What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-25 · 92 added, 176 removed, 509 unchanged (34% of the section changed)

9 unchanged sentences

We also maintain administrative offices located at 100 Liberty Street, Warren, Pennsylvania 16365.

The telephone number for these addresses is (814) 726-2140.

The Company’s website (www.northwest.com) contains a direct link to Northwest Bancshares, Inc.’s filings with the SEC, including copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these filings, if any.

Information on our website shall not be considered a part of this report.

Copies of our filings may be obtained, without charge, by written request to Shareholder Relations, 100 Liberty Street, P.O.

Box 128, Warren, Pennsylvania 16365, or emailing shareholderrelations@northwest.com.

Copies of our filings may be obtained, without charge, by written request to Shareholder Relations, 3 Easton Oval, Suite 500, Columbus, Ohio 43219, or emailing shareholderrelations@northwest.com.

Northwest Bank

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Northwest Bank’s mutual savings bank predecessor was founded in 1896.

As of December 31, 2024, Northwest Bank operated 141 community-banking locations throughout its market area in Pennsylvania, western New York, eastern Ohio, and Indiana.

Our principal lending activities are the origination of loans secured by first mortgages on owner-occupied, one-to-four-family residences, shorter term consumer loans, and commercial business and commercial real estate loans.

As of December 31, 2025, Northwest Bank operated 161 community-banking locations throughout its market area in Pennsylvania, western New York, northeastern Ohio, and Indiana.

Our principal lending activities are the origination of loans secured by first

mortgages on owner-occupied, one-to-four-family residences, shorter term consumer loans, and commercial business and commercial real estate loans.

Our principal sources of funds are personal and business deposits, borrowed funds and the principal and interest payments on loans and marketable securities.

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Northwest Bank’s principal executive office is located at 100 Liberty Street, Warren, Pennsylvania 16365, and the telephone number at that address is (814) 726-2140.

Agreement to Acquire Penns Woods

On December 16, 2024, the Company and Penns Woods Bancorp, Inc., a Pennsylvania corporation (“Penns Woods”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

The Merger Agreement provides for a business combination whereby Penns Woods will merge with and into the Company (the “Merger”), with the Company as the surviving corporation in the merger.

Immediately after the effective time of the Merger (the “Effective Time”), or at such later time as the Company determines, Penns Woods’ wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered state bank, and Jersey Shore State Bank, a Pennsylvania-chartered state bank, will merge with and into Northwest Bank, with Northwest Bank as the surviving bank in the subsidiary bank mergers.

The boards of directors of Northwest and Penns Woods have unanimously approved entry into the Merger Agreement and the transactions contemplated thereby.

Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Penns Woods’ common stock, $5.55 par value, issued and outstanding immediately prior to the Effective Time (except for Treasury Shares (as provided for in the Merger Agreement)), will be converted, in accordance with the procedures set forth in the Merger Agreement, into a right to receive 2.385 shares of common stock, $0.01 par value, of the Company.

Under the terms and subject to the conditions of the Merger Agreement, the Company agreed to fill the current vacancy on its Board of Directors (or otherwise expand its Board of Directors by one director and fill the resulting vacancy) with Penns Woods director, Richard A.

Grafmyre, effective at the Effective Time and subject to the Company’s standard corporate governance practices and standard director evaluation process.

The Merger is expected to close in the third quarter of 2025, pending satisfaction of various closing conditions, including:

(i) the receipt of Penns Woods’ shareholders adoption and approvals;

(ii) authorization for listing on the Nasdaq Stock Market LLC of the shares of common stock of the Company to be issued in the Merger;

(iii) the receipt of required regulatory approvals, including the approval of the Federal Reserve Board and the Pennsylvania Department of Banking and Securities;

(iv) effectiveness of the registration statement on Form S-4 for the shares of common stock of the Company to be issued in the Merger;

(v) the absence of any order, injunction or other legal restraint preventing or making illegal the completion of the Merger or any of the other transactions contemplated by the Merger Agreement.

Acquisition of Penns Woods

On July 25, 2025, the Company completed its acquisition of Penns Woods Bancorp, Inc.

("Penns Woods"), pursuant to the merger agreement, which was entered into by the Company and Penns Woods on December 16, 2024 (the "Merger Agreement").

In accordance with the Merger Agreement, the Company and Penns Woods completed a business combination whereby Penns Woods merged with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger.

Immediately after the effective time of the Merger (the “Effective Time”), Penns Woods’ wholly-owned subsidiary banks, Luzerne Bank, a Pennsylvania-chartered state bank, and Jersey Shore State Bank, a Pennsylvania-chartered state bank, merged with and into Northwest Bank, with Northwest Bank as the surviving bank in the subsidiary bank mergers.

Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of Penns Woods’ common stock, $5.55 par value, issued and outstanding immediately prior to the Effective Time (except for Treasury Shares (as provided for in the Merger Agreement), converted, in accordance with the procedures set forth in the Merger Agreement, into a right to receive 2.385 shares of common stock, $0.01 par value, of the Company.

The Penns Woods results of operations are included in the Company’s consolidated results since the date of acquisition.

Therefore, the Company’s year to date 2025 results reflect increased levels of average balances, net interest income, and noninterest expense compared to the prior year results.

After purchase accounting fair value adjustments, the acquisition added $2.2 billion of total assets, including $1.8 billion of loans, $160 million of investments, of which $82 million were immediately sold, as well as $2.0 billion of total liabilities, primarily consisting of $1.6 billion in deposits.

The Company recorded preliminary goodwill of $63 million and core deposit intangibles of $42 million related to the acquisition.

Market Area and Competition

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T hese markets have experienced a 1.9% decrease in population between 2020 and 2025.

