What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-25 compared with 2025-02-25 · 57 added, 53 removed, 401 unchanged (22% of the section changed)

3 unchanged sentences

Commercial loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the business and the income stream of the borrowers.

Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans.

Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to

four-family residential mortgage loans.

Also, many of our commercial borrowers have more than one loan outstanding with us.

7 unchanged sentences

A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital.

Based on these factors, we have a concentration in multi-family and commercial real estate lending, as such loans represent 357% of total bank capital as of December 31, 2024.

Based on these factors, we have a concentration in residential and commercial real estate lending, as such loans represent a combined 342% of total bank capital as of December 31, 2025.

The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution).

18 unchanged sentences

These reasons and the legal and regulatory responses have impacted the foreclosure process and completion time of foreclosures for residential mortgage lenders.

This may result in a material adverse effect on collateral values and our ability to minimize its losses.

This may result in a material adverse effect on collateral values and our ability to minimize losses.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of compliance with new laws and regulations may adversely affect our operations and our income.

The Company and Northwest Bank operate in a highly regulated industry and are subject to extensive laws, regulation, supervision and examination by the Federal Reserve Board, the Department of Banking, the FDIC and the CFPB.

These laws and regulations are imposed primarily for the protection and benefit of depositors and other customers, the DIF the U.S.

1 unchanged sentence

These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on Northwest Bank’s operations, reclassify assets, determine the adequacy of Northwest Bank’s allowance for credit losses and determine the level of deposit insurance premiums assessed.

The laws and regulations applicable to us are subject to frequent

change and interpretations and the supervisory environment may be heightened at the regulators’ discretion.

For example, the Company is unable to predict what, if any, changes to the regulatory environment may be enacted by Congress, both chambers of which became under Republican control beginning in 2025, or the new presidential administration and what the impact of any changes will be on the Company.

We expect the Trump administration will seek to implement a regulatory reform agenda that is significantly different than that of the Biden administration, impacting the rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.

Any change in these regulations and oversight, whether in the form of regulatory policy, new regulations or legislation or additional deposit insurance premiums could have a material impact on our operations.

The laws and regulations applicable to us are subject to frequent change and interpretations and the supervisory environment may be heightened at the regulators’ discretion.

For example, the Company is unable to predict what, if any, changes to the regulatory environment may be enacted by Congress, or the presidential administration and what the impact of any changes will be on the Company.

The current U.S.

administration has implemented significant changes in federal priorities and has taken steps to change the operations, structure, and policy focus of various federal agencies, as well as regulatory priorities, policy approaches and interpretations of existing laws by those federal agencies.

Future changes in these regulations and oversight, whether in the form of regulatory policy, new regulations or legislation, presidential executive orders, or new interpretation or application of existing statutes and regulations by courts and government agencies, or additional deposit insurance premiums could have a material impact on our operations.

It is also possible the expected changes in regulation do not occur or are reversed by a subsequent administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than the Company and Northwest Bank

The potential exists for additional federal or state laws and regulations, or changes in policy, affecting lending and funding practices and liquidity standards.

7 unchanged sentences

The BSA, as amended, and its implementing regulations also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open accounts at the financial institution.

Failure to comply with the Bank Secrecy, as amended, and its implementing regulations could result in fines or sanctions or affect our ability to pursue further acquisition opportunities.

During the last year, several banking institutions have received large fines for non-compliance with the BSA, as amended, and its implementing regulations.

Failure to comply with the BSA, as amended, and its implementing regulations could result in fines or sanctions or affect our ability to pursue further acquisition opportunities.

In recent years, several banking institutions have received large fines for non-compliance with the BSA, as amended, and its implementing regulations.

While we have developed policies and procedures designed to promote compliance with the BSA, as amended, and its implementing regulations, these policies and procedures may not be effective in preventing violations of the law.

14 unchanged sentences

Changes to applicable capital requirements, including to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or capital buffers, could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares.

