233,807

Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value (1)

Cash and cash equivalents $ 34,506

Investment securities available-for-sale 160,728

Loans, net 1,814,501

Federal Home Loan Bank stock 29,408

Premises and equipment 15,862

Core deposit intangible 48,000

Other assets 108,345

Deposits ( 1,617,611 )

Borrowings ( 394,135 )

Other liabilities ( 23,202 )

Total identifiable net assets $ 176,402

Goodwill $ 57,405

(1) Amounts are estimates and subject to adjustment.

Actual amounts are not expected to differ materially from the amounts shown.

We estimated the fair value of loans acquired from Penns Woods by utilizing a methodology wherein similar loans were aggregated into pools.

Cash flows for each pool were determined by estimating future credit losses and the rate of prepayments.

Projected monthly cash flows were then discounted to present value based on a market rate for similar loans.

There was no carryover of Penns Woods allowance for credit losses associated with the loans we acquired as the loans were initially recorded at fair value.

The unpaid principal balance of loans acquired was $ 1.9 billion with a fair value of $ 1.8 billion, net of a $ 71.5 million discount.

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The core deposit intangible represents the future economic benefit of acquired customer deposits.

The fair value of the core deposit intangible asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources.

The core deposit intangible asset recognized as part of the Penns Woods merger is being amortized over its estimated useful life of ten years utilizing an accelerated method.

The goodwill, which is not amortized for book purposes, was assigned to our only segment, Banking and is not deductible for tax purposes.

The fair values of savings and transaction deposit accounts acquired from Penns Woods were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand.

Certificates of deposit were valued by projecting out the expected cash flows based on the contractual terms of the certificates of deposit.

These cash flows were discounted based on a market rate for a certificate of deposit with a corresponding maturity.

Direct costs related to the Penns Woods merger were expensed as incurred and were $ 36 million during the nine months ended September 30, 2025, which included technology and communications costs, professional services, marketing and advertising, severance expense and fixed asset disposals.

The following table presents unaudited pro forma information as if the acquisition of Penns Woods had occurred on January 1, 2024.

These results combine the historical results of Penns Woods in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024.

No adjustments have been made to the pro forma results regarding possible revenue enhancements or expense efficiencies.

Pro forma adjustments below include the net impact of Penns Woods loan accretion, CDI amortization and the elimination of merger-related costs and day 1 provision expense for non-PCD acquired loans.

The Company expects to achieve further operating cost savings and other business synergies, as a result of the acquisition, which are not reflected in the pro forma amounts below (dollars in thousands):

Proforma (unaudited) Proforma (unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total revenues (1) $ 174,672 160,312 526,381 429,656

Net income available to common shareholders 34,790 39,643 130,464 85,198

(1) Includes net interest income and total noninterest income

The Company's operating results for the three and nine months ended September 30, 2025 includes the operating results of the acquired assets and assumed liabilities of Penns Woods subsequent to the acquisition on July 25, 2025.

Due to the conversion of Penns Woods systems occurring at the merger date, as well as other streamlining and integration of the operating activities into those of the Company, historical reporting for the former Penns Woods operations is impracticable and thus disclosures of the revenue from the assets acquired and net income is impracticable for the period subsequent to acquisition.

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(3) Marketable Securities

The following table shows the portfolio of marketable securities available-for-sale at June 30, 2025 (in thousands):

The following table shows the portfolio of marketable securities available-for-sale at September 30, 2025 (in thousands):

Debt issued by the U.S government and agencies:

Due after one year through five years $ 1,762 11 ( 18 ) 1,755

Due after ten years 42,581 — ( 8,165 ) 34,416

1 unchanged sentence

Due after one year through five years 1,055 6 ( 3 ) 1,058

Due after five years through ten years 996 7 — 1,003

Municipal securities:

Due within one year 4,774 6 — 4,780

Due after one year through five years 12,096 117 ( 1 ) 12,212

4 unchanged sentences

Due after five years through ten years 10,893 59 ( 79 ) 10,873

Due after ten years 26,315 1,151 — 27,466

Mortgage-backed securities:

5 unchanged sentences

Total marketable securities available-for-sale $ 1,405,959 7,551 ( 142,630 ) 1,270,880

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The following table shows the portfolio of marketable securities available-for-sale at December 31, 2024 (in thousands):

18 unchanged sentences

Total marketable securities available-for-sale $ 1,278,665 1,197 ( 170,918 ) 1,108,944

The following table shows the portfolio of marketable securities held-to-maturity at June 30, 2025 (in thousands):

The following table shows the portfolio of marketable securities held-to-maturity at September 30, 2025 (in thousands):

Debt issued by government-sponsored enterprises:

8 unchanged sentences

Total marketable securities held-to-maturity $ 702,392 3 ( 83,762 ) 618,633

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The following table shows the portfolio of marketable securities held-to-maturity at December 31, 2024 (in thousands):

8 unchanged sentences

Total marketable securities held-to-maturity $ 750,586 1 ( 112,639 ) 637,948

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at June 30, 2025 (in thousands):

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at September 30, 2025 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 1,226,239 1,106,811

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at June 30, 2025 (in thousands):

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at September 30, 2025 (in thousands):

Mortgage-backed securities:

3 unchanged sentences

Total mortgage-backed securities $ 577,927 503,800

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, 2025 (in thousands):

Less than 12 months 12 months or more Total

7 unchanged sentences

Total $ 57,888 ( 354 ) 1,334,242 ( 226,038 ) 1,392,130 ( 226,392 )

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8 unchanged sentences

Total $ 313,235 ( 3,764 ) 1,310,418 ( 279,793 ) 1,623,653 ( 283,557 )

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of June 30, 2025, which were comprised of 319 individual securities, represent 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, 2025, which were comprised of 311 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, 2025, 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, 2025, 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, 2025.

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of June 30, 2025 (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, 2025 (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, 2025.

All of our held-to-maturity securities were current in their payment of principal and interest as of September 30, 2025.

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

3 unchanged sentences

Total marketable securities held-to-maturity $ 702,392 702,392

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(4) Loans Receivable

The following tables excludes loans held for sale.

The following table shows a summary of our loans receivable at amortized cost basis at June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

The following table shows a summary of our loans receivable at amortized cost basis at September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

Personal Banking:

12 unchanged sentences

Total loans receivable, net (1) 12,783,537 11,063,195

(1) Includes $ 68 million and $ 60 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at June 30, 2025 and December 31, 2024, respectively.

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, 2025 (in thousands):

Balance as of June 30, 2025 Current period provision Charge-offs Recoveries Balance as of March 31, 2025

(1) Includes $( 151 ) thousand and $ 60 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at September 30, 2025 and December 31, 2024, respectively.

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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, 2025 (in thousands):

Balance as of September 30, 2025 Current period provision (1)

Charge-offs (2)

Recoveries Initial ACL on loans purchased with credit deterioration Balance as of June 30, 2025

Allowance for Credit Losses

21 unchanged sentences

Total off-balance sheet exposure $ 10,703 ( 189 ) — — — 10,892

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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

(1) Includes initial day 1 allowance on non-PCD loans acquired from Penns Woods of $ 20.6 million

(2) Net charge-offs and associated metrics for the quarter ended September 30, 2025 exclude $ 18.1 million of charge-offs recognized immediately upon completion of the Penns Woods acquisition and related to required purchase accounting treatment

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):

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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

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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, 2025 (in thousands):

Balance as of

2025 Current period provision Charge-offs Recoveries Balance as of December 31, 2024

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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, 2025 (in thousands):

Balance as of September 30, 2025 Current period provision (1)

Charge-offs (2)

Recoveries Initial ACL on loans purchased with credit deterioration Balance as of December 31, 2024

