What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-25 · 428 added, 338 removed, 2204 unchanged (26% of the section changed)

68 unchanged sentences

the pool level;

(3) the allowance for credit losses for commercial real estate small business and commercial small business loan portfolios are calculated using PD and LGD models at the borrower-level using both a regression model and a fractional logit model as well as macroeconomic indicators and expected prepayment rates at the pool level;

(3) the allowance for credit losses for commercial real estate small business and commercial small business loan portfolios are calculated using PD and LGD models at the borrower-level using either a regression model or a fractional logit model as well as macroeconomic forecasts and expected prepayment rates at the pool level;

and (4) the allowance for credit losses for the commercial real estate and commercial loan portfolios are calculated using PD and LGD models at the pool-level using projected default and severity rates as well as macroeconomic forecasts and expected prepayment rates determined at the pool level.

A portion of the collective allowance for credit losses is comprised of adjustments to historical loss information for asset-specific risk characteristics to reflect the extent they do not exist in the historical loss information.

A portion of the collective ACL is comprised of adjustments to historical loss information for asset-specific risk characteristics to reflect the extent they do not exist in the historical loss information.

These adjustments are based on qualitative factors not reflected in the quantitative models but are likely to impact the measurement of estimated credit losses.

1 unchanged sentence

A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ACL due to significant measurement uncertainty.

Specifically, the assessment encompassed the evaluation of the collective ACL methodologies, including the (1) PD, LGD, and prepayment models and their significant assumptions, including the selection and weighting of the macroeconomic forecasts, and the reasonable and supportable forecast period, (2) adjustment for asset specific risk characteristics for residential mortgage, home equity, and vehicle loans and (3) the qualitative factors.

The assessment also included an evaluation of the conceptual soundness and performance of the models.

87 unchanged sentences

Noninterest income:

Loss on sale of investments ( 39,413 ) ( 8,307 ) ( 8 )

Gain/(loss) on sale of investments 178 ( 39,413 ) ( 8,307 )

Gain on sale of mortgage servicing rights — — 8,305

18 unchanged sentences

Amortization of intangible assets 5,171 2,452 3,270

Real estate owned expense 184 456 223

Merger, asset disposition and restructuring expense 42,787 5,763 6,749

19 unchanged sentences

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

Unrealized holding (losses)/gains, net of tax of $ 1,193 , $( 3,429 ), and $ 45,321 , respectively

Unrealized holding gains/(losses), net of tax of $( 11,002 ), $ 1,193 , and $( 3,429 ), respectively

34,075 ( 6,378 ) 7,875

Reclassification adjustment for losses/(gains) included in net income, net of tax of ($ 7,706 ), $( 1,700 ), and $ 0 , respectively

Reclassification adjustment for losses included in net income, net of tax of ($ 14 ), $( 7,706 ), and $( 1,700 ), respectively

47 26,789 5,672

Net unrealized holding gains/(losses) on marketable securities 20,411 13,547 ( 151,889 )

Net unrealized holding gains on marketable securities 34,122 20,411 13,547

Change in fair value of interest rate swaps, net of tax of $ 676 , $( 448 ), and $ 110 , respectively

3 unchanged sentences

8,825 18,187 10,019

Reclassification adjustments for prior period service costs and actuarial (gains)/losses included in net income, net of tax of $ 591 , $ 607 , and $ 202 , respectively

Reclassification adjustments for prior period service costs and actuarial gains included in net income, net of tax of $ 255 , $ 591 , and $ 607 , respectively

( 674 ) ( 1,553 ) ( 1,526 )

Net gain on defined benefit plans 8,151 16,634 8,493

Other comprehensive income/(loss) 38,578 21,666 ( 133,529 )

Other comprehensive income 40,223 38,578 21,666

Total comprehensive income $ 166,236 138,856 156,623

16 unchanged sentences

Total comprehensive income — — 134,957 21,666 156,623

Adoption of ASU No.

2022-02 — — ( 329 ) — ( 329 )

Exercise of stock options 1 629 — — 630

9 unchanged sentences

Total comprehensive income — — 100,278 38,578 138,856

Adoption of ASU No.

2022-02 — — ( 329 ) — ( 329 )

Exercise of stock options 2 2,453 — — 2,455

Stock-based compensation expense 2 6,080 — — 6,082

Stock-based compensation forfeited ( 1 ) 1 — — —

Dividends paid ($ 0.80 per share)

6 unchanged sentences

Total comprehensive income — — 126,013 40,223 166,236

Acquisition of Penns Woods Bancorp, Inc.

182 230,018 — — 230,200

Exercise of stock options 1 929 — — 930

14 unchanged sentences

Provision for credit losses 55,584 24,505 22,874

Loss on sale of investments 39,413 8,307 —

(Gain)/loss on sale of investments ( 178 ) 39,413 8,307

Net (gain)/loss on sale of assets ( 132 ) ( 11,871 ) 2,117

9 unchanged sentences

Noncash write-down of real estate owned 325 6,697 100

Deferred income tax expense/(benefit) 2,803 ( 4,920 ) ( 5,504 )

Deferred income tax (benefit)/expense ( 6,425 ) 2,803 ( 4,920 )

Origination of loans held-for-sale ( 195,843 ) ( 268,179 ) ( 198,637 )

2 unchanged sentences

Investing activities:

Purchase of marketable securities held-to-maturity — — ( 212,892 )

Purchase of marketable securities available-for-sale ( 495,733 ) ( 437,503 ) ( 23,502 )

7 unchanged sentences

Loan originations ( 4,361,333 ) ( 3,015,448 ) ( 3,963,743 )

Loan purchases — — ( 371,121 )

Proceeds from loan maturities and principal reductions 4,402,932 3,196,190 3,446,731

Net redemptions/(proceeds) of FHLB stock 9,140 9,997 ( 25,959 )

Net redemptions of FHLB stock 13,786 9,140 9,997

Proceeds from sale of real estate owned 896 1,024 2,735

Proceeds from sale of real estate owned for investment, net — — 305

Purchases of premises and equipment, net ( 11,630 ) ( 2,308 ) ( 8,564 )

Net cash provided by/(used in) investing activities 174,974 ( 239,680 ) ( 917,423 )

Acquisitions, net of cash received 30,899 — —

Net cash (used in)/provided by investing activities ( 127,352 ) 174,974 ( 239,680 )

NORTHWEST BANCSHARES, INC.

4 unchanged sentences

Financing activities:

Net increase/(decrease) in deposits $ 164,651 515,354 ( 836,617 )

Net increase in deposits $ 180,851 164,651 515,354

Repayments of long-term borrowings ( 35,383 ) — —

Net (decrease)/increase in short-term borrowings ( 198,564 ) ( 282,270 ) 542,073

(Decrease)/increase in advances by borrowers for taxes and insurance ( 3,211 ) ( 2,360 ) 3,031

Net decrease in short-term borrowings ( 112,546 ) ( 198,564 ) ( 282,270 )

Decrease in advances by borrowers for taxes and insurance ( 4,733 ) ( 3,211 ) ( 2,360 )

Cash dividends paid on common stock ( 109,913 ) ( 101,854 ) ( 101,669 )

1 unchanged sentence

Net cash (used in)/provided by financing activities ( 80,794 ) ( 136,523 ) 129,685

Net increase/(decrease) in cash and cash equivalents $ 166,118 ( 17,105 ) ( 1,139,894 )

Net (decrease)/increase in cash and cash equivalents $ ( 54,731 ) 166,118 ( 17,105 )

Cash and cash equivalents at beginning of period $ 288,378 122,260 139,365

5 unchanged sentences

Income taxes 40,558 27,790 47,996

Business acquisitions:

Fair value of assets acquired $ 2,268,938 — —

Northwest Bancshares, Inc.

common stock issued ( 230,200 ) — —

Net cash paid ( 3,607 ) — —

Liabilities assumed $ 2,035,131 — —

Noncash activities:

10 unchanged sentences

Northwest Bank, a Pennsylvania chartered savings bank, offers a complete line of business and personal banking products, as well as treasury management solutions and wealth management services through its 161 banking locations in Pennsylvania, New York, Ohio, and Indiana.

We have determined that we have one reportable business segment.

We have determined that we have one repo rtable business segment.

(b) Principles of Consolidation

14 unchanged sentences

On a quarterly basis, we measure expected credit losses on held-to-maturity debt securities on a collective basis by major security type and all of our held-to-maturity debt securities are residential mortgage-backed securities.

Accrued interest receivable on held-to-maturity debt securities total ed $ 3 million at both December 31, 2024 and December 31, 2023, respectively, and is excluded from estimated credit losses.

Accrued interest receivable on held-to-maturity debt securities total ed $ 4 million and $ 3 million at December 31, 2025 and December 31, 2024, respectively, and is excluded from estimated credit losses.

All of our r esidential mortgage-backed securities are issued by U.S.

16 unchanged sentences

Losses are charged against the allowance when we believe the uncollectibility of an available-for-sale security is confirmed or when there is an intent or requirement to sell the security.