As of December 31, 2024, the market’s average median household income has decreased over the last year by 2.1%, to $66,127, compared to the national median income level of $78,770.

As of December 31, 2025, the market’s average median household income has increased over the last year by 8.9%, to $72,000, compared to the national median income level of $86,867.

The household income growth rate in Pennsylvania of 10.9%, is projected to be slightly lower than the national average growth rates during the next five years of 11.3%.

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This market has a diverse economy driven by healthcare and education industries, service businesses, technology companies and small manufacturing operations.

Our Indiana market area has a total population of approximately 934,000 and total households of approximately 368,000 as of December 31, 2024.

Our Indiana market area has a total population of approximately 1.3 million and total households of approximately 832,000 as of December 31, 2025.

The population of this area has remained stable between 2020 and 2025.

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Lending Activities

Our principal lending activities are the origination of fixed and adjustable-rate loans collateralized by one-to-four-family residential real estate, shorter term consumer loans and loans collateralized by multi-family residential and commercial real estate as well as commercial business loans.

Our principal lending activities are the origination of fixed and adjustable-rate loans collateralized by one-to-four-family residential real estate, shorter term consumer loans, mainly collateralized by automobiles, and loans collateralized by multi-family residential and commercial real estate as well as commercial business loans.

Generally, we focus our lending activities in the geographic areas where we maintain offices.

In an effort to manage interest rate risk, we have sought to make our interest-earning assets more interest rate sensitive by originating adjustable-rate loans, such as adjustable-rate residential mortgage loans and home equity lines of credit, and by originating short-term and medium-term fixed-rate consumer loans.

In recent years we have emphasized the origination of commercial real estate loans and commercial business loans, which generally have adjustable-rates of interest and shorter maturities than one-to-four-family residential real estate loans.

In recent years we have emphasized the origination of commercial real estate loans and

commercial business loans, which generally have adjustable-rates of interest and shorter maturities than one-to-four-family residential real estate loans.

Because we originate a substantial amount of long-term fixed-rate mortgage loans collateralized by one-to-four-family residential real estate, when possible, we originate and underwrite loans according to standards that allow us to sell them into the secondary mortgage market for purposes of managing interest-rate risk and liquidity.

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Therefore, even when our strategy is to increase the origination of adjustable-rate residential mortgage loans, market conditions may be such that there is greater demand for fixed-rate mortgage loans.

Adjustable-rate residential mortgage loans totaled $95 million, or 1%, of our gross loan portfolio at December 31, 2024.

Our fixed-rate residential mortgage loan products offer fixed rates for up to 30 years.

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We also require flood insurance for loans secured by properties located within special flood hazard areas.

Included in our $3.2 billion portfolio of residential mortgage loans as of December 31, 2024 are construction loans of $7 million, or 0.

2% of our gros s loan portfolio.

We offer fixed-rate and adjustable-rate residential construction-to-permanent loans primarily for the construction of owner-occupied one-to-four-family residences in our market area to owners who have a contract for construction.

Construction loans are originated with terms of up to 30 years with an allowance of up to one year for construction.

Advances are made as construction is completed, and interest is charged on the total amount of credit extended.

At the end of the construction period, repayment terms convert to fully amortizing payments, with both principal and interest due monthly.

Construction lending generally involves a greater degree of credit risk than permanent residential mortgage lending, as repayment of construction loans is often dependent upon the successful completion of construction projects.

Construction delays or the inability of borrowers to sell properties once construction is completed may impair borrowers’ ability to repay loans.

Private mortgage insurance is required for construction loans with loan-to-value ratios in excess of 80%, and the maximum loan-to-value ratio for construction loans is 95% of the lower of cost to build or as-completed appraised value.

In addition, we originate loans within our market area that are secured by individual unimproved or improved lots.

Land loans for the construction of owner-occupied residential real estate properties are currently offered with fixed rates for terms of up to ten years.

The maximum loan-to-value ratio for these loans is 80% of the as-completed appraised value.

Our residential mortgage loans customarily include due-on-sale clauses, which are provisions giving us the right to declare loans immediately due and payable in the event, among other things, borrowers sell or otherwise dispose of underlying real properties serving as collateral for loans.

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Other Consumer Loans .

The principal types of other consumer loans we offer are direct and indirect automobile loans, sales finance loans, unsecured personal loans, credit card loans, and loans secured by investment accounts.

The principal types of other consumer loans we offer are direct auto refinance loans, indirect automobile and recreational loans, unsecured personal loans, credit card loans, and loans secured by investment accounts.

These loans are typically offered with maturities of ten years or less.

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Our multi-family commercial real estate loans are secured by multi-family residences, such as rental properties, student housing, and senior living facilities.

Our other commercial real estate loans are secured by nonresidential properties such as hotels, commercial offices, medical buildings, manufacturing facilities and retail establishments.

Our other commercial real estate loans are secured by nonresidential properties such as hotels, commercial offices, medical buildings, manufacturing facilities, industrial and retail establishments.

At December 31, 2025, a significant portion of our multi-family commercial real estate and commercial real estate loans were secured by properties located within our market area.

Our largest commercial loan relationship, including commercial real estate, had an aggregate total exposure of $114.1 million as of December 31, 2024.

The largest component of this exposure is attributed to loans secured by student housing, which comprised $53.3 million of exposure at December 31, 2024, which additional loans secured by multi-family residential, commercial office, hotel and retail buildings.

This relationship is also our largest commercial real estate loan relationship as of December 31, 2024, with $112.5 million of the exposure attributed to commercial real estate loans.

All of the underlying loans were performing in accordance with their terms as of December 31, 2024.