Allowance for Credit Losses

21 unchanged sentences

Total off-balance sheet exposure $ 10,703 ( 3,246 ) — — — 13,949

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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):

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

(1) Includes initial day 1 allowance on non-PCD loans acquired from Penns Woods of $ 20.6 million

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

Allowance for Credit Losses

22 unchanged sentences

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

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2025 (in thousands):

The following table presents additional information related to the acquired Penns Woods loan portfolio at the acquisition date, including the initial ACL at acquisition on the PCD loans (dollars in thousands):

Unpaid principal balance of loans at acquisition $ 118,528

Allowance for credit losses at acquisition ( 6,029 )

Non-credit discount at acquisition ( 2,798 )

Purchase price $ 109,701

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The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at September 30, 2025 (in thousands):

receivable Allowance for

13 unchanged sentences

Total $ 12,940,933 157,396 128,325 701

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The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2024 (in thousands):

14 unchanged sentences

Total $ 11,180,014 116,819 61,401 656

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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, 2025 (in thousands):

June 30, 2025

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, 2025 (in thousands):

September 30, 2025

Nonaccrual loans at December 31, 2024 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period

11 unchanged sentences

Total $ 61,401 86,121 42,204 128,325

During the three and six months ended June 30, 2025, we d id no t recognize any interest income on nonaccrual loans.

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During the three and nine months ended September 30, 2025, 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, 2024 (in thousands):

14 unchanged sentences

During the year ended December 31, 2024, we did not recognize any interest income on nonaccrual loans.

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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, 2025 (in thousands):

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, 2025 (in thousands):

Real estate Equipment Other Total

19 unchanged sentences

a term extension, principal forgiveness, an other-than-insignificant payment delay, and/or an interest rate reduction.

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The following table presents the amortized cost basis of loans for the periods indicated that were both experiencing financial difficulty and modified during the respective period, by class and by type of modification.

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,

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

Personal Banking:

1 unchanged sentence

Home equity loans — 164 — 0.01 % — 29 — 0.00 %

Consumer loans

— — — — % — — 11 0.01 %

Total Personal Banking — 770 — 0.01 % — 523 11 0.01 %

1 unchanged sentence

Commercial real estate loans 8,476 76,062 — 2.73 % 1,357 — — 0.05 %

Commercial real estate loans - owner occupied — 3,542 — 0.97 % — 697 0.19 %

Commercial loans 63 148 136 0.02 % — 35 — 0.00 %

Total Commercial Banking 8,539 76,210 136 1.46 % 1,357 35 — 0.03 %

Total $ 8,539 $ 76,980 136 0.66 % 1,357 558 11 0.02 %

For the six months ended June 30,

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For the nine months ended September 30,

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

12 unchanged sentences

Total $ 10,392 86,702 223 0.75 % 1,628 1,767 680 105 0.04 %

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

For the quarter ended September 30,

Personal Banking:

1 unchanged sentence

Home equity loans — % 67 0 — % 105 0

Consumer loans — % 0 0 5 % 10 0

Total Personal Banking — % 141 0 5 % 151 0

1 unchanged sentence

Commercial real estate loans — % 12 0.5 — % 0 0.3

Commercial real estate loans - owner occupied — % 6 0.0 2 % 0

Commercial loans 3 % 74 0.3 — % 6 0

Total Commercial Banking 3 % 12 0.5 — % 6 0.3

Total loans 3 % 13 0.5 5 % 142 0.3

For the six months ended June 30,

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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 that such loans have been modified within the previous twelve months of June 30, 2025 (in thousands) :

The following table presents the performance of loans that such loans have been modified within the previous twelve months of September 30, 2025 (in thousands) :

Current 30-59 days

4 unchanged sentences

Home equity loans 313 — — —

Consumer loans 9 — — —

Total Personal Banking 1,192 — — 210

5 unchanged sentences

Total loans $ 90,207 5,367 — 1,995

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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

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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 periods indicated and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands):

For the quarter ended June 30,

For the quarter ended September 30,

Term extension Payment delay Term extension

12 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.