Accrued interest receivable on available-for-sale debt securities totale d $ 2 million at both December 31, 2024 and December 31, 2023, respectively , and is excluded from the estimate of credit losses.

Accrued interest receivable on available-for-sale debt securities totale d $ 3 million and $ 2 million at December 31, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses.

A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days past due.

8 unchanged sentences

◦ Home equity loans - first and second mortgage loans and home equity lines of credit

◦ Vehicle loans - direct and indirect automobile, motorcycle loans and recreational or power sport vehicles

◦ Consumer loans - unsecured lines of credit, credit card loans, and other consumer loans

◦ Vehicle loans - direct and indirect automobile and motorcycle loans and recreational and powersports loans

◦ Consumer loans - unsecured lines of credit, credit card, and other consumer loans

• Commercial Banking loans consist of the following classes of financing receivables:

◦ Commercial real estate - multi-family commercial real estate loans secured by multi-family residences, such as rental properties and loans secured by nonresidential properties such as hotels, commercial offices, medical buildings, manufacturing facilities and retail establishments, excluding owner-occupied loans, and including small business commercial real estate loans

◦ Commercial real estate - owner-occupied loans - commercial real estate loans secured by residential or non-residential properties

◦ Commercial real estates - owner occupied - commercial real estate loans secured by residential or non-residential properties

◦ Commercial loans - other commercial loans, including small business commercial loans and equipment finance loans

Loans are reported at amortized cost.

Amortized cost is the principal balance outstanding, net of any deferred purchase premiums an d discounts, deferred origination fees or costs and the allowance for credit losses.

Amortized cost is the principal balance outstanding, net of any deferred purchase premiums an d discounts, deferred origination fees or costs and net charge-offs.

Accrued interest receivable totaled $ 48 million and $ 40 million at December 31, 2025, and December 31, 2024, respectively, and was reported in accrued interest receivable on the Consolidated Statements of Financial Condition.

2 unchanged sentences

Interest earned on loans for which no payments were received during the month is accrued at month end.

Generally, accrued interest on loans more than 90 days delinquent is reversed and such loans are placed on nonaccrual status, except for credit card loans which are not placed in nonaccrual status based on delinquency.

Generally, accrued interest on loans more than 90 days delinquent is reversed and such loans are placed on nonaccrual status, except for credit cards which are not placed in nonaccrual status based on delinquency.

All loans are placed on nonaccrual status when principal or interest is 90 days or more delinquent or when there is reasonable doubt that interest or principal will not be collected in accordance with the contractual terms.

9 unchanged sentences

December 31, 2025, 2024 and 2023

Personal Banking loans are charged-off or charged down when they become 180 da ys delinquent, unless the borrower has filed for bankruptcy.

Personal Banking loans are charged-off or charged down when they become 180 days delinquent, unless the borrower has filed for bankruptcy.

Commercial Banking loans are charged-off or charged down when, in our opinion, they are no longer collectible or when it has been determined that the collateral value no longer supports the carrying value of the loan for loans that are collateral dependent.

34 unchanged sentences

The allowance for credit losses within the mortgage and home equity loan pools is calculated using a non-discounted cash flow method through a PD, LGD, and prepayment model developed by an external third-party and adjusted for asset specific characteristics.

These classes are further divided into smaller pools of loans with similar risk characteristics such as:

lines versus loans, fixed versus variable, senior lien position versus junior lien position, among other things.

These classes are further divided into smaller pools of loans with similar risk characteristics such as lines versus loans, fixed versus variable, senior lien position versus junior lien position, among other things.

NORTHWEST BANCSHARES, INC.

3 unchanged sentences

For each pool, the models project default rates, prepayment rates, and severity rates.

The models accept as inputs key risk drivers such as:

current balance, original credit bureau score, original loan-to-value ratio, type of collateral, location of collateral, delinquency status, loan age, among other characteristics.

The models accept as inputs key risk drivers such as current balance, original credit bureau score, original loan-to-value ratio, type of collateral, location of collateral, delinquency status, loan age, among other characteristics.

They also utilize macroeconomic forecasts of home price indices, unemployment rates, gross domestic product, and others.

1 unchanged sentence

The allowance for credit losses within the vehicle loan pool is calculated using a non-discounted cash flow model through a PD, LGD, and prepayment model developed by an external third-party and adjusted for asset specific risk characteristics.

These classes are further divided into smaller pools of loans with similar risk characteristics such as:

cars, trucks and powersport vehicles and recreational vehicles.

These classes are further divided into smaller pools of loans with similar risk characteristics such as cars, trucks and powersport vehicles and recreational vehicles.

Monthly probabilities of default and prepayments are estimated for each loan, along with estimates of exposure at default and loss given default.

14 unchanged sentences

This model projects default and severity rates.

The model accepts as inputs key risk drivers such as:

current balance, original loan-to-value-ratio, type of collateral, location of collateral, delinquency status, loan age, obligor financial statement information, and expected prepayment rates, among other characteristics.

The model accepts as inputs key risk drivers such as current balance, original loan-to-value-ratio, type of collateral, location of collateral, delinquency status, loan age, obligor financial statement information, and expected prepayment rates, among other characteristics.

It also utilizes macroeconomic forecasts of commercial real estate price indices, unemployment rates, gross domestic product and others.

The allowance for credit losses for commercial real estate small business portfolio is calculated at a borrower-level with a PD/LGD model.

Separate models were built by industry segment.

Separate models were built by industry segments.

Each model was built with a logistic regression model except for the U.S.

1 unchanged sentence

For SBA, a portfolio-level fractional logit model was developed;

the small Agriculture segment uses a simple long-run average loss rate.

the small business Agriculture segment uses a simple long-run average loss rate.

The LGD model is assumption-based and assigns varying LGDs by industry segment.

12 unchanged sentences

The allowance for credit losses for commercial small business loans is calculated at a borrower-level with a PD/LGD model.

Separate models were built by industry segment.

Separate models were built by industry segments.

Each model was built with a logistic regression model except for the U.S.

1 unchanged sentence

For SBA, a portfolio-level fractional logit model was developed;

the small Agriculture segment uses a simple long-run average loss rate.

the small business Agriculture segment uses a simple long-run average loss rate.

The LGD model is assumption-based and assigns varying LGDs by industry segment.

1 unchanged sentence

Loans that do not share risk characteristics are evaluated on an individual basis.

Loans evaluated individually are not also included in the collective evaluation.

Loans evaluated individually are not included in the collective evaluation.

When we determine that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs.

If this criteria is not met, a discounted cash flow method is used to determine the allowance for credit losses.

If this criterion is not met, a discounted cash flow method is used to determine the allowance for credit losses.

All changes in the discounted cash flow method over time are reported in the allowance for credit losses.

3 unchanged sentences

If we no longer believe the loan demonstrates similar risks to their respective portfolio segment, an individual assessment will be performed.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off.

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

47 unchanged sentences

Based upon analysis, the amount of the premium related to the core deposits or other identifiable intangibles of the business purchased is calculated along with the estimated life of the intangible.

The intangible, which is recorded in other intangible assets, is then amortized to expense on an accelerated basis over an approximate life of typically betwe en seven to eleven years .

The intangible, which is recorded in other intangible assets, is then amortized to expense on an accelerated basis over an approximate life of typically between seven to eleven years .

(l) Bank-Owned Life Insurance

19 unchanged sentences

In determining the projected benefit obligations for pension benefits at December 31, 2025 and 2024, we u sed a discount rate of 5.41 % and 5.44 %, respectively.

We use the FTSE (previously Citigroup) Pension Liability Index rates matching the duration of our benefit payments as of the measurement date, December 31, to determine the discount rate.

(p) Income Taxes

11 unchanged sentences

As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise or release of restrictions.

At the time awards are exercised, cancelled, expire or restrictions are released, the we recognize an adjustment to income tax expense for the difference between the previously estimated tax deduction and the actual tax deduction realized.

At the time awards are exercised, cancelled, expire or restrictions are released, we recognize an adjustment to income tax expense for the difference between the previously estimated tax deduction and the actual tax deduction realized.

We account for forfeitures as they occur.

For additional information regarding grants of stock options and common shares, see Note 15.

For additional information regarding grants of stock-based awards, see Note 16.

(r) Derivative Financial Instruments

1 unchanged sentence

The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

To qualify for hedge accounting rules, a hedging relationship must be highly effective in offsetting the risk designation as being hedge.

To qualify for hedge accounting rules, a hedging relationship must be highly effective in offsetting the risk designation as being hedged.

The hedging relationship must be formally documented at inception and assess the hedging relationship at least on a quarterly basis to ensure the hedging instrument continues to be highly effective over the life of the hedging relationship.

49 unchanged sentences

(2) Recently Adopted Accounting Standards

In March 2023, the Financial Accounting Standards Board (“FASB ” ) issued Accounting Standards Update (“ASU ” ) No.

2023-02, “Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.