Furthermore, changes to the Basel III capital rules, including the implementation of Basel III endgame, that apply to banking organizations that are larger or more internationally active than the Company and Northwest may be informally applied or considered by the Federal Reserve Board and the FDIC in their regulation, supervision and examination of, and indirectly adversely impact, smaller institutions such as the Company and the Bank.

The Federal Reserve Board may require us to commit capital resources to support Northwest Bank.

19 unchanged sentences

Ensuring that our collection, use, transfer, storage, disclosure and other processing of personal information complies with increasingly stringent and evolving data privacy and cybersecurity laws and regulations, as well as our contractual commitments and other obligations related to data privacy and cybersecurity, can increase our costs, expose us to increased liability and regulatory risk, and result in other adverse effects.

We also may be adversely affected if we become subject to new data privacy or cybersecurity laws and regulations or if existing laws and regulations are amended or interpreted in such a manner that requires us to change our business practices, policies or systems or otherwise incur significant additional costs in order to comply.

practices, policies or systems or otherwise incur significant additional costs in order to comply.

Any failure to address data privacy and cybersecurity concerns or to comply with applicable data privacy or cybersecurity laws, regulations, contractual commitments or other obligations, or any perceived failure with respect to the foregoing, even if unfounded, could result in litigation, liability, regulatory action, fines, penalties, sanctions, claims, orders to cease or change our processing of personal information, changes to our business practices, reputational harm or other adverse effects.

1 unchanged sentence

The reversal of the historically low interest rate environment has and may continue to adversely affect our net interest income and profitability.

The Federal Reserve Board decreased benchmark interest rates significantly, to near zero, in response to the COVID-19 pandemic.

Beginning in 2022, the Federal Reserve Board reversed its policy of near zero interest rates given its concerns over inflation.

Beginning in 2022, the Federal Reserve Board reversed its historical policy of near zero interest rates in an effort to curb inflation.

Market interest rates have risen significantly in response to the Federal Reserve Board’s rate increases.

Although they have decreased since

late 2023 in response to the Federal Reserve Board’s rate decreases, they remain at historically high levels.

In late 2023, the Federal Reserve Board began lowering benchmark interest rates, and although interest rates have decreased as a result, they remain at historically high levels.

As discussed below, the increase in market interest rates has had, and may continue to have, an adverse effect on our net interest income and profitability.

14 unchanged sentences

Net unrealized losses on these securities totaled $202 million at December 31, 2025.

During the year ended December 31, 2024, we incurred other comprehensive loss of $6 million related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio.

During the year ended December 31, 2025, we incurred other comprehensive income of $34 million related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio.

The current level of, or any increases in market interest rates may reduce our mortgage banking income.

39 unchanged sentences

The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future.

New appointments to the Federal Reserve Board could affect its monetary policies, and in turn, interest rates.

The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

4 unchanged sentences

Sustained higher interest rates by the Federal Reserve Board to tame persistent inflationary price pressures could also push down asset prices and weaken economic activity.

A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

A deterioration in economic conditions in the United States and our markets could

result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

Beginning in 2022, in response to a pronounced rise in inflation, the Federal Reserve Board reversed its policy of “near zero” interest rates and has materially increased the target federal funds rate.

3 unchanged sentences

Treasury market could have a negative impact on perceptions about the strength and soundness of the Company’s business even if the Company is not subject to the same adverse developments.

In addition, adverse developments with respect to third parties with whom the Company has important relationships could also negatively impact

perceptions about the Company.

In addition, adverse developments with respect to third parties with whom the Company has important relationships could also negatively impact perceptions about the Company.

These perceptions about the Company could cause its business to be negatively affected and exacerbate the other risks that the Company faces.

31 unchanged sentences

We would seek acquisition partners that offer us either significant market presence or the potential to expand our market footprint and improve profitability through economies of scale or expanded services.

For example, on December 16, 2024, we entered into the Merger Agreement with Penns Woods.

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

For example, on July 25, 2025, we acquired Penns Woods Bancorp, Inc.