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The following table provides information related to the amortized cost basis of loan payment delinquencies at June 30, 2025 (in thousands):

The following table provides information related to the amortized cost basis of loan payment delinquencies at September 30, 2025 (in thousands):

delinquent 60-89 days

14 unchanged sentences

Total loans $ 43,114 17,769 83,198 144,081 12,796,852 12,940,933

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The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2024 (in thousands):

33 unchanged sentences

Substandard — Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any.

Loans so classified have a well-defined weakness or weaknesses that jeopardize the

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liquidation of the debt.

Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.

They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.

10 unchanged sentences

Substandard — Loans classified as substandard are homogeneous loans that are greater than 90 days past due from the required payment date at month-end, or homogenous retail loans that are greater than 180 days past due from the required payment date at month-end that has been written down to the value of underlying collateral, less costs to sell.

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Doubtful — Loans classified as doubtful are homogeneous loans that are greater than 180 days past due from the required payment date at month-end and not written down to the value of underlying collateral.

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

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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, 2025 (in thousands):

YTD June 30, 2025 2024 2023 2022 2021 Prior Revolving loans Revolving loans converted to term loans Total loans

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YTD September 30, 2025 2024 2023 2022 2021 Prior Revolving loans Revolving loans converted to term loans Total loans

Personal Banking:

41 unchanged sentences

Total loans $ 1,578,605 1,574,598 1,373,744 1,890,563 1,474,407 3,368,079 1,600,278 80,659 12,940,933

For the six months ended June 30, 2025, $ 6 million of revolving loans were converted to term loans.

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For the nine months ended September 30, 2025, $ 8 million of revolving loans were converted to term loans.

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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, 2024 (in thousands):

48 unchanged sentences

For the year ended December 31, 2024, $ 16 million of revolving loans were converted to term loans.

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(5) Goodwill and Other Intangible Assets

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amortizable intangible assets:

Core deposit intangibles - gross $ 74,899 74,899

Acquisitions 48,000 —

accumulated amortization ( 74,975 ) ( 72,062 )

1 unchanged sentence

Total intangible assets - net $ 47,924 2,837

The following table shows the actual aggregate amortization expense for the quarters ended June 30, 2025 and 2024, 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, 2025 $ 436

For the quarter ended June 30, 2024 635

For the six months ended June 30, 2025 940

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

The following table shows the actual aggregate amortization expense for the quarters ended September 30, 2025 and 2024, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the five succeeding fiscal years (in thousands):

For the quarter ended September 30, 2025 $ 1,974

For the quarter ended September 30, 2024 590

For the nine months ended September 30, 2025 2,914

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

For the year ending December 31, 2025 5,563

1 unchanged sentence

For the year ending December 31, 2027 8,040

For the year ending December 31, 2028 6,783

For the year ending December 31, 2029 5,831

For the year ending December 31, 2030 4,879

The following table provides information for the changes in the carrying amount of goodwill (in thousands):

Balance at December 31, 2024 $ 380,997

Balance at June 30, 2025 $ 380,997

Goodwill acquired 57,405

Balance at September 30, 2025 $ 438,402

We performed our annual goodwill impairment test as of June 30, 2025 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, 2025 and December 31, 2024 are presented in the following table (dollars in thousands):

June 30, 2025 December 31, 2024

Borrowed funds at September 30, 2025 and December 31, 2024 are presented in the following table (dollars in thousands):

September 30, 2025 December 31, 2024

Amount Average rate Amount Average rate

Term notes payable to the FHLB of Pittsburgh, due within one year $ 242,953 4.46 % $ 175,000 4.64 %

Term notes payable to the FHLB of Pittsburgh, due in more than one year 105,605 4.09 % — — %

Total term notes payable to the FHLB 348,558 175,000

Collateralized borrowings, due within one year 18,223 1.41 % 22,323 1.73 %

2 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, 2025, the carrying value of these loans wa s $ 5.6 billion.