Multi-family commercial and commercial real estate loans are offered with both adjustable and fixed interest rates.

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We offer commercial loans to finance various activities in our market area, some of which are secured in part by additional real estate collateral.

At December 31, 2024, our largest commercial loan relationship had an aggregate total exposure of

$65.0 million, and operates in the manufacturing space.

These loans were performing in accordance with their agreed upon terms as of December 31, 2024.

Commercial business loans are offered with both fixed and adjustable interest rates.

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The financial strength of each applicant is also assessed through a review of financial statements provided by the applicant.

We originate commercial loans through our network of Small Business and Commercial Loan Officers located in our areas.

In addition, our Commercial Finance group originates loans where multiple banks may be involved in the credit facilities.

These loans are made to companies operating in our market area.

We originate commercial loans through our network of Small Business and Commercial Loan Officers located primarily in our core areas of New York, Pennsylvania, Ohio and Indiana.

In addition, our commercial specialty verticals originate based upon a national footprint.

The commercial finance group primarily originates loans where multiple banks may be involved in the credit facilities.

Many of these companies carry public debt ratings.

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Non-real estate loans are underwritten by local loan officers and/or a centralized underwriting team who are granted various levels of authority based on their lending experience and expertise.

These authority levels are reviewed by the Credit Committee on at least an annual basis.

These authority levels are reviewed by the Credit Risk Committee on at least an annual basis.

For commercial loans, aggregate credit exposures over $1.0 million are underwritten by Commercial Credit Management.

Our commercial loan policy assigns individual lending limits for our various commercial credit underwriters and dual authority consisting of an individual from Commercial Credit Management and Credit Risk Officers.

Lending authorities are established by the Credit Committee.

Lending authorities are established by the Credit Risk Committee.

The Senior Loan Committee meets weekly to approve extensions of credit in excess of the maximum dual authority limits.

The Credit Committee meets monthly to review the assigned lending limits and to monitor our lending policies, loan activity, economic conditions, and concentrations of credit.

The Northwest Credit Committee has established a policy to make no loans, either individually or in the aggregate to one borrower or single source of repayment (the “ Total Credit Exposure Limit”), in excess of $30.0 million.

For loans originated and managed within the Corporate Finance portfolio, the Total Credit Exposure limit is increased to $50.0 million for borrowers with a strong credit profile and a risk rating of 3 or better.

The Aggregate Credit Exposure, which represents total relationship exposure which may include multiple distinct borrowers, limit is $100.0 million.

The Credit Risk Committee meets at least quarterly to review the assigned lending limits and to monitor our lending policies, loan activity, economic conditions, and concentrations of credit.

The Northwest Credit Risk Committee has established a policy to make no loans, either individually or in the aggregate to one borrower or single source of repayment (the “ Total Credit Exposure Limit”), in excess of $30.0 million.

The Total Credit Exposure limit is increased to $50 million for loans originated to borrowers with an investment grade rating and a risk rating of 3 or better.

These loans are generally managed within the Corporate Finance portfolio.

The Aggregate Credit Exposure, which represents total relationship exposure which may include multiple distinct borrowers, the limit is $100.0 million.

Criticized/classified loans exceeding $5.0 million or unusual loan requests are reviewed with the Risk Management Committee of the Board of Directors at each quarterly meeting.

In addition, the Chief Credit Officer has the authority to require that the Board of Directors review any loan that has been approved by the Senior Loan Committee with which the Chief Credit Officer has specific concerns.

After a loan is approved, a loan commitment letter is promptly issued to the borrower.

At December 31, 2025, we had commitments to originate $358 million of loans.

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Deferred loan fees and costs are recognized as part of interest income immediately upon prepayment or the sale of the related loan.

At December 31, 2024, we had $63 million of net deferred loan origination fees.

Loan origination fees vary with the volume and type of loans and commitments originated and purchased, principal repayments, and competitive conditions in the marketplace.

Loan origination costs were $16.3 million, $16.4 million and $18.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Loans-to-One Borrower .

As of December 31, 2024, the largest aggregate amount loaned to one borrower, or related borrowers, totaled $114.1 million in exposure and was secured by student housing, multi-family residential, commercial office, hotel, and retail

Our second largest lending relationship totaled $65.8 million in exposure and was secured by office space, and medical facilities.

Our third largest commercial relationship totaled $65.0 million in exposure and was secured by business assets.

Our fourth largest commercial relationship totaled $60.0 million in exposure and was secured by non-marketable securities.

Our fifth largest commercial relationship totaled $58.6 million in exposure and was secured by a nursing home.

All of these loans were performing in accordance with their terms at December 31, 2024.

Loan origination costs that were deferred were $17.7 million, $16.3 million and $16.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Investment Activities

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The policy dictates that investment decisions give consideration to the safety of principal, liquidity requirements and potential returns.

Our investment policy does permit the purchase of complex securities, derivatives and other high-risk securities as long as the investment has a pre-purchase sensitivity analysis completed and the results are within our our established range.

The policy does not permit additional investments in pooled trust preferred securities, or single issuer trust preferred securities.

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Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds from other sources or on a longer-term basis for general business purposes, including to manage interest rate risk.

Personal and business deposits are generated from our market area by offering a broad selection of deposit instruments including checking accounts, savings accounts, money market deposit accounts, term certificate accounts and individual retirement accounts.

While we accept deposits of $250,000 or more, we do not offer premium rates for such deposits.

In addition, we purchased $162.7 million of brokered certificates of deposit as of December 31, 2025.

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Borrowings from the FHLB of Pittsburgh typically are collateralized by a portion of our real estate loans.