” This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

Entities must make an accounting policy election to apply the proportional amortization method on a tax credit-program-by-tax-credit-program basis.

The ASU’s amendments also remove the specialized guidance for low-income-housing tax credit (“LIHTC ” ) investments that are not accounted for using the proportional amortization method and instead require that those LIHTC investments be accounted for using the guidance in other accounting standards.

This guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

This ASU is applied on a modified retrospective or retrospective basis with the amendments to remove the specialized guidance for LIHTCs also being able to be applied on a prospective basis.

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

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ” to improve disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This update requires that an entity that has a single reportable segment, such as the Company, to provide all the disclosures required by this update.

The amendments in this update require annual and interim disclosures on significant segment expenses that are regularly provided to the chief operating decision maker to make operating decisions and to allocate resources.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

A public entity should apply the amendments in this update retrospectively to all prior periods presented in the consolidated financial statements with early adoption permitted.

This guidance was adopted for the year ended December 31, 2024 and did not have a material impact on the Company’s financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB ” ) issued Accounting Standards Update (“ASU ” ) No.

2023-09, "Improvements to Income Tax Disclosures." This ASU requires additional disaggregated disclosures on entity's effective tax rate reconciliation and additional details on income taxes paid.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

This ASU is applied prospectively with the option to apply the ASU retrospectively.

This guidance was adopted on January 1, 2025 on a prospective basis and did not have a material impact to the Company’s financial statements.

(3) Acquisition

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

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

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

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

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

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

Under the terms of the merger agreement, each share of Penns Woods common stock was converted into 2.385 shares of the Company's common stock, or a total of 18,266,469 shares of common stock of the Company, valued at $ 230 million, based on the $ 12.63 per share closing price of the Company's stock on July 25, 2025 with cash in lieu of fractional shares paid at a rate of $ 13.14 per whole share of Northwest Bancshares, Inc.

common stock.

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

Preliminary goodwill associated with the Penns Woods acquisition totaled $ 63.3 million at December 31, 2025, which reflects expected synergies and economies of scale from the acquisition.

The goodwill at December 31, 2025 was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments described below, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period.

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

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

The Company recorded measurement period adjustments in the fourth quarter of 2025 related to the acquisition primarily related to other assets, other liabilities and the fair value of deposit intangible assets which resulted in a net $ 5.9 million increase in preliminary goodwill associated with the acquisition compared to September 30, 2025.

The following table shows the preliminary assessment of the consideration transferred and assets acquired and the liabilities assumed that were recorded at fair value on the date of acquisition, inclusive of the aforementioned measurement period adjustments (dollars in thousands).

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Consideration paid:

Northwest Bancshares, Inc.

common stock issued $ 230,200

Cash consideration paid 3,607

Total consideration paid 233,807

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

Cash and cash equivalents $ 34,506

Investment securities available-for-sale 160,728

Loans, net 1,814,501

FHLB stock 29,408

Premises and equipment 15,862

Core deposit intangible 42,000

Other assets 108,600

Deposits ( 1,617,611 )

Borrowings ( 394,135 )

Other liabilities ( 23,385 )

Total identifiable net assets $ 170,474

Goodwill $ 63,333

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

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

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

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

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

Non PCD loans

Principal balance at acquisition $ 1,766,599

Net discount at acquisition ( 68,716 )

Purchase price $ 1,697,883

Principal balance at acquisition $ 119,416

Initial allowance for credit losses at acquisition ( 6,029 )

Non-credit discount at acquisition ( 2,798 )

Purchase price $ 110,589

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

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

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

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

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

Certificates of deposit were valued by projecting out the

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

expected cash flows based on the contractual terms of the certificates of deposit.

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

Direct costs related to the Penns Woods merger were expensed as incurred and were $ 40 million during the year ended December 31, 2025, which included technology and communications costs, professional services, marketing and advertising, severance expense and contract termination costs.

The following table presents unaudited pro forma information as if the acquisition of Penns Woods had occurred on January 1, 2023.

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

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

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

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

Proforma (unaudited)

Year Ended December 31,

2025 2024 2023

Total revenues (1) $ 706,325 605,886 627,645

Net income available to common shareholders 178,537 122,913 156,461

(1) Includes net interest income and total noninterest income

The Company's operating results for the year ended December 31, 2025 includes the operating results of the acquired assets and assumed liabilities of Penns Woods subsequent to the acquisition on July 25, 2025.

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

Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred.

41 unchanged sentences

government and agencies:

Due after one year through five years $ 1,631 11 ( 13 ) 1,629

Due after ten years 41,673 — ( 7,390 ) 34,283

1 unchanged sentence

Due after one year through five years 1,040 6 ( 2 ) 1,044

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

Municipal securities:

Due within one year 1,810 9 — 1,819

Due after one year through five years 10,876 118 ( 7 ) 10,987

2 unchanged sentences

Corporate debt issues:

Due within one year 500 — — 500

Due after one year through five years 4,716 12 ( 22 ) 4,706

Due after five years through ten years 46,436 1,429 ( 64 ) 47,801

Due after ten years 4,000 27 — 4,027

Residential mortgage-backed securities:

11 unchanged sentences

Due after one year through five years $ 16,477 — ( 98 ) 16,379

Due after five years through ten years 107,988 — ( 8,216 ) 99,772

Residential mortgage-backed securities:

15 unchanged sentences

government and agencies:

Due after one year through five years $ 20,000 — ( 1,135 ) 18,865

Due after ten years $ 45,289 — ( 9,898 ) 35,391

1 unchanged sentence

Due after one year through five years 122 — ( 4 ) 118

Due after five years through ten years 386 — ( 12 ) 374

Municipal securities:

4 unchanged sentences

Due after five years through ten years 5,485 — ( 78 ) 5,407

Due after ten years 19,944 815 ( 65 ) 20,694

Residential mortgage-backed securities:

12 unchanged sentences

Due after one year through five years $ 124,462 — ( 14,464 ) 109,998

Due after five years through ten years 54,987 — ( 8,700 ) 46,287

Residential mortgage-backed securities:

13 unchanged sentences

Total residential mortgage-backed securities $ 1,519,847 1,408,121

The following table shows the contractual maturity of our residential mortgage-backed securities held-to-maturity at December 31, 2025:

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

December 31, 2025, 2024 and 2023

The following table shows the contractual maturity of our residential mortgage-backed securities held-to-maturity at December 31, 2024:

Amortized cost Fair value

Residential mortgage-backed securities:

Due within one year $ 24 24

Due after one year through five years 36,754 33,307

10 unchanged sentences

Marketable securities having a carrying value of $ 899 million at December 31, 2025 were pledged under collateral agreements.

During the year ended December 31, 2025, we sold marketable securities classified as available-for-sale for $ 80 million from the Penns Woods merger, with no gross realized gains or losses.

During the year ended December 31, 2024, we sold marketable securities classified as available-for-sale for $ 276 million, with gross realized losses of $ 39 million.

During the year ended December 31, 2023, we sold marketable securities classified as available-for-sale for $ 101 million, with gross realized gains of $ 9,000 and gross realized losses of $ 8 million.

During the year ended December 31, 2022, there were no sales of marketable securities classified as available-for-sale.

During the years ended December 31, 2025, 2024, and 2023, we did no t recognize an allowance for credit losses in our investment portfolio.

19 unchanged sentences

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

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of December 31, 2025, which were comprised of 233 individual securities, represents a credit loss impairment.

2 unchanged sentences

government-sponsored enterprises, local municipalities, or represent corporate debt.

The securities issued by the U.S.

The securities

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

issued by the U.S.

government agencies or U.S.

22 unchanged sentences

December 31, 2025 December 31, 2024

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

Personal Banking:

12 unchanged sentences

Total loans receivable, net (1) 12,857,104 11,063,195

(1) Includes originated and purchased loan pools purchased in an asset acquisition.

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

(1) Includes $ 8 million and $ 60 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at December 31, 2025 and December 31, 2024, respectively.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

As of December 31, 2025 and 2024, we serviced loans for others approximating $ 239 million and $ 244 million, respectively.

2 unchanged sentences

We do not believe we have significant concentrations of credit risk to any one group of borrowers given our underwriting and collateral requirements.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Loans receivable as of December 31, 2025 and 2024 include $ 5.6 billion and $ 4.3 billion, respectively, of adjustable rate loans and $ 7.4 billion and $ 6.9 billion, respectively, of fixed rate loans.

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the year ended December 31, 2025 (in thousands):

Balance as of December 31, 2024 Current

period provision Charge-offs Recoveries Balance as of December 31, 2023

Balance as of December 31, 2025 Current period provision (1)

Charge-offs (2)

Recoveries Initial ACL on loans purchased with credit deterioration (2)

Balance as of December 31, 2024

Allowance for Credit Losses

15 unchanged sentences

Personal Banking:

Residential mortgage loans $ — ( 2 ) — — 2

Home equity loans 91 29 — — — 62

7 unchanged sentences

Total off-balance-sheet exposure $ 12,684 ( 1,265 ) — — — 13,949

During the year ended December 31, 2024, we sold $ 24 million of loans that were classified as held-for-investment, for a loss of $ 5 million, which is reported in provision for credit losses in the Consolidated Statements of Income.