At September 30, 2025, the carrying value of these loans wa s $ 5.3 billion.

Certai n 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.

There was no balance on the revolving line of credit at June 30, 2025 and December 31, 2024.

At June 30, 2025 and December 31, 2024, collateralized borrowings due within one year were $ 23 million and $ 22 million, respectively.

There was no balance on the revolving line of credit at September 30, 2025 and December 31, 2024.

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At September 30, 2025 and December 31, 2024, collateralized borrowings due within one year were $ 18 million and $ 22 million, respectively.

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

At June 30, 2025, the carrying value of the cash and securities used as collateral was $ 35 million.

At June 30, 2025 and December 31, 2024, collateral received was $ 464 thousand and $ 3 million, respectively.

At September 30, 2025, the carrying value of the cash and securities used as collateral was $ 33 million.

At September 30, 2025 and December 31, 2024, collateral received was $ 1 million and $ 3 million, respectively.

This represents collateral posted to us from our derivative counterparties.

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At June 30, 2025 and December 31, 2024, term notes payable to the FHLB of Pittsburgh due within one year were $ 175 million.

The The June 30, 2025 total is made up of seven advances each for $ 25 million.

At September 30, 2025 and December 31, 2024, term notes payable to the FHLB of Pittsburgh due within one year was $ 243 million and $ 175 million, respectively.

At September 30, 2025 term notes payable to the FHLB of Pittsburgh due in more than one year was $ 106 million.

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.

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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, 2025 and December 31, 2024, subordinated debentures, net of issuance costs, were $ 115 million.

For the six months ended June 30, 2025 and June 30, 2024 total interest expense paid on the subordinate notes was $ 2 million.

At September 30, 2025 and December 31, 2024, subordinated notes, net of issuance costs, were $ 115 million.

For the nine months ended September 30, 2025 and September 30, 2024 total interest expense paid on the subordinated 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, 2025 December 31, 2024

Maturity date Interest rate Capital debt securities September 30, 2025 December 31, 2024

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

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

For the six months ended June 30, 2025 and June 30, 2024 total interest expense paid on trust preferred securities was $ 4 million and $ 5 million, respectively.

For the nine months ended September 30, 2025 and September 30, 2024 total interest expense paid on trust preferred securities was $ 6 million and $ 7 million, respectively.

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.

All or part of the debentures may be redeemed at any time.

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:

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

• the trusts to become subject to federal income tax or to certain other taxes or governmental charges;

• the trusts to register as an investment company;

• the preferred securities to no longer qualify as Tier 1 capital.

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We may, at any time, dissolve any of the Trusts and distribute the debentures to the trust security holders, subject to receipt of any required regulatory approvals.

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(7) Guarantees

5 unchanged sentences

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

At June 30, 2025, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 57 million, of which $ 55 million is fully collateralized.

At June 30, 2025, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

At September 30, 2025, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 70 million, of which $ 64 million is fully collateralized.

At September 30, 2025, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

In addition, we maintain a $ 21 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 $ 12 million in notional value of credit cards have been issued.

These issued credit cards had an outstanding balance of $ 3 million at June 30, 2025.

These issued credit cards had an outstanding balance of $ 3 million at September 30, 2025.

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

3 unchanged sentences

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 EPS for the three and six months ended June 30, 2025 and 2024 and the treasury stock method was used to determine diluted earnings per share for the three and six months ended June 30, 2025 and 2024.

The two-class method was used to determine basic EPS for the three and nine months ended September 30, 2025 and 2024 and the treasury stock method was used to determine diluted earnings per share for the three and nine months ended September 30, 2025 and 2024.

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

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Quarter ended June 30, Six months ended June 30,

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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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(9) 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 $ ( 98 ) ( 691 ) 22 25

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.