In addition to the FHLB, we have borrowing facilities with the Federal Reserve Bank of Cleveland and two correspondent banks.

In addition to the FHLB, we have borrowing facilities with the Federal Reserve Bank of Cleveland and four correspondent banks.

We also borrow funds, in the form of corporate repurchase agreements, from municipalities, corporations and school districts.

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The FHLB functions as a central bank providing credit for Northwest Bank and other member financial institutions.

As a member, Northwest Bank is required to own capital stock in the FHLB of Pittsburgh and is authorized to apply for borrowings on the security of certain of its real estate loans, provided certain standards related to

creditworthiness have been met.

Borrowings are made pursuant to several different programs.

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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.

The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 4.00%, payable semi-annually in arrears commencing on March 15, 2021, and a floating rate of interest equivalent to the 3-month Term Secured Overnight Financing Rate ( “ SOFR”) plus 3.89% payable quarterly in arrears commencing on December 15, 2025.

During the year ended December 31, 2024, the Company had $114.8 million of subordinated notes outstanding.

The subordinated debt issuance costs of approximately $1.8 million are being amortized over five years on a straight-line basis into interest expense.

The subordinated notes, which qualify as Tier 2 capital, subject to certain limitations based on maturity date, bear interest at an annual rate of 4.00%, payable semi-annually in arrears commencing on March 15, 2021, and a floating rate of interest equivalent to the 3-month Term Secured Overnight Financing Rate ( “ SOFR”) plus 3.89% payable quarterly in arrears commencing on December 15, 2025.

As of December 31, 2025, the Company had $114.8 million of subordinated notes outstanding.

Risk Management

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Our Board’s Risk Management Committee (BRMC) has primary responsibility for oversight of enterprise risk management.

The BRMC consists entirely of independent directors and provides a regular report to the full Board regarding matters reviewed at it’s Committee meetings.

The BRMC consists entirely of independent directors and provides a regular report to the full Board regarding matters reviewed at its Committee meetings.

The Bank has a comprehensive Enterprise Risk Management Policy, approved by the Board of Directors.

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• The “second line of defense” includes an independent risk management team charged with oversight and monitoring of risk within the business.

The second line of defense is responsible for, among other things, formulating and overseeing our Enterprise Risk Management Policy and related policies and procedures, effectively challenging the first line of defense and identifying, measuring, monitoring and reporting on aggregate risks of the business and support functions.

The second line of defense is responsible for, among other things, formulating and overseeing

our Enterprise Risk Management Policy and related policies and procedures, effectively challenging the first line of defense and identifying, measuring, monitoring and reporting on aggregate risks of the business and support functions.

Our risk management team, which is led by our CRO, provides oversight of our risk profile and is responsible for maintaining a compliance program that includes compliance risk assessments, policy development, testing and reporting activities.

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Compliance Risk Management Committee;

Credit Committee;

Credit Risk Committee;

Model Risk Management Committee;

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The Compliance Risk Management Committee, chaired by the Chief Compliance Officer, oversees the implementation and execution of the Compliance Management System and monitors compliance exposures to manage compliance risks.

Risk arising from an obligor’s failure to meet the terms of any contract or otherwise perform as agreed.

Credit Risk is found in all activities in which settlement or repayment depends on counterparty, issuer, or borrower performance.

We are exposed to credit risk on the loans we make to our customers.

Our credit risk relates to the risk that our borrowers will not repay their loan balances.

Risk arising from potential financial loss from a borrower's or counterparty's failure to meet its contractual obligations.

This includes risks associated with loans, credit commitment, investments, derivatives, and other credit exposures such as overdrafts.

Credit risk can emerge from both on-balance sheet and off-balance sheet activities, including concentration risks in specific sectors, geographies, or counterparty groups.

To minimize our risk of loan write-offs, we have developed policies and procedures outlining our underwriting guidelines across all loan types.

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They also establish appropriate and accurate financial information requirements to assist in making loan decisions, which may vary based on loan type, risk profile and secondary investor requirement, if applicable.

Loan portfolios of all types are monitored as part of ongoing independent credit review and administration functions which ensure underwriting quality, loan administration, collateral, diversity (by industry, geography, products and borrowers) adhere to policy requirements.

Loan portfolios of all types are monitored as part of ongoing

independent credit review and administration functions which ensure underwriting quality, loan administration, collateral, diversity (by industry, geography, products and borrowers) adhere to policy requirements.

The credit risk on our loan portfolio is quantified through our allowance for credit losses which is recorded net within loans on our Consolidated Balance Sheets.

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Actual changes in our net interest income will depend on many factors, and therefore may differ from our estimated risk to changes in interest rates.

The Asset/Liability Committee assists the Board of Directors and bank management in overseeing, reviewing, and monitoring market and treasury risk.

The Asset/Liability Committee assists the Board of Directors and bank management in overseeing, reviewing, and monitoring market and liquidity risk.

Model and Data Risk .

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Cybersecurity.

Treasury Risk.

Risk arising from the inability to meet payment obligations in full and on time when they become due, whether caused by an inability to access funding sources or manage fluctuations in cash flows.

Our primary Treasury objective is to maintain a liquidity profile that will enable us, even in times of stress or market disruption, to fund our existing assets and meet liabilities in a timely manner and at an acceptable cost.

Policy and risk appetite limits require us to ensure that sufficient liquid assets are available to survive liquidity stresses over a specified period if time.

The Asset/Liability Committee assists the Board of Directors, as well as management, in overseeing, reviewing, and monitoring treasury risk.

Reputational Risk.

Risk arising from negative public opinion.

This risk may impair competitiveness by affecting the ability to establish new relationships or services or continue servicing existing relationships.