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

(2) Net charge-offs and associated metrics for the year ended December 31, 2025 exclude $ 18.1 million of charge-offs recognized immediately upon completion of the Penns Woods acquisition and related to required purchase accounting treatment

During the year ended December 31, 2025, we did not sell any loans that were were classified as held-for-investment.

NORTHWEST BANCSHARES, INC.

4 unchanged sentences

Balance as of December 31, 2024 Current

period provision Charge-offs Recoveries ASU 2022-02 Adoption Balance as of December 31, 2022

period provision Charge-offs Recoveries Balance as of December 31, 2023

Allowance for Credit Losses

23 unchanged sentences

Total off-balance-sheet exposure $ 13,949 ( 3,174 ) — — 17,123

During the year ended December 31, 2023, we sold $ 8.0 million of loans that were classified as held-for-investment, for a gain of $ 726,000 , which is reported in gain on sale of loans on the Consolidated Statements of Income.

D uring the year ended December 31, 2024, we sold $ 24 million of loans that were transferred from held-for-investment to held for sale, with a charge-off of $ 5 million, recorded as part of the transfer.

NORTHWEST BANCSHARES, INC.

4 unchanged sentences

Balance as of December 31, 2023 Current

period provision Charge-offs Recoveries Balance as of December 31, 2021

period provision Charge-offs Recoveries ASU 2022-02 Adoption Balance as of December 31, 2022

Allowance for Credit Losses

23 unchanged sentences

Total off-balance sheet exposure $ 17,123 4,210 — — — 12,913

NORTHWEST BANCSHARES, INC.

56 unchanged sentences

Total $ 61,401 63,531 43,752 107,283 646

During the year ended December 31, 2024, we did no t recognize any interest income on nonaccrual loans.

During the year ended December 31, 2025, we did no t recognized any interest income on nonaccrual loans.

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the year ended December 31, 2024, (in thousands):

28 unchanged sentences

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2024 (in thousands):

Real estate Total

Real estate Equipment Other Total

Commercial Banking:

11 unchanged sentences

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

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

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

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

4 unchanged sentences

For the year ended December 31,

Payment delay Term extension Interest rate reduction Combination term extension and interest rate reduction Total

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

Payment delay Term extension Combination term extension and interest rate reduction Total

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

class of financing receivable

2 unchanged sentences

Home equity loans — 384 64 0.03 % — 541 — 142 0.06 %

Vehicle loans

— 1 5 — % — — — — — %

Consumer loans

7 unchanged sentences

Total $ 14,538 103,064 278 0.91 % $ 459 1,733 664 162 0.03 %

For the year ended December 31,

Payment delay Term extension Combination term extension and interest rate reduction Total

class of financing receivable

Personal Banking:

Residential mortgage loans $ 363 499 — 0.03 %

Home equity loans — 403 84 0.04 %

Consumer loans

Total Personal Banking 363 902 87 0.02 %

Commercial Banking:

Commercial real estate loans — 71 — — %

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

Commercial loans — 11 — — %

Total Commercial Banking — 82 — — %

Total $ 363 984 87 0.01 %

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

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

For the year ended December 31,

2025 2024 2023

Weighted-average interest rate reduction Weighted-average term extension

in months Payment deferral (months) Weighted-average interest rate reduction Weighted-average term extension

in months Payment deferral (months)

2 unchanged sentences

Home equity loans 1 % 86 0 2 % 97 0 5 % 92 0

Vehicle loans 1 % 0 0 — % 0 0 — % 0 0

Consumer loans — % 32 0 6 % 66 0 12 % 356 0

8 unchanged sentences

The following table presents the performance of loans that such loans have been modified within the previous twelve months of December 31, 2025 (in thousands):

Current 30-59 days

delinquent 60-89 days

delinquent 90 days or

greater delinquent

Personal Banking:

Residential mortgage loans $ 444 367 109 105

Home equity loans 444 4 — —

Vehicle loans 6 — — —

Consumer loans 5 — — —

Total Personal Banking 899 371 109 105

Commercial Banking:

Commercial real estate loans 96,989 9,732 — 43

Commercial real estate loans - owner occupied 3,147 — — 34

Commercial loans 504 — — 5,947

Total Commercial Banking 100,640 9,732 — 6,024

Total loans $ 101,539 10,103 109 6,129

The following table presents the performance of loans that such loans have been modified within the previous twelve months of December 31, 2024 (in thousands):

NORTHWEST BANCSHARES, INC.

17 unchanged sentences

Total loans $ 1,512 120 9 475

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

The following table presents the performance of loans that such loans have been modified since the adoption of ASU 2022-02 (in thousands):

The following table presents the performance of loans that such loans have been modified within the previous twelve months of December 31, 2023 (in thousands):

Current 30-59 days

9 unchanged sentences

Commercial real estate loans 71 — — —

Commercial real estate loans - owner occupied — — — —

Commercial loans 11 — — —

1 unchanged sentence

Total loans $ 698 365 8 363

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

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

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

For the year ended December 31,

Term extension Combination term extension and interest rate reduction Payment delay

2025 2024 2023

Term extension Combination term extension and interest rate reduction Term extension Combination term extension and interest rate reduction Payment delay

Personal Banking:

4 unchanged sentences

Commercial real estate loans — 43 — 268 —

Commercial real estate loans - owner occupied 34 — — — —

Commercial loans — 5,947 — — —

Total Commercial Banking 34 5,990 — 268 —

218 unchanged sentences

As of December 31, 2025, the maximum potential amount of future payments we could be required to make under these standby letters of credit is $ 66 million, of which $ 63 million is fully collateralized.

A liability (which represents deferred income) of $ 1 million and $ 1 million has been recognized for the obligations as of December 31, 2024 and 2023, respectively, and there are no recourse provisions that would enable us to recover any amounts from third parties.

A liability (which represents deferred income) of $ 1 million has been recognized for the obligations as of December 31, 2025 and 2024, and there are no recourse provisions that would enable us to recover any amounts from third parties.

In addition, we maintain a $ 21 million credit limit with a correspondent bank for private label credit card facilities for certain existing commercial clients of the Bank, of which $ 13 million of the credit limit was allocated to credit cards that have been issued.

2 unchanged sentences

however, if the customer fails to repay their balance, the Bank could be required to satisfy the obligation to the correspondent bank and initiate collection from our customer as part of the existing credit facility of that customer.

Mortgage servicing assets are recognized as separate assets when servicing rights are created through loan originations and the underlying loan is sold.

Upon sale, the mortgage servicing right (“MSR”) is established, which represents the then-fair value of future net cash flows expected to be realized for performing the servicing activities.

The fair value of the MSRs are estimated by calculating the present value of estimated future net servicing cash flows, taking into consideration actual and expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions.

In determining the fair value of the MSRs, stochastic modeling is performed using variables such as the forward yield curve, prepayment rates, annual service cost, average life expectancy and option adjusted spreads.

MSRs are amortized against mortgage banking income in proportion to, and over the period of, the estimated future net servicing income of the underlying mortgage loans.

MSRs are recorded in other assets on the Consolidated Statements of Financial Condition.

Capitalized MSRs are evaluated quarterly for impairment based on the estimated fair value of those rights.

The MSRs are stratified by certain risk characteristics, primarily loan term and note rate.

If impairment exists within a risk stratification tranche, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the fair value.

If it is later determined all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced or eliminated.

We do not directly hedge against realized or potential future impairment losses on our MSRs.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The following table shows changes in MSRs as of and for the years ended December 31, 2024 and 2023:

Servicing rights Valuation allowance Net carrying

value and fair value

Balance at December 31, 2022

$ 7,802 ( 7 ) 7,795

Additions 788 ( 1 ) 787

MSR sale ( 5,930 ) — ( 5,930 )

Amortization ( 1,551 ) — ( 1,551 )

Balance at December 31, 2023

1,109 ( 8 ) 1,101

Additions 558 6 564

Amortization ( 433 ) — ( 433 )

Balance at December 31, 2024

$ 1,234 ( 2 ) 1,232

(7) Accrued Interest Receivable

7 unchanged sentences

Northwest Bank is a member of the FHLB of Pittsburgh and a former member of the FHLB of Indianapolis.

As a member of the FHLB of Pittsburgh, we are required to maintain a minimum investment in capital stock of the FHLB of Pittsburgh based upon membership, level of borrowings, collateral balances or participation in other programs.

As a former member of the FHLB of Indianapolis, we are required to maintain a minimum investment in the capital stock of the FHLB of Indianapolis based upon participation in certain past programs.

As a member of the FHLB of Pittsburgh, we are required to maintain a minimum investment in capital stock of the FHLB of Pittsburgh based upon

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

membership, level of borrowings, collateral balances or participation in other programs.