29 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, 2025 and December 31, 2024, 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 June 30, 2025 (in thousands):

At September 30, 2025 and December 31, 2024, 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, 2025 (in thousands):

amount Estimated

10 unchanged sentences

Forward commitments 229 229 — 229 — —

Foreign exchange swaps 57 57 — 57 — —

Interest rate swaps designated as hedging instruments — — — 126 — ( 126 )

2 unchanged sentences

Total financial assets $ 15,160,818 14,399,400 334,366 1,918,981 12,129,205 ( 16,501 )

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Financial liabilities:

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Savings and checking deposits $ 10,824,705 10,824,705 10,824,705 — — —

3 unchanged sentences

Junior subordinated debentures 130,028 127,178 — — 127,178 —

Foreign exchange swaps 262 262 — 262 — —

Interest rate swaps designated as hedging instruments — — — 1,279 — ( 1,279 )

36 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, 2025 and December 31, 2024.

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The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2025 (in thousands):

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both September 30, 2025 and December 31, 2024.

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The following table represents assets and liabilities measured at fair value on a recurring basis at September 30, 2025 (in thousands):

Level 1 Level 2 Level 3 Netting Adjustments (1) Total assets

18 unchanged sentences

Forward commitments — 229 — — 229

Foreign exchange swaps — 57 — — 57

Interest rate swaps designated as hedging instruments — 126 — ( 126 ) —

1 unchanged sentence

Total assets $ — 1,300,348 1,030 ( 16,501 ) 1,284,877

Foreign exchange swaps $ — 262 — — 262

Interest rate swaps designated as hedging instruments $ — 1,279 — ( 1,279 ) —

3 unchanged sentences

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2024 (in thousands):

31 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 endedSeptember 30,

2025 2024 2025 2024

6 unchanged sentences

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans individually assessed, real estate owned, and MSRs.

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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, 2025 (in thousands):

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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 September 30, 2025 (in thousands):

Level 1 Level 2 Level 3 Total assets

1 unchanged sentence

Loans individually assessed $ — — 38,698 38,698

Mortgage servicing rights — — 1 1

Real estate owned, net — — 174 174

19 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, 2025 (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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(11) Derivative Financial Instruments

3 unchanged sentences

Derivatives Designated as Hedging Instruments

As of June 30, 2025, the Company had entered into seven separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $ 175 million with maturities ranging from three to five years .

As of September 30, 2025, the Company had entered into seven separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $ 175 million with maturities ranging from three to five years .

Our risk management objective and strategy for these interest rate swaps at such time was to reduce our exposure to variability in interest-related cash outflows attributable to changes in the USD-SOFR swap rate, the designated benchmark interest rate being hedged.

22 unchanged sentences

Changes to the fair value of 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, 2025

At September 30, 2025

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,

2025 2024 2025 2024

2 unchanged sentences

Non-hedging swap derivatives:

(Decrease)/increase in other income ( 231 ) ( 112 ) ( 612 ) 175

Increase in mortgage banking income 627 323 789 208

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended June 30, 2025 (dollars in thousands):

Increase/(decrease) in other income 325 ( 221 ) ( 287 ) ( 45 )

Increase/(decrease) in mortgage banking income 223 ( 73 ) 1,012 135

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended September 30, 2025 (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 $ ( 1,052 )

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Our derivatives are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements.

2 unchanged sentences

Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Statements of Financial Condition as of June 30, 2025 (dollars in thousands).

Derivative assets Gross amounts of

31 unchanged sentences

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, 2025, 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, 2025, 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.

Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate loss to us from legal proceedings.