Reputational risk is inherent in all of Northwest’s activities and requires management to exercise an abundance of caution in dealing with stakeholders, including customers, investors, employees, and the community.

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This risk is a function of a bank’s strategic goals and business strategies.

Liquidity Risk.

Risk arising from the inability to meet payment obligations in full and on time when they become due, whether caused by an inability to access funding sources or manage fluctuations in cash flows.

Policy and risk appetite limits require us to ensure that sufficient liquid assets are available to survive liquidity stresses over a specified period of time.

The Asset/Liability Committee assists the Board of Directors, as well as management, in overseeing, reviewing, and monitoring liquidity risk.

Subsidiary Activities

Northwest Bancshares, Inc.’s sole direct consolidated subsidiary is Northwest Bank.

Northwest Bancshares, Inc.’s sole active direct consolidated subsidiary is Northwest Bank.

Northwest Bancshares, Inc.

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At December 31, 2025, Northwest Bancshares, Inc.’s investment in the Trusts totaled $4 million, and the Trusts had assets of $130 million, net of discounts due to fair value adjustments made at the time of acquisition of Union Community Bank and MutualFirst Financial, Inc.

At December 31, 2024, Northwest Bank had three active wholly-owned subsidiaries;

Great Northwest Corporation, Northwest Capital Group, Inc., and Mutual Federal Interest Corporation.

At December 31, 2025, Northwest Bank had four active wholly-owned subsidiaries;

Great Northwest Corporation, Northwest Capital Group, Inc., Mutual Federal Interest Corporation and the M Group.

For financial reporting purposes all of these companies are included in the Consolidated Financial Statements of Northwest Bancshares, Inc.

Great Northwest Corporation holds equity investments in government-assisted, low-income housing projects in various locations throughout our market area.

At December 31, 2024, Northwest Bank had an equity investment in Great Northwest Corporation of $14.4 million.

For the year ended December 31, 2024, Great Northwest Corporation had net income of $178,000, generated primarily from federal low-income housing tax credits.

Northwest Capital Group, Inc.’s principal activity is to own, operate and ultimately divest of properties that were acquired in foreclosure.

At December 31, 2024, Northwest Bank had an equity investment of $11.6 million in Northwest Capital Group, Inc., with a $28,000 net loss reported for the year ended December 31, 2024.

Mutual Federal Interest Corporation, which is a Nevada corporation, holds and manages a portion of the Northwest Bank investment portfolio and consumer closed-end first mortgage loans.

At December 31, 2024, Northwest Bank had an equity investment in Mutual Federal Interest Corporation of $1.550 billion.

For the year ended December 31, 2024, Mutual Federal Interest Corporation had net income of $11.3 million.

Northwest Bank strategically ceased operating several business lines in prior periods.

Northwest Settlement Agency, LLC provided title insurance to borrowers of Northwest Bank and other lenders.

At December 31, 2024, Northwest Bank had an equity investment in Northwest Settlement Agency, LLC of $3.7 million.

Allegheny Services, Inc.

was a Delaware investment company that held mortgage loans originated through our wholesale lending operation as well as municipal bonds.

At December 31, 2024, Northwest Bank had an equity investment in Allegheny Services, Inc.

of $876.2 million.

The Bert Company (doing business as Northwest Insurance Services), was an employee benefits and property and casualty insurance agency specializing in commercial and personal insurance as well as retirement benefit plans and was sold during the second quarter of 2021.

At December 31, 2024, Northwest Bank had an equity investment of $29.2 million in The Bert Company.

Northwest Advisors, Inc., a federally registered investment advisor, which provided investment management programs and investment portfolio planning services, ceased operations and became inactive during 2018.

At December 31, 2024, Northwest Bank had an equity investment in Northwest Advisors, Inc.

Northwest Financial Services, Inc.

provided retail brokerage services and became inactive during the fourth quarter of 2017.

At December 31, 2024, Northwest Bank had an equity investment in Northwest Financial Services of $9.5 million.

On July 14, 2017, Northwest Consumer Discount Company, Inc.

became inactive as all consumer finance offices were closed.

At December 31, 2024, Northwest Bank had an equity investment in Northwest Consumer Discount Company of $44.3 million.

Human Capital Management

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As of December 31, 2025, we had 2,104 full-time and 129 part-time employees, or 2,169 full-time equivalent employees ( “ FTEs”).

This represents a decrease of 142 FTEs, or 6.8%, from December 31, 2023 when we had 2,030 full-time and 135 part-time employees, or 2,098 FTEs.

This decrease is a result of our efforts to optimize our retail network.

As a financial institution, approximately 41% of our employee population are employed at our 130 full-service banking offices and eleven free-standing drive-up locations across Pennsylvania, New York, Ohio, and Indiana, and approximately 3% are employed at our customer call centers.

Our annual turnover rate (voluntary and involuntary) was 29.6% as of December 31, 2024.

This represents an increase of 213 FTEs, or 10 .9% , from December 31, 2024 when we had 1,884 full-time and 143 part-time employees, or 1,956 FTEs.

Our annual turnover rate (voluntary and involuntary) was 28.8% a s of December 31, 2025.

None of our employees are represented by a collective bargaining group.

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This has provided an opportunity to leverage diverse talents and perspectives.

Workforce Health and Safety.

The health and safety of our employees, their families and the communities we serve is our top priority.

In order to maintain safety in the workplace, Northwest Bank has an inclusive Safety Focus Group that includes various levels of positions up through senior leadership.

The committee was established in order to encourage employee involvement and highlight the importance of safety in the workplace.

Compensation and Benefits.