As a former member of the FHLB of Indianapolis, we were required to maintain a minimum investment in the capital stock of the FHLB of Indianapolis based upon participation in certain past programs.

Our investment in the capital stock of the FHLB of Pittsburgh at December 31, 2025 and December 31, 2024 was $ 37 million and $ 18 million, respectively.

In addition, our investment in the capital stock of the FHLB of Indianapolis at December 31, 2024 and December 31, 2023 was $ 3 million.

We received dividends on capital stock during the years ended December 31, 2024 and 2023 of $ 2 million and $ 3 million, respectively.

In addition, our investment in the capital stock of the FHLB of Indianapolis at December 31, 2025 and December 31, 2024 was $ 0 million and $$ 3 million, respectively.

We received dividends on capital stock during the years ended December 31, 2025 and 2024 of $ 2 million.

(9) Premises and Equipment

8 unchanged sentences

Depreciation and amortization expense for the years ended December 31, 2025, 2024, and 2023 was $ 12 million, $ 11 million, and $ 12 million, respectively.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

(10) Goodwill and Other Intangible Assets

2 unchanged sentences

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

Acquisitions 42,000 —

accumulated amortization ( 77,232 ) ( 72,062 )

8 unchanged sentences

For the year ending December 31, 2028 5,936

For the year ending December 31, 2029 5,102

For the year ending December 31, 2030 4,269

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

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

Balance at December 31, 2024 $ 380,997

Goodwill acquired 63,333

Balance at December 31, 2025 $ 444,330

10 unchanged sentences

(1) Includes $ 193 million and $ 201 million of brokered deposits at December 31, 2025 and 2024.

The aggregate amount of time deposits with a minimum denomination of $100,000 at December 31, 2024 and 2023 was $ 1.1 billion and $ 950 million, respectively.

The aggregate amount of time deposits with a minimum denomination of $250,000 at December 31, 2025 and 2024 was $ 2.9 billion and $ 373.9 billion, respectively.

Generally, deposits in excess of $250,000 are not federally insured.

At December 31, 2025 and 2024, we had $ 2.0 billion and $ 1.9 billion of deposits in accounts exceeding $250,000, respectively.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The following table summarizes the contractual maturity of time deposits at December 31, 2024 and 2023:

Due within 12 months $ 2,547,129 2,464,022

Due between 12 and 24 months 86,594 70,679

Due between 24 and 36 months 23,133 27,550

Due between 36 and 48 months 11,592 23,590

Due between 48 and 60 months 7,395 13,997

After 60 months 1,802 3,043

Total time deposits $ 2,677,645 2,602,881

The following table summarizes the interest expense incurred on the respective deposits for the years ended December 31, 2025, 2024 and 2023:

6 unchanged sentences

Total interest expense on deposits $ 198,978 205,492 105,343

(1) Includes $ 18 million, $ 8 million, and $ 0 of interest expense on brokered deposits at December 31, 2024, 2023, and 2022.

(11) Borrowed Funds

(a) Borrowings

(1) Includes $ 6 million, $ 18 million, and $ 8 million of interest expense on brokered deposits at December 31, 2025, 2024, and 2023.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

(12) Borrowings

(a) Borrowed Funds

Borrowed funds at December 31, 2025 and 2024 are presented in the following table:

2 unchanged sentences

Term notes payable to the FHLB of Pittsburgh, due within one year $ 332,569 3.99 % $ 175,000 4.64 %

Notes payable to the FHLB of Pittsburgh, due within one year — — % 163,500 5.70 %

Term notes payable to the FHLB of Pittsburgh, due in more than one year 105,482 4.09 % — — %

Total term notes payable to the FHLB 438,051 175,000

Collateralized borrowings, due within one year 8,232 1.55 % 22,323 1.73 %

6 unchanged sentences

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

At December 31, 2024 and December 31, 2023, the balance of the revolving line of credit was $ 0 million and $ 164 million, respectively.

At December 31, 2025 and December 31, 2024, there was no balance outstanding on the the revolving line of credit.

At December 31, 2025 and December 31, 2024, collateralized borrowings due within one year were $ 8 million and $ 22 million, respectively.

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

At December 31, 2024, the carrying value of the cash and securities used as collateral was $ 36 million.

At December 31, 2025 and December 31, 2024, the carrying value of the cash and securities used as collateral was $ 33 million and $ 36 million, respectively.

At December 31, 2025 and December 31, 2024, collateral received was $ 0 million and $ 3 million, respectively.

This represents collateral posted to us from our derivative counterparties.

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

The December 31, 2024 total is made up of seven advance each for $ 25 million.

At December 31, 2025 and December 31, 2024, term notes payable to the FHLB of Pittsburgh due within one year were $ 333 million and $ 175 million, respectively.

At December 31, 2025 and December 31, 2024 the term notes payable to the FHLB of Pittsburgh due in more than one year was $ 105 million and $ 0 million, respectively.

The bank had FHLB letters of credit in the amount of $ 575 million which was pledged as collateral for public fund deposits at December 31, 2025 and 2024

(b) Subordinated Debt

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, 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 Secured Overnight Financing Rate (“SOFR”) plus 3.89 % payable quarterly in arrears commencing on December 15, 2025.

During 2022 the Company repurchased $ 10 million of subordinated notes leaving $ 115 million of subordinated notes outstanding as of De cember 31, 2025.

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

At both December 31, 2025 and December 31, 2024, subordinated debentures, net of issuance costs, w ere $ 115 million.

For each of the years ended December 31, 2025, December 31, 2024, and December 31, 2023, total interest expense paid on the subordinate notes was $ 6 million, $ 5 million, and $ 5 million respectively.

The Company has seven statutory business trusts:

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

December 31, 2025, 2024 and 2023

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 Secured Overnight Financing Rate (“SOFR”) plus 3.89 % payable quarterly in arrears commencing on December 15, 2025.

During the year ended December 31, 2022, the Company repurchased $ 10 million of subordinated notes leaving $ 115 million of subordinated notes outstanding as of December 31, 2024.

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

At December 31, 2024 and December 31, 2023, subordinated debentures, net of issuance costs, were $ 115 million and $ 114 million, respectively.

For each of the years ended December 31, 2024, December 31, 2023, and December 31, 2022, total interest expense paid on the subordinate notes was $ 5 million.

(b) Trust Preferred Securities

The Company has seven statutory business trusts:

Northwest Bancorp Capital Trust III, a Delaware statutory business trust, Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust, LNB Trust II, a Delaware statutory business trust, Union National Capital Trust I (“UNCT I”), a Delaware statutory business trust, Union National Capital Trust II (“UNCT II”), a Delaware statutory business trust, MFBC Statutory Trust I, a Delaware statutory trust, and Universal Preferred Trust, a Delaware statutory trust (the “Trusts”).

Capital Trust I (“UNCT I”), a Delaware statutory business trust, Union National Capital Trust II (“UNCT II”), a Delaware statutory business trust, MFBC Statutory Trust I, a Delaware statutory trust, and Universal Preferred Trust, a Delaware statutory trust (the “Trusts”).

The Trusts exist solely to issue preferred securities to third parties for cash, issue common securities to the Company in exchange for capitalization of the Trusts, invest the proceeds from the sale of trust securities in an equivalent amount of debentures of the Company, and engage in other activities that are incidental to those previously listed.

22 unchanged sentences

(1) Net of discounts due to the fair value adjustment made at the time of acquisition.

Cash distributions on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts.

Cash distributi ons on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts.

We have the right to defer payment of interest on the subordinated debentures at any time, or from time-to-time, for periods not exceeding five years .

If interest payments on the subordinated debentures are deferred, the distributions on the trust securities also are deferred.

To date there have been no interest deferrals.

To date there have been no interest deferra ls.

Interest on the subordinated debentures and distributions on the trust securities is cumulative.

3 unchanged sentences

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

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

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

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

• the trust to register as an investment company;

• the preferred securities do not qualify as Tier I capital.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

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

(13) Income Taxes

8 unchanged sentences

Income tax expense applicable to income before taxes consists of:

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Years ended December 31,

8 unchanged sentences

Total deferred tax provision/(benefit) ( 6,425 ) 2,803 ( 4,920 )

Total income tax expense/(benefit)

Federal 27,840 22,337 31,332

State 8,937 6,931 8,789

Total income tax expense $ 36,777 29,268 40,121

A reconciliation of the expected federal statutory income tax rate to the effective rate, expressed as a percentage of pretax income for the years ended December 31, 2024, 2023 and 2022, is as follows:

We did not have any income tax expense (benefit) in foreign jurisdictions for the years ended December 31, 2025, 2024 and 2023.