("Penns Woods").

Acquiring other banks, such as Penns Woods, businesses, or branches may have an adverse effect on our financial results and may involve various other risks commonly associated with acquisitions, including, among other things:

11 unchanged sentences

Loans that were acquired as part of our acquisitions of other depository institutions, such as Penns Woods, were not underwritten or originated in accordance with our credit standards, including environmental matters, and we did not have long-standing relationships with many of these borrowers at the time of acquisition.

The acquired loans are re-risked at that date of acquisition based on our credit standards, which can temporarily increase loans classified as special mention and substandard for a period of time until these loans are integrated and conform to our credit standards.

The acquired loans are re-risk rated at that date of acquisition based on our credit standards, which can temporarily increase loans classified as special mention and substandard for a period of time until these loans are integrated and conform to our credit standards.

Although we reviewed the loan portfolios of each institution acquired as part of the diligence process, and believe that we have established reasonable credit marks with regard to all loans acquired, we may incur losses in excess of the credit marks with regard to these acquired loans, and any such losses, if they occur, may have a material adverse effect on our business, financial condition, and results of operations.

16 unchanged sentences

Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible.

Furthermore, if customers do not perceive our new offerings as providing

significant value, they may fail to accept our new products and services.

Furthermore, if customers do not perceive our new offerings as providing significant value, they may fail to accept our new products and services.

External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service.

2 unchanged sentences

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

Our business strategy includes growth in assets, deposits and the scale of our operations.

Our business strategy includes growth in assets, deposits, the scale of our operations and potentially opening new banking locations.

Achieving our growth targets will require us to attract customers that currently bank at other financial institutions in our market, thereby increasing our share of the market.

12 unchanged sentences

Competition in the banking and financial services industry is intense.

We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, fintech companies, money market funds and other mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere.

We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, fintech companies, including those related to digital currencies or cryptocurrencies (including stablecoins), money market funds and other mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere.

Many of these competitors (whether regional or national institutions) have substantially greater resources and lending limits than we have and may offer certain services that we do not or cannot provide.

In addition, some have competitive advantages such as the credit union exemption from paying federal income tax.

Moreover, competition with fintech companies may be particularly intense, due to, among other things, differing regulatory environments.

For example, the Guiding and Establishing National Innovation for U.S.

Stablecoins Act of 2025 (GENIUS Act) provides a legal framework for stablecoins to be issued in the United States, which may allow new and existing competitors to compete for funds that may have otherwise been deposited with banks, such as Northwest Bank.

Competitive factors driven by consumer sentiment or otherwise can also reduce our ability to generate fee income, such as through overdraft fees.

33 unchanged sentences

Our board of directors relies to a large degree on management and outside consultants in overseeing cybersecurity risk management.

The Board of the Company has an Innovation and Technology Sub-Committee, consisting of wholly independent directors chartered, among other items, with a focus on cybersecurity risk.

Additionally, the Company’s Board has a designated Risk Management Sub-Committee with the responsibility of monitoring enterprise level risks, including those related to cybersecurity.

Furthermore, management of the Company has both an Enterprise Risk Management Committee and an Information Technology Steering

Committee (“ITSC”), both of which are comprised of the most senior members of management, including the Chief Executive Officer, Chief Information Officer (“CIO”), and Chief Operating Officer.

The ITSC meets monthly, or more frequently if needed, and the ERMC meets quarterly, or more frequently if needed.

Material items related to cybersecurity are reported to the Innovation and Technology and Risk Management Sub-Committees.

The Board of the Company has a Risk Management Committee, consisting of wholly independent directors chartered, among other items, with a focus on cybersecurity risk.

Furthermore, management of the Company has both an Enterprise Risk Management Committee and an Operational Risk Management Committee, both of which are comprised of the most senior members of management, including the Chief Executive Officer, Chief Information Officer (“CIO”), and Chief Information Security Officer.

The Operating Risk Management Committee and the ERMC meets quarterly, or more frequently if needed.