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The Company is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended (the “Securities Act”) , and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), both as administered by the SEC, as well as the rules of Nasdaq that apply to companies with securities listed on the NASDAQ Global Select Market.

The Company’s sole direct consolidated subsidiary is Northwest Bank.

The Company’s sole direct active consolidated subsidiary is Northwest Bank.

Northwest Bank is a Pennsylvania-chartered stock savings bank that is not a member of the Federal Reserve System and its deposit accounts are insured up to applicable limits by the FDIC’s Deposit Insurance Fund (the “DIF”).

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Any change in these laws or regulations or any heightened supervisory environment, including by the Federal Reserve Board, the Department of Banking, the FDIC or the CFPB, could have a material adverse impact on the Company, Northwest Bank and their respective operations.

The Trump administration is expected to create further changes to the federal regulatory and supervisory framework, the impact of which is difficult to assess.

The second Trump Administration has implemented significantly different policies from the Biden Administration, including new proposed regulations and rescissions or withdrawals or previous guidance, and sharply reduced the workforce at the federal banking agencies.

The cumulative impact of these changes, and whether they will last over time, is unclear.

Changes in our regulatory and supervisory framework may also have a material adverse affect on the Company and Northwest Bank’s business, operations, and earnings.

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Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a risk to Northwest Bank.

Pause on Major Federal Reserve Board Rulemakings

In January 2025, the Federal Reserve Board stated that Vice Chair of Supervision Michael Barr would step down from the position, effective, February 28, 2025.

The Federal Reserve Board stated that it will not issue any major rulemakings from the time of the announcement until a new vice chair for supervision is confirmed by the U.S.

Permissible Activities

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In evaluating applications by bank holding companies to acquire banks, the Federal Reserve Board considers, among other factors, the financial and managerial resources and future prospects of the parties, the effect of the acquisition on the risk to the DIF, the convenience and needs of the community, competitive factors and compliance with anti-money laundering laws.

Late in the Biden administration, the standards by which bank and financial institution acquisitions would be evaluated have been undergoing review and change by the Office of the Comptroller of the Currency (the “OCC”), FDIC and U.S Department of Justice (the “DOJ”), but not by the Federal Reserve Board.

In September 2024, the FDIC and the DOJ finalized changes to their bank merger review policies in the form of non-binding guidance.

Whether and how the guidance might be further changed or interpreted by the Trump administration is uncertain.

The FDIC’s final policy statement addresses, among other things, the scope of transactions subject to FDIC approval.

The final policy statement also addresses a more rigorous FDIC process for evaluating Bank Merger Act applications, and the FDIC Board’s heightened expectations with respect to the Bank Merger Act’s statutory factors.

In addition, the DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to 2023 Merger Guidelines (“2024 Banking Addendum”).

The DOJ clarified that it will assess competition considerations in connection with bank and bank holding company mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and 2024 Banking Addendum.

The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the specific context of bank and bank holding company mergers.

The standards by which bank and financial institution acquisitions would be evaluated may be subject to change.

In September 2024, the FDIC adopted a final statement of policy regarding its review of Bank Merger Act applications for FDIC-supervised institutions, including Northwest Bank.

In May 2025, the FDIC adopted a final rule that rescinded the 2024 statement of policy and reinstated, on an interim basis, the guidance that was in effect prior to 2024.

The OCC similarly adopted final rule and policy statement in September 2024 regarding its review of Bank Merger Act applications but reversed the 2024 issuances in May 2025.

Concurrent with the FDIC and OCC issuances of revised policy statements in 2024, the DOJ withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to 2023 Merger Guidelines.

The DOJ clarified that it will assess competition considerations in connection with bank and BHC mergers using its 2023 Merger Guidelines, which is the general merger review framework the DOJ now uses to evaluate transactions in all segments of the economy, and the 2024 Banking Addendum.

The 2024 Banking Addendum provides guidance on how the DOJ will assess competition in the context of bank and BHC mergers.

An analysis under the 2023 Merger Guidelines and 2024 Banking Addendum may include consideration of theories of harm and relevant markets not considered under the 1995 Bank Merger Guidelines, which focused primarily on concentrations of deposits and branches.

The effects of these changes and the Trump administration’s interpretation of merger policies remain uncertain.

Acquisition of the Company

Any holder, other than an individual, of 25% or more of a class of the Company’s voting stock, or a lesser percentage if such holder otherwise exercises a “controlling influence” over the Company, is subject to regulation as a bank holding company under the BHCA.

In addition, any person other than a bank holding company is required to obtain prior non-objection of the Federal Reserve Board to acquire 10% or more of a class of voting stock of the Company under the Change in Bank Control Act, as amended (the “CIBCA”).

In July 2024, the FDIC released a proposed rule to amend its regulations under the CIBCA.

The proposed rule removes an explicit exemption for transactions where the Federal Reserve Board reviews a notice under the CIBCA.

The effect of these proposed changes would be to provide the FDIC with discretion to require a CIBCA notice in addition to any CIBCA notice required by the Federal Reserve Board.

Source of Strength Doctrine

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Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

Northwest Bank exercised this opt-out election during the year ended December 31, 2024 .

Northwest Bank exercised this opt-out election, which was reflected during the year ended December 31, 2025 .

Each of the Company and Northwest Bank must hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements in order to avoid limitations on capital distributions, including dividends, and certain discretionary bonus payments to management.

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Federal Reserve Board policy provides that a bank holding company should not pay cash dividends unless (1) its net income over the last four quarters, net of dividends paid, is sufficient to fully fund the dividends, (2) the prospective rate of earnings retention appears consistent with the capital needs, asset quality, and overall financial condition of the bank holding company and its subsidiaries, and (3) the bank holding company will continue to meet minimum required capital adequacy ratios.