Income taxes paid in the current period in accordance with ASU 2023-09 for the year ended December 31, 2025 is as follows:

Years ended December 31,

2024 2023 2022

Federal $ 32,500

State and local:

Pennsylvania 5,200

Total $ 40,558

A reconciliation of the expected federal statutory income tax rate to the effective rate in accordance with ASU 2023-09 for the year ended December 31, 2025 is as follows:

Years ended December 31, 2025

Amount Percentage of Pretax Income

Tax computed at the statutory federal rate $ 34,186 21.0 %

State income taxes, net of federal benefit (a) 7,060 4.3 %

Low income housing tax credits (b) ( 153 ) ( 0.1 ) %

Nontaxable or nondeductible items

Tax-exempt interest income, net of disallowed interest ( 2,191 ) ( 1.3 ) %

Bank-owned life insurance ( 2,643 ) ( 1.6 ) %

Other 1,332 0.8 %

Changes in unrecognized tax benefits 112 0.1 %

Other adjustments

Dividends on stock plans ( 636 ) ( 0.4 ) %

Other ( 290 ) ( 0.2 ) %

Provision for income taxes $ 36,777 22.6 %

(a) State taxes in Pennsylvania make up the majority (greater than 50%) of the tax effect in this category.

(b) Tax credits are net of associated investment impacts, such as proportional amortization and tax benefits of flow through losses.

A reconciliation of the expected federal statutory income tax rate to the effective rate before the adoption of ASU 2023-09, expressed as a percentage of pretax income for the year ended December 31, 2024 and 2023, is as follows:

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Years ended December 31,

Expected tax rate 21.0 % 21.0 %

7 unchanged sentences

Effective tax rate 22.6 % 22.9 %

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below:

1 unchanged sentence

Deferred compensation expense $ 6,820 3,761

Bad debts 26,497 28,483

Allowance for credit losses 34,002 26,497

Other reserves 3,528 3,909

Accrued post-retirement benefit cost 576 477

Stock benefit plans 2,961 1,950

Unrealized loss on the fair value of securities available-for-sale 28,470 39,473

Deferred income 579 35

Lease liability 11,363 11,253

6 unchanged sentences

Intangible assets 19,700 18,858

Mortgage servicing rights 465 242

Fixed assets 3,555 3,891

2 unchanged sentences

Pension and post-retirement benefits 9,948 6,890

Interest rate derivatives 396 134

Other 2,135 2,811

1 unchanged sentence

Net deferred tax asset $ 40,843 38,508

We have $ 0.2 million of federal net operating loss carryovers subject to the annual limitation under Internal Revenue Code Section 382 at December 31, 2024.

The carryovers begin to expire in 2031 and are expected to be fully realized.

We have $ 20 million of Indiana net operating loss carryovers subject to annual limitation as Indiana conforms to the Internal Revenue Code Section 382 at December 31, 2024.

We have $ 14 million of Indiana net operating loss carryovers subject to annual limitation as Indiana conforms to the Internal Revenue Code Section 382 at December 31, 2025 and $ 20 million as of December 31, 2024.

The carryovers begin to expire in 2026.

Due to limitation, we do not currently expect to realize $ 8 million of the Indiana net operating loss carryover.

Due to limitation, we do not currently expect to realize $ 8 million of the Indiana net operating loss carryover for both December 31, 2025 and 2024.

This is netted against the net operating loss deferred tax asset in the preceding table.

5 unchanged sentences

This valuation allowance is netted against the net operating loss in the preceding table.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Other than stated above, we have determined that no valuation allowance is necessary for the deferred tax assets because it is more likely than not that these assets will be realized through future reversals of existing temporary differences and through future taxable income.

3 unchanged sentences

The accrual for interest and penalties was not material for all years presented.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The following table presents changes in unrecognized tax benefits at December 31, 2025, 2024 and 2023:

7 unchanged sentences

Balance, end of year $ 1,248 1,124 1,080

It is reasonably possible that over the next twelve months the amount of unrecognized tax benefits may change from the reevaluation of uncertain tax positions arising in examinations, in appeals, or in the courts, or from the closure of tax statutes.

We do not expect any significant changes in unrecognized tax benefits during the next twelve months.

We are subject to routine audits of our tax returns by the Internal Revenue Service as well as all states in which we conduct business.

11 unchanged sentences

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

The two-class method was used to determine basic EPS and the treasury stock method was used to determine diluted earnings per share for the year ended December 31, 2024.

The two-class method was used to determine basic and diluted EPS for the years ended December 31, 2023 and 2022 .

The two-class method was used to determine basic EPS and the treasury stock method was used to determine diluted earnings per share for the years ended December 31, 2025 and 2024.

The two-class method was used to determine basic and diluted EPS for the year ended December 31, 2023 .

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023.

28 unchanged sentences

We also sponsor a retirement savings plan in which substantially all employees participate.

We provide a matching contribution of 100 % of each employee’s contribution to a maximum of 4 % of the employee’s compensation.

Effective August 1, 2020, the Pension Plan was amended to include a soft freeze.

We provide a matching contribution of 100 % of each employee’s contribution to a maximum of 4 % of the employee’s eligible bi-weekly compensation.

Effective August 1, 2020, the Northwest Pension Plan was amended to include a soft freeze.

The soft freeze will allow those employees in an eligible position that were hired, rehired, or acquired on or before July 31, 2020, to continue to vest and accrue additional benefits for each year they are credited with 1,000 hours or more.

Employees that are hired, rehired, acquired, or transfer to an eligible job classification on or after August 1, 2020 are not eligible to participate in the Pension Plan.

Total expense for the defined contribution retirement savings plan was $ 2 million, $ 4 million, and $ 4 million for the years ended December 31, 2024, 2023 and 2022, and net periodic pension expense for the defined benefit pension plan was a benefit of $ 3 million and $ 1 million for the years ended December 31, 2024 and 2023, respectively and a total cost of and $ 0.9 million for the year ended 2022.

We also acquired a noncontributory defined benefit plan as part of our acquisition of Penns Woods during the year.

This plan was frozen prior to the acquisition.

The tables below presented a combined view of our benefit plans unless otherwise stated.

Total expense for the defined contribution retirement savings plan was $ 5 million, $ 2 million, and $ 4 million for the years ended December 31, 2025, 2024 and 2023, and net periodic pension expense for the defined benefit pension plan was a benefit of $ 0.2 million, $ 3 million, and $ 1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

NORTHWEST BANCSHARES, INC.

11 unchanged sentences

Amortization of prior service cost ( 812 ) ( 2,254 ) ( 2,254 )

Amortization of the net loss 71 ( 219 ) 1,525

Amortization of the net (gain)/loss ( 149 ) 71 ( 219 )

Net periodic pension cost, defined benefit pension plans ( 152 ) ( 2,763 ) ( 1,138 )

1 unchanged sentence

Net gain ( 11,542 ) ( 25,118 ) ( 14,066 )

Net actuarial loss due to settlement ( 139 ) — —

Amortization of prior service cost 812 2,254 2,254

7 unchanged sentences

Interest cost 9,039 8,821

Acquisition 15,637 —

Actuarial gain ( 4,095 ) ( 19,318 )

5 unchanged sentences

Employer contributions 566 383

Acquisition 27,268 —

Benefits paid ( 14,780 ) ( 18,207 )

18 unchanged sentences

The expected long-term rate of return on assets is based on the expected return of each of the asset categories, weighted based on the median of the target allocation for each category.

We use the FTSE (previously Citigroup) Pension Liability Index rates matching the duration of our benefit payments as of the measurement date to determine the discount rate.

The accumulated benefit obligation for the funded defined benefit pension plan was $ 160 million, $ 183 million, and $ 182 million at December 31, 2024, 2023 and 2022, respectively.

We used the FTSE Above the Mean AA Discount Curve matching the duration of our benefit payments as of the measurement date, December 31 2025, to determine the discount rate.

The accumulated benefit obligation for the funded defined benefit pension plans was $ 171 million, $ 160 million, and $ 183 million at December 31, 2025, 2024 and 2023, respectively.

The accumulated benefit obligation for all unfunded defined benefit plans was $ 2 million, $ 2 million, and $ 2 million at December 31, 2025, 2024 and 2023, respectively.

3 unchanged sentences

Fair value of plan assets 253,615 219,604

Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2025.

Because of the current funding status, we do not anticipate a funding requirement for either plan during the year ending December 31, 2026.

The investment policy as established by the Plan Administrative Committee, to be followed by the Trustee, is to invest assets based on the target allocations shown in the table below.

3 unchanged sentences

Assets are invested in a balanced portfolio composed primarily of equities, fixed income, and cash or cash equivalent investments.

The Trustee tries to maintain an approximate asset mix po sition of 50 % to 80 % bonds and 20 % to 35 % equities.

The Trustee tries to maintain an approximate asset mix po sition of 50 % to 80 % bonds and 20 % to 35 % equities for the Northwest Bank plan and an approximate asset mix po sition of 0 % to 15 % bonds and 65 % to 85 % equities and 5 % to 40 % other for the Penns Wood plan.

A maximum of 10 % may be invested in any one stock, including the stock of Northwest Bancshares, Inc.

3 unchanged sentences

The average maturity of the bond portfolio shall not exceed ten years .