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(13) Changes in Accumulated Other Comprehensive Income

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, 2025

For the quarter ended September 30, 2025

on securities

3 unchanged sentences

pension plans Total

Balance as of March 31, 2025 $ ( 116,385 ) ( 102 ) 18,006 ( 98,481 )

Other comprehensive/(loss) income before reclassification adjustments (1) (3) 3,425 ( 650 ) — 2,775

Balance as of June 30, 2025 $ ( 112,959 ) ( 752 ) 17,837 ( 95,874 )

Other comprehensive income/(loss) income before reclassification adjustments (1) (3) 8,820 ( 84 ) — 8,736

Amounts reclassified from accumulated other comprehensive income (2) (4) 44 — ( 168 ) ( 124 )

Net other comprehensive income/(loss) 8,864 ( 84 ) ( 168 ) 8,612

Balance as of June 30, 2025 $ ( 112,959 ) ( 752 ) 17,837 ( 95,874 )

For the quarter ended June 30, 2024

Balance as of September 30, 2025 $ ( 104,095 ) ( 836 ) 17,669 ( 87,262 )

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 (5) (7) 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 )

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

(1) Consists of unrealized holding gains, net of tax of ($ 2,826 ) .

2 unchanged sentences

(4) Consists of realized gains, net of tax of $ 64 .

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

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

(6) Consists of realized losses, net of tax of $ 0

1 unchanged sentence

(8) Consists of realized gains, net of tax of $ 148 .

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

on securities

7 unchanged sentences

Net other comprehensive income/(loss) 26,153 ( 1,995 ) ( 506 ) 23,652

Balance as of June 30, 2025 $ ( 112,959 ) ( 752 ) 17,837 ( 95,874 )

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For the six months ended June 30, 2024

Balance as of September 30, 2025 $ ( 104,095 ) ( 836 ) 17,669 ( 87,262 )

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For the nine months ended September 30, 2024

on securities

7 unchanged sentences

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

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

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

(1) Consists of unrealized holding gains, net of tax of ($ 8,489 ) .

2 unchanged sentences

(4) Consists of realized gains, net of tax of $ 191 .

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

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

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

1 unchanged sentence

(8) Consists of realized gains, net of tax of $ 442 .

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(14) Segment Information

13 unchanged sentences

Banking Segment

Quarter ended June 30, Six months ended June 30,

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Trust and other financial services income 8,040 7,924 23,898 22,617

Loss on sale of investments — ( 39,413 ) — ( 39,413 )

Gain (loss) on sale of investments 36 — 36 ( 39,413 )

Other revenue (1)

15 unchanged sentences

(2) Other segment items include expenses for collections, marketing, amortization of intangibles, merger, asset disposition and restructuring and other operating expense.

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Banking Segment

Quarter ended June 30, Six months ended June 30,

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

8 unchanged sentences

Expenditures for segment assets 3,648 1,989 9,099 2,076

(14) Subsequent Events

On July 25, 2025, the Company completed the previously announced merger with Penns Woods Bancorp , Inc.

(“Penns Woods”), the holding company for Jersey Shore State Bank and Luzerne Bank, along with the mergers of Jersey Shore State Bank and Luzerne Bank with and into Northwest Bank, for a total estimated consideration of $ 234 million.

The Company is currently in the process of finalizing the purchase accounting of this transaction.

Under the terms of the Agreement and Plan of Merger entered into by the Company and Penns Woods on December 16, 2024 (the "Merg er Agreement"), each share of common stock of Penns Woods converted into the right to receive 2.385 shares of the Company’s common stock or a total of 18,226,469 shares of common stock of the Company valued at $ 230 million, based on the $ 12.63 per share clos ing price of the Company's stock on July 25, 2025.

Additionally, any unexer cised stock options of Penns Woods outstanding were cancelled in exchange for a cash payment at the spread value over the exercise price valued at $ 4 million.

The transaction has resulted the Company having approximately $ 17 billion in total assets, providing banking services throug h 151 financial centers and 10 free standing drive-up facilities in four states.

The transaction expanded the Company's franchise by 21 full-service offices located in Pennsylvania.

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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