The policy also provides that a bank holding company should inform the Federal Reserve Board reasonably in advance of declaring or paying a dividend that exceeds earnings for the period for which the dividend is being paid, or that could result in a material adverse change to the bank holding

company’s capital structure.

Bank holding companies also are expected to consult with the Federal Reserve Board before materially increasing dividends.

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The Pennsylvania Banking Code of 1965, as amended (the “Banking Code”), contains detailed provisions governing the organization, operations, corporate powers, savings and investment authority, branching, and rights and responsibilities of directors, officers and employees of Pennsylvania savings banks.

A Pennsylvania savings bank may locate or change the location of its principal place of business and establish an office anywhere in, or adjacent to, Pennsylvania, with the prior approval of the Department of Banking.

The Banking Code delegates extensive rule making power and administrative discretion to the Department of Banking in its supervision and regulation of state-chartered savings banks.

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Northwest Bank is subject to Department of Banking regulations that limit the amount that a bank may lend relative to appraised values of real estate securing the loans, as determined by an appraisal at the time of loan origination.

Such regulations permit a maximum loan-to-value of 95% for residential properties and 80% for all other real estate secured loans as established by the FDIC guidance.

We have established lending limits to ensure we are in compliance with these these rules.

Loans-to-One Borrower Limitation

In accordance with the Banking Code, a Pennsylvania chartered savings bank, with certain limited exceptions, may lend to a single or related group of borrowers an amount equal to up to 15% of its capital accounts, defined as the aggregate of capital, surplus, undivided profits, capital securities and reserve for credit losses.

The Northwest Bank Credit Committee has established an internal lending limit, either individually or in the aggregate to one customer, or a single source of repayment, of $30.0 million, or $50.0 million for loans originated and managed within the Corporate Finance portfolio for borrowers with a strong credit profile and a risk rating of 3 or better, and Aggregate Credit Exposure of $100.0 million.

As of December 31, 2024 we had no credit relationships that were equal to or exceeded our $30.0 million internal limit for individual borrowers, 4 credit relationships that were equal to or exceeded our $50.0 million internal limit for individual borrowers within the corporate finance portfolio, and one credit relationship that was equal to or exceeded the $100.0 million internal limit for Aggregate Credit Exposure.

We have adopted internal policy limits to ensure we comply with this rule.

The Company’s ability to pay dividends depends, to a large extent, upon Northwest Bank’s ability to pay dividends to the Company.

The Banking Code states that no dividend may be paid out of surplus without approval of the Department of Banking.

Dividends may

be paid out of accumulated net earnings.

Dividends may be paid out of accumulated net earnings.

No dividend may generally be paid that would result in Northwest Bank failing to comply with its regulatory capital requirements.

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Assessments for institutions with $10 billion or more of assets, such as Northwest Bank, are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF should the bank fail.

In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the DIF at an annual rate of approximately 13.4 basis points over eight quarterly collection periods, which began in 2024, and currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.

In response to the bank failures in early 2023, in November 2023, the FDIC implemented a special assessment to recover the losses to the DIF at an annual rate of approximately 13.4 basis points over eight quarterly collection periods, which began in 2024.

The base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion.

The FDIC may impose additional special assessments from time to time based on the actual losses incurred by the FDIC as a result of the March 2023 bank failures or future failures.

On December 16, 2025 the FDIC issued an interim final rule providing that the FDIC will collect the special assessment over an initial seven quarters of the collection period at the annual rate of 13.4 basis points and reduce the rate at which the special assessment will be collected in the eighth collection quarter, with an invoice date of March 30, 2026, to 2.97 basis points.

Under the interim final rule, upon termination of the FDIC's receiverships of Silicon Valley Bank and

Signature Bank, the FDIC will either provide an offset to insured depository institutions, if the special assessment amount then-collected exceeds losses, or collect from insured depository institutions a one-time final shortfall special assessment, if losses exceed the special assessment then-collected.

In addition, the FDIC will provide an offset to regular quarterly deposit insurance assessments for banks subject to the special assessment if, following the final resolution of litigation between the FDIC and SVB Financial Trust, the total amount collected through the special assessment exceeds the loss estimate at that time.

Our uninsured deposits at December 31, 2022 were under $5.0 billion, therefore, we are not currently subject to the special assessment.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC.

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For example, “brokered deposits,” as defined by FDIC regulations, may only be accepted by well capitalized depository institutions without prior regulatory approval or, with a waiver from the FDIC, by adequately capitalized depository institutions.

Institutions that fall into an “undercapitalized” category are subject to a variety of mandatory and discretionary

supervisory actions, including a restriction on capital distributions and the requirement to file a capital restoration plan with the regulators.

Institutions that fall into an “undercapitalized” category are subject to a variety of mandatory and discretionary supervisory actions, including a restriction on capital distributions and the requirement to file a capital restoration plan with the regulators.

Performance under the capital restoration plan must be guaranteed by the parent bank holding company up to the lesser of the amount of the capital deficiency when deemed undercapitalized.

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The federal banking agencies have also jointly issued guidance on “Concentrations in Commercial Real Estate Lending” (the “CRE Lending Guidance”), which defines commercial real estate loans as exposures secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (that is, loans for which 50% or more of the source of repayment comes from third-party, non-affiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property.

The CRE Lending Guidance requires that appropriate processes be in place to identify, monitor and control

risks associated with real estate lending concentrations.

The CRE Lending Guidance requires that appropriate processes be in place to identify, monitor and control risks associated with real estate lending concentrations.

If a concentration is present, management must employ heightened risk management practices that address key elements, including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of increased capital levels as needed to support the level of commercial real estate lending.

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On October 24, 2023, the FDIC, the Federal Reserve Board, and the OCC issued a final rule to strengthen and modernize the CRA regulations.

Under the final rule, banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The agencies would evaluate large banks under four performance tests:

the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test.

The rule was intended to begin taking effect on April 1, 2024, with most of the provisions to become applicable on January 1, 2026, and additional requirements to become applicable on January 1, 2027.

Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule.

In March 2024, a federal judge granted an injunction to extend the CRA final rule’s effective date.

The effective date will be extended each day the injunction remains in place, pending the resolution of the lawsuit.

It is unknown whether and when the CRA final rule will become effective.

In July 2025, the federal banking agencies issued a notice of proposed rulemaking, which if finalized, would rescind the CRA final rule issued in October 2023 and reinstate that CRA framework that existed prior to the issuance of that rule.

Implementation of the October 2023 final rule, which was subject to an injunction and has not taken effect, would have materially changed the CRA framework, including imposing additional costs and changing how CRA performance would be assessed.

Consumer Protection Laws

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These consumer protection laws apply to a broad range of its activities and to various aspects of its business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of consumer financial products and services.

Administration of many of these consumer protection rules are the responsibility of the CFPB, which has exclusive supervisory authority over insured depository institutions with more than $10 billion in total assets and any affiliates thereof.

Administration of many of these consumer protection rules are the

responsibility of the CFPB, which has exclusive supervisory authority over insured depository institutions with more than $10 billion in total assets and any affiliates thereof.

The CFPB also has authority to define and prevent unfair, deceptive and abusive practices in the consumer financial area, and expanded data collecting powers for purposes of determining bank compliance with the fair lending laws.

In December 2024, the CFPB issued a final rule that would become effective on October 1, 2025, which, if it goes into effect as currently issued, would including imposing certain requirements on overdraft fees, similar to those that apply to credit cards, unless the financial institution limits the overdraft fee to an amount that covers the institution’s costs and losses to provide the service or $5.

In May 2025, President Trump signed a Congressional Review Act resolution that overturned the CFPB's December 2024 final rule which would have taken effect October 1, 2025 and imposed certain requirements on overdraft fees, similar to those that apply to credit cards, unless the financial institution limited the overdraft fee to an amount that covers the institution’s costs and losses to provide the service or $5.

In addition, the Federal Reserve Board has proposed, but not yet finalized, amendments to Regulation II that would lower the cap on debit interchange fees and institute a process for automatically recalculating the debit interchange fee cap every two years based upon a biennial survey of large debit card issuers.

The Bank Secrecy Act and USA PATRIOT Act

The Bank Secrecy Act (the “BSA”), as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and its implementing regulations require Northwest Bank to implement a compliance program designed to detect and prevent money laundering, terrorist financing, and other illicit

financial crimes.

The BSA, as amended, and its implementing regulations require Northwest Bank to implement, among other things, internal controls, policies and procedures;

The BSA, as amended, and its implementing regulations require Northwest Bank to, among other things, implement internal controls, policies and procedures;

conduct customer due diligence;

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For example, the AML Act requires FinCEN to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities (the “National Priorities”), which the agency did in June 2021, and to conduct studies and issue regulations that may alter some of the due diligence, record-keeping and reporting requirements that the BSA and USA PATRIOT Act impose on banks.

FinCEN has yet to issue a final rule that establishes the compliance obligations of financial institutions with respect to the National Priorities, and several other mandatory rulemakings under the AML Act remain outstanding.

FinCEN has yet to issue a final rule that establishes the compliance obligations of financial institutions with respect to the National Priorities, and most of the other mandatory rulemakings under the AML Act remain outstanding.

The AML Act also promotes increased information-sharing and use of technology and increases penalties for violations of the BSA and includes whistleblower incentives, both of which could increase the prospect of regulatory enforcement.

The AML Act also includes the Corporate Transparency Act (the “CTA”), which requires FinCEN to, among other things, establish a national beneficial ownership information registry.

In September 2022, FinCEN issued the final Beneficial Ownership Information Reporting Requirements rule (the “BOI Reporting Rule”) which, effective January 1, 2024, requires certain “reporting companies” to file beneficial ownership information reports with FinCEN that will be stored in the national beneficial ownership registry and will detail the reporting company’s beneficial owners.

In December 2023, FinCEN issued the final Beneficial Ownership Information Access and Safeguards rule—the second of three rulemakings that would implement the CTA—which governs access to the national beneficial ownership registry.

FinCEN has not yet issued the third CTA-implementing regulation, which will amend the beneficial ownership requirements applicable to banks and other covered financial institutions under FinCEN’s existing Customer Due Diligence rule.

The constitutionality of the CTA is subject to ongoing litigation.

The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application.

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Moreover, the U.S.

Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which the Company and its subsidiaries may be subject if passed.

Congress has recently considered, and in the future will likely consider, various proposals for more comprehensive data privacy and cybersecurity legislation, to which the Company and its subsidiaries may be subject if passed.

Financial institutions, including the Company and Northwest Bank, are also subject to the Gramm-Leach-Bliley Act which, among other things:

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The CISA proposed a rule under the CIRCIA in April 2024 that, among other things, would clarify the scope of cyber incidents to be reported and would further define covered entities subject to the CIRCIA to expressly include companies in the financial services sector that are required to report cyber incidents their respective primary federal regulators.

Although the CIRCIA originally required the CISA to finalize its regulations by October 4, 2025, the CISA has extended such deadline to May 2026.

States also have enacted, and are increasingly proposing or enacting, legislation that relates to data privacy and cybersecurity, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act.

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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-K

Item 1. Business