The following table sets forth the weighted average asset allocation of defined benefit plans:

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

The following table sets forth the weighted average asset allocation of defined benefit plans for Northwest Bank:

Target allocation 2025 2024

3 unchanged sentences

Total 100 % 100 %

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The following table sets forth the weighted average asset allocation of defined benefit plans for Penns Woods Bancorp, Inc.:

Target allocation 2025

Equity securities 65 – 85 %

Debt securities 0 – 15 %

Other 5 – 30 %

All of the assets held by the defined benefit pension plan are measured and recorded at estimated fair value on our balance sheet on a recurring basis as Level 1 assets, as defined by the fair value hierarchy defined in Note 17.

4 unchanged sentences

Money market funds 8,668 2,873

Fixed income 87,604 —

Other 1,518 9,162

5 unchanged sentences

(b) Stock-based Compensation

Stock-based awards are eligible for issuance under the our Incentive Compensation Plans to executives, directors and key employees of the Northwest Bancshares and its subsidiaries.

On May 18, 2022, shareholders approved the Northwest Bancshares, Inc.

Stock-based awards are eligible for issuance under the our equity incentive plans to executives, directors and key employees of the Northwest Bancshares and its subsidiaries.

On May 18, 2022, shareholders approved the Northw est Bancshares, Inc.

2022 Equity Incentive Plan with up to 3,500,000 shares authorized for award.

5 unchanged sentences

The effect on net income for the years ended December 31, 2025, 2024 and 2023 was a reduction of $ 4 million, $ 4 million and $ 3 million, respectively.

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Restricted stock awards, Restricted Stock Units and Performance Share Units (“PSUs ” ) are all issued subject to service restrictions.

PSUs are payable contingent on the achievement of certain predefined performance objectives over a three-year measurement period w ith the actual number of shares issuable ranging between 0 % and 150 % of the number of PSUs granted.

RSAs accumulate dividends that are paid upon vesting.

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

December 31, 2025, 2024 and 2023

During the years ended December 31, 2022, December 31, 2023 and December 31, 2024, we granted the following awards (amounts in this table are not in thousands) :

Year-ended Grant date Award to Shares Grant type Weighted average grant date fair value Total

market value ($) Vesting period (years)

December 31, 2022

5/18/2022 Employees 150,027 RSU $ 11.00 1.7 million 3

5/18/2022 Employees 150,027 PSU 10.26 1.5 million 3

5/18/2022 Directors 41,206 RSA 12.55 517,000 1

Various Employees 13,115 RSU 12.69 166,000 3

December 31, 2023

3/15/2023 Employees 176,623 RSU 11.28 2.0 million 3

3/15/2023 Employees 176,623 PSU 10.54 1.9 million 3

3/15/2023 Directors 33,048 RSA 12.80 423,000 1

3/27/2023 Employees 80,980 RSU 11.20 907,000 2

Various Employees 128,148 RSU 10.30 1.3 million 3

December 31, 2024

3/20/2024 Employees 307,775 RSU 9.79 3.0 million 3

3/20/2024 Employees 324,124 PSU 9.07 2.9 million 3

3/20/2024 Directors 41,560 RSA 11.31 470,000 1

Various Employees 266,106 RSU 10.86 2.9 million 3 to 4

Total shares forfeited from the 2022 plan were 210,214 of which 139,141 shares were forfeited during the year ended December 31, 2024.

At December 31, 2024, there was compensation expense of $ 4.2 million to be recognized for awarded but unvested RSUs and $ 2.4 million to be recognized for awarded but unvested PSUs, with an expense recognition period remaining of 2.5 years.

At December 31, 2024, there was compensation expense of $ 918,215 to be recognized for awarded but unvested RSAs, with an expense recognition period remaining of one year .

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Restricted stock awards, Restricted Stock Units ("RSUs") and Performance Share Units (“PSUs ” ) are all issued subject to service restrictions.

RSAs accumulate dividends that are paid upon vesting.

Beginning in 2025 our RSUs and PSUs accrue a dividend equivalent that is paid upon vesting.

The following table summarizes the status of our restricted stock awards, restricted stock units and performance share units as of December 31, 2025, and the activity for the year ended December 31, 2025 :

Restricted Stock Awards Restricted Stock Units Performance Share Units

Quantity Weighted average grant date fair value per share Quantity Weighted average grant date fair value per share Quantity Weighted average grant date fair value per share

Nonvested at January 1, 2025 158,719 $ 12.75 775,640 $ 10.35 545,977 9.98

Granted 46,355 12.15 435,456 11.30 325,536 11.50

Vested ( 127,922 ) 12.95 ( 270,021 ) 10.42 0 0

Forfeited ( 3,069 ) 12.88 ( 161,451 ) 10.78 ( 126,658 ) 11.80

Nonvested at December 31, 2025 74,083 12.03 779,624 11.26 744,855 10.58

At December 31, 2025, there was compensation expense of $ 5.5 million to be recognized for awarded but unvested RSUs and $ 3.7 million to be recognized for awarded but unvested PSUs, both with a weighted-average expense recognition period remaining of 1.5 years.

At December 31, 2025, there was compensation expense of $ 240,641 to be recognized for awarded but unvested RSAs, with a weighted-average expense recognition period remaining of one year .

1 unchanged sentence

Previously granted options were valued using the Black-Scholes option pricing model.

The following table summarizes the activity in our option plans during the years ended December 31, 2024, December 31, 2023 and December 31, 2022 (amounts in this table are not in thousands):

Years ended December 31,

2024 2023 2022

The following table summarizes the activity in our option plans during the years ended December 31, 2025 (amounts in thousands except for per share and options):

Number Weighted average

exercise price Number Weighted average

exercise price

exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value

Balance at beginning of year 2,605,867 $ 15.28

2 unchanged sentences

Balance at end of year 2,211,594 14.84 2.91 ( 6,288 )

Expected to vest 58,158 11.85 3.29 9

Exercisable at end of year 2,153,436 14.92 2.90 ( 6,279 )

(1) The total intrinsic value of options exercised was $ 390,000 , $ 115,000 and $ 839,000 , respectively.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The aggregate intrinsic value of all options expected to vest and fully vested options at December 31, 2024 is ($ 193,000 ) and ($ 5.3 ) million, respectively.

The following table summarizes the number of options outstanding, number of options exercisable, and weighted average remaining life of all option grants as of December 31, 2024 (amounts in this table are not in thousands):

Exercise price Exercise price Exercise price Exercise price

$ 9.71 $ 12.37 $ 13.68 $ 14.15

Options outstanding:

Number of options 325,075 151,948 470,042 297,819

Weighted average remaining contract life (years) 5.4 0.4 6.4 1.4

Options exercisable:

Number of options 247,401 151,948 394,884 278,402

Weighted average remaining term - vested (years) 4.6 9.6 3.6 8.6

Exercise price Exercise price Exercise price Exercise price

$ 15.57 $ 16.59 $ 17.27 $ 14.25

Options outstanding:

Number of options 419,582 543,519 395,942 2,605,867

Weighted average remaining contract life (years) 2.4 3.4 4.4 3.8

Options exercisable:

Number of options 373,022 543,519 364,202 2,355,318

Weighted average remaining term - vested (years) 7.6 6.6 5.6 2.6

(1) The total intrinsic value of options exercised was $ 154,000 .

(17) Disclosures About Fair Value of Financial Instruments

3 unchanged sentences

Financial assets and liabilities recognized or disclosed at fair value on a recurring basis and certain financial assets and liabilities on a non-recurring basis are accounted for using a three-level hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable.

This hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3).

This hierarchy gives the highest priority to quoted prices with readily available

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3).

When various inputs for measurement fall within different levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used.

9 unchanged sentences

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

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

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

8 unchanged sentences

Securities within Level 2 include corporate bonds, municipal bonds, mortgage-backed securities and U.S.

government obligations.

government and agency debt securities.

Debt Securities — held-to-maturity - The fair value of debt securities held-to-maturity is determined in the same manner as debt securities available-for-sale.

7 unchanged sentences

The estimated fair value of loans held-for-sale is based on market bids obtained from potential buyers.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Due to the restrictions placed on transferability of FHLB stock, it is not practical to determine the fair value.

9 unchanged sentences

The carrying amount of repurchase agreements approximates their fair value.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

Subordinated Debentures

The fair value of our subordinated debentures is calculated using the discounted cash flows at rates observable for other similarly traded liabilities.

The fair value of our subordinated debentures is calculated using the discounted cash flows at rates observable for other similarly traded liabilities with consideration given to early call provisions.