Material items related to cybersecurity are reported to the Risk Management Sub-Committee.

The Company also engages outside consultants to support its cybersecurity efforts.

The directors of the Company do not have significant experience in cybersecurity risk management in other business entities comparable to the Company and rely on members of management, including, but not limited to, the CISO, CIO, Chief Operational Risk Management Officer, Chief Technology Officer and Chief Data Officer, for cybersecurity guidance.

The directors of the Company have modest experience in cybersecurity risk management in other business entities comparable to the Company and rely on members of management, including, but not limited to, the CISO, CIO, Chief Operational Risk Management Officer, Chief Technology Officer and Chief Data Officer, for cybersecurity guidance.

Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.

15 unchanged sentences

A slowdown in economic growth or a resumption of recessionary economic conditions due to global events could have an adverse effect on our business in the future.

The economy is subject to worldwide events, such as the COVID-19 pandemic and geopolitical tensions in the Middle East and Europe, as well as domestic events, any or all of which could impact inflationary pressures and interest rates to dampen demand.

These and other political and market developments are affecting and could continue to affect consumer confidence levels and cause adverse changes in loan payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and the provision for credit losses.

The economy is subject to worldwide events, such as geopolitical tensions in Europe, the Middle East, and Latin America, as well as domestic events, any or all of which could impact inflationary pressures and interest rates to dampen demand.

The current U.S.

administration has implemented rapid shifts in macroeconomic policies, such as those relating to trade restrictions and tariffs, which have created concerns over an increase in inflation and a slowdown in economic growth.

These and other political and market developments are affecting and could continue to affect consumer confidence levels and cause adverse changes in loan payment

patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and the provision for credit losses.

Changes in the financial services industry and the effects of current and future law and regulations that may be imposed in response to future market developments also could negatively affect us by restricting our business operations, including our ability to originate or sell loans, and adversely impact our financial performance.

Climate-related risks could adversely affect our business and performance, including indirectly through impacts on our customers.

There continues to be concern, including on the part of our regulators, regarding climate change and its impacts.

There continues to be concern, including on the part of state regulators, regarding climate change and its impacts.

Climate change could manifest as a financial risk to us either through changes in the physical climate or from the process of transitioning to a low-carbon economy.

4 unchanged sentences

Concerns over the anticipated and unanticipated impacts of climate change (including physical risk and transition risk) have led and will continue to lead to governmental efforts to mitigate those impacts.

We may be compelled to change or cease some of our business or operational practices or to incur additional capital, compliance, and other costs because of climate- or environmental-driven

changes in applicable law or supervisory expectations or due to related political, social, market, or similar pressure.

We may be compelled to change or cease some of our business or operational practices or to incur additional capital, compliance, and other costs because of climate- or environmental-driven changes in applicable law or supervisory expectations or due to related political, social, market, or similar pressure.

We and our customers may face cost increases, asset value reductions, operating process changes and other issues.

1 unchanged sentence

Our efforts to take these risks into account in making lending and other decisions may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Further, there is increased scrutiny of climate change-related policies, goals and disclosures.

Further, there is increased public, investor, activist, legislative, and regulatory scrutiny of climate change-related policies, goals and disclosures.

Our stakeholders may disagree with these policies and goals or, conversely, believe that these policies and goals are insufficient.

16 unchanged sentences

In preparing this annual report as well as periodic reports we are required to file under the Exchange Act, including our Consolidated Financial Statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date.

These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty.

These estimates and assumptions are based on management’s best estimates and experience as of

that date and are subject to substantial risk and uncertainty.

Materially different results may occur as circumstances change and additional information becomes known.

5 unchanged sentences

In addition, the fair values of securities could decline if the overall economy and the financial condition of some of the issuers deteriorates and there remains limited liquidity for these securities.