Junior Subordinated Debentures

16 unchanged sentences

The value of risk participation agreements is determined based on the value of the swap after considering the credit quality, probability of default, and loss given default of the borrower.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Off-Balance Sheet Financial Instruments

3 unchanged sentences

At December 31, 2025 and 2024, there was no significant unrealized appreciation or depreciation on these financial instruments.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at December 31, 2025 and 2024:

21 unchanged sentences

Junior subordinated debentures 130,093 120,237 — — 120,237 —

Foreign exchange swaps 4 4 — 4 — —

Interest rate swaps designated as hedging instruments — — — 1,280 — ( 1,280 )

9 unchanged sentences

December 31, 2024

Carrying amount Estimated fair value Level 1 Level 2 Level 3

Carrying amount Estimated fair value Level 1 Level 2 Level 3 Netting adjustments (1)

Financial assets:

7 unchanged sentences

Forward commitments 34 34 — 34 — —

Foreign exchange swaps 199 199 — 199 — —

Interest rate swaps designated as hedging instruments 1,497 1,497 — 1,529 — ( 32 )

14 unchanged sentences

Total financial liabilities $ 12,631,617 12,626,720 9,701,963 153,801 2,805,192 ( 34,236 )

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

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

39 unchanged sentences

The following table represents assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:

Level 1 Level 2 Level 3 Total at

Level 1 Level 2 Level 3 Netting adjustments (1) Total at

Debt securities:

16 unchanged sentences

Forward commitments — 34 — — 34

Foreign exchange swaps — 199 — — —

Interest rate swaps designated as hedging instruments — 1,529 — ( 32 ) 1,497

6 unchanged sentences

Total liabilities $ — 37,819 — ( 2,362 ) 35,425

The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the year ended December 31, 2025 and 2024:

14 unchanged sentences

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

Mortgage servicing rights — — 20 20

Real estate owned, net — — 76 76

4 unchanged sentences

Loans individually assessed $ — — 9,801 9,801

Mortgage servicing rights — — 133 133

Real estate owned, net — — 35 35

2 unchanged sentences

We classify loans individually assessed as nonrecurring Level 3.

Mortgage Servicing Rights — Mortgage servicing rights represent the value of servicing residential mortgage loans, when the mortgage loans have been sold into the secondary market and the associated servicing has been retained.

The value is determined through a discounted cash flow analysis, which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs.

All of these assumptions require a significant degree of management judgment.

Servicing rights and the related mortgage loans are segregated into categories or homogeneous pools based upon common characteristics.

Adjustments are only made when the estimated discounted future cash flows are less than the carrying value, as determined by individual pool.

As such, mortgage servicing rights are classified as nonrecurring Level 3.

Real Estate Owned — Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers.

8 unchanged sentences

Loans individually assessed 38,698 Appraisal value (1) Estimated cost to sell 10 %

Mortgage servicing rights 20 Discounted cash flow Annual service cost $ 88

Prepayment rate 6.5 % to 19.8 % ( 11.3 %)

Expected life (months) 48.9 to 101.3 ( 69.7 )

Option adjusted spread 724 basis points

Forward yield curve 4.65 % to 4.49 %

Real estate owned, net 76 Appraisal value (1) Estimated cost to sell 10 %

1 unchanged sentence

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

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

(18) Regulatory Capital Requirements

5 unchanged sentences

Quantitative measures established by regulation to ensure capital adequacy, require financial institutions to maintain minimum amounts and ratios (set forth in the table below) of Total, CET1 and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined).

As of December 31, 2024 and 2023, we and our banking subsidiary exceeded all capital adequacy requirements to which we were subject and our regulatory capital ratios were above the minimum levels required to be considered “well capitalized” for regulatory purposes.

As of December 31, 2025 and 2024, we and our banking

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

subsidiary exceeded all capital adequacy requirements to which we were subject and our regulatory capital ratios were above the minimum levels required to be considered “well capitalized” for regulatory purposes.

To be considered as “well capitalized,” we and our banking subsidiary must maintain regulatory capital ratios as set forth in the table.

4 unchanged sentences

Under the interim final rule, the estimated impact of CECL on regulatory capital that we will defer and later phase in is calculated as the entire day-one impact at adoption plus 25% of the subsequent change in allowance during the two-year deferral period.

The actual, required, and well capitalized levels as of December 31, 2024 and 2023 were as follows:

The actual, minimum required, and well capitalized levels as of December 31, 2025 and 2024 were as follows:

At December 31, 2025

46 unchanged sentences

Northwest Bank 1,341,230 9.496 % 564,937 4.000 % 706,171 5.000 %

(1) We elected to temporarily delay the estimated impact of current expected credit losses ("CECL") on regulatory capital in accordance with a rule of the Federal Reserve Board and other U.S.

banking agencies for a two-year deferral period, followed by a three-year transition period which began January 1, 2022.

As of December 31, 2024, 75 % of the impact of the CECL deferral was phased, while the impact of the CECL deferral was fully phased in as of June 30, 2025.

(2) The 2024 capital conservation buffer of 2.5 % does not apply to Tier 1 capital to average assets (leverage ratio).

33 unchanged sentences

(3) Consists of unrealized gains, net of tax of $( 3,313 ).

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

(5) Consists of realized gains, net of tax of $ 591 .

(4) Consists of realized securities losses, net of tax of $( 14 ).

(5) Consists of realized pension gains, net of tax of $ 255 .

The following table shows the changes in accumulated other comprehensive loss by component for the year ended December 31, 2024:

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (4) (5) 26,789 — ( 1,553 ) 25,236

Net other comprehensive (loss)/income 13,547 ( 374 ) 8,493 21,666

Net other comprehensive income 20,411 1,533 16,634 38,578

Balance as of December 31, $ ( 130,248 ) 1,159 18,175 ( 110,914 )

(1) Consists of unrealized holding gains, net of tax of $( 3,429 ).

(1) Consists of unrealized holding losses, net of tax of $ 1,193 .

(2) Change in fair value of interest rate swaps, net of tax of $( 448 ).

4 unchanged sentences

Unrealized gains and losses on securities

available-for-sale Change in

available-for-sale Change in fair value of

interest rate

swaps Change in

defined benefit pension plans Total

Balance as of January 1, $ ( 164,206 ) — ( 6,952 ) ( 171,158 )

Other comprehensive (loss)/income before reclassification adjustments (1) (2) ( 151,888 ) 18,884 ( 133,004 )

Other comprehensive income/(loss) before reclassification adjustments (1) (2) (3) 7,875 ( 374 ) 10,019 17,520

Amounts reclassified from accumulated other comprehensive income (4) (5) 5,672 — ( 1,526 ) 4,146

Net other comprehensive (loss)/income ( 151,889 ) 18,360 ( 133,529 )

Net other comprehensive income/(loss) 13,547 ( 374 ) 8,493 21,666

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

(1) Consists of unrealized holding losses, net of tax of $ 45,321 .

(1) Consists of unrealized holding gain, net of tax of $( 3,429 ).

(2) Change in fair value of interest rate swaps, net of tax of $ 110

(3) Consists of unrealized gains, net of tax of $( 3,961 ).

(3) Consists of realized gains, net of tax of $ 0 .

(4) Consists of realized losses, net of tax of $( 1,700 ).

(5) Consists of realized gains, net of tax of $ 607 .

1 unchanged sentence

The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided about the Company’s products and services offered, primarily banking operations.

Our one operating segment, Banking, is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of the various components of the business such as branches and lending, which are then aggregated because operating performance, products/services and customers are similar.

The chief operating decision maker will evaluate the financial performance of the Company’s business components such as by evaluating revenue streams, significant

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

December 31, 2025, 2024 and 2023

expenses and budget to actual results in assessing the Company’s segment and in the determination of allocating resources.

aggregated because operating performance, products/services and customers are similar.

The chief operating decision maker will evaluate the financial performance of the Company’s business components such as by evaluating revenue streams, significant expenses and budget to actual results in assessing the Company’s segment and in the determination of allocating resources.

The information reviewed is on a consolidated basis and discrete financial information is not available.

5 unchanged sentences

All operations are domestic.

Accounting policies for segment are the same as those described in Note 1.

Accounting policies for the segment are the same as those described in Note 1.

Segment performance is evaluated using consolidated net income.

7 unchanged sentences

Trust and other financial services income 32,314 30,102 27,284

Loss on sale of investments ( 39,413 ) ( 8,307 ) ( 8 )

Gain/(loss) on sale of investments 178 ( 39,413 ) ( 8,307 )

Other revenue (1) 31,704 33,364 35,632

33,364 35,632 27,904

Consolidated revenues $ 878,936 756,206 701,745

12 unchanged sentences

(1) Other revenues include loan sales, gain on real estate owned, income from bank owned life insurance and other operating income.

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

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

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, 2024 and 2023

Banking Segment

10 unchanged sentences

Expenditures for segment assets 15,143 4,618 2,275

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024, 2023 and 2022

(23) Parent Company Only Financial Statements - Condensed

39 unchanged sentences

Investing activities:

Net purchase sale of marketable securities — — —

Acquisition, net of cash received ( 3,485 ) — —

Net cash used in investing activities ( 3,485 ) — —

1 unchanged sentence

Cash dividends paid on common stock ( 109,913 ) ( 101,854 ) ( 101,669 )

Repurchase of Northwest stock — — —