During the year ended December 31, 2024, we incurred other comprehensive losses of $6 million related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Securities” for a discussion of our securities portfolio and the unrealized losses related to the portfolio, as well as the “Marketable Securities” and “Disclosures about Fair Value of Financial Instruments” footnotes to the audited financial statements.

12 unchanged sentences

The financial services sector represents a significant concentration within our investment portfolio.

Within our investment portfolio, we have a significant amount of corporate debt and mortgage-backed securities issued by companies in the financial services sector.

Within our investment portfolio, we have corporate debt and mortgage-backed securities issued by companies in the financial services sector.

Given current market conditions, this sector has an enhanced level of credit risk.

14 unchanged sentences

As such, we are subject to card network rules that could subject us to a variety of fines or penalties that may be assessed on us.

The termination of our membership or any changes in card network rules or standards, including interpretation and implementation of existing rules or standards, could increase the cost of operating our merchant services business or limit our ability to provide debit card and cash management solutions to or through our customers, and could have a material adverse effect on our business, financial condition and results of operations.

management solutions to or through our customers, and could have a material adverse effect on our business, financial condition and results of operations.

Changes in card network fees could impact our operations.

4 unchanged sentences

Our business could suffer if there is a decline in the use of debit cards as a payment mechanism or if there are adverse developments with respect to the financial services industry in general.

As the financial services industry evolves, consumers may find debit financial services to be less attractive than traditional or other financial services.

Consumers might not use debit card financial services for any number of reasons, including the general perception of our industry.

If consumers do not continue or increase their usage of debit cards, including making changes in the way debit cards are loaded, our operating revenues and debit card deposits may remain at current levels or decline.

As the financial services industry evolves, consumers may find debit card services to be less attractive than traditional or other financial services.

Consumers might not use debit card services for any number of reasons, including the general perception of our industry.

If consumers do not continue or increase their usage of debit cards, including making changes in the way debit cards are loaded, our operating revenues may remain at current levels or decline.

Any projected growth for the industry may not occur or may occur more slowly than estimated.

If consumer acceptance of debit financial services does not continue to develop or develops more slowly than expected or if there is a shift in the mix of payment forms, such as cash, credit cards, and debit cards, away from our products and services, it could have a material adverse effect on our financial position and results of operations.

If consumer acceptance of debit card services does not continue to develop or develops more slowly than expected or if there is a shift in the mix of payment forms, such as cash, credit cards, and debit cards, away from our products and services, it could have a material adverse effect on our financial position and results of operations.

Other Risks Related to Our Business

The corporate governance provisions in our articles of incorporation and bylaws, and the corporate governance provisions under Maryland law, may prevent or impede the holders of our common stock from obtaining representation on our Board of Directors and may impede takeovers of the Company that our board might conclude are not in the best interest of us or our stockholders .

Provisions in our articles of incorporation and bylaws may prevent or impede holders of our common stock from obtaining representation on our Board of Directors and may make takeovers of Northwest Bancshares, Inc.

more difficult.

As a result, our stockholders may not have the opportunity to participate in such a transaction, which could provide a premium over the prevailing price of our common stock.

12 unchanged sentences

If our government banking deposits were lost within a short period of time, this could negatively impact our liquidity and earnings.

As of December 31, 2024, we held $618 million of deposits from municipalities throughout Pennsylvania, New York, Ohio, and Indiana.

As of December 31, 2025, we held $700 million of deposits from municipalities throughout Pennsylvania, Ohio, and Indiana.

These deposits may be more volatile than other deposits.

3 unchanged sentences

As such, we utilize a diverse set of funding sources in addition to core deposits.

As we continue to grow, we are likely to become more dependent on these sources, which may include FHLB advances, proceeds from the sale of loans, federal funds purchased and brokered certificates of deposit.

As we continue to grow, we are likely to become more dependent on these sources, which may include FHLB advances, proceeds from the sale of loans and securities, federal funds purchased and brokered certificates of deposit.

Adverse operating results or changes in industry conditions could lead to difficulty or an inability to maintain timely access to these additional funding sources.

13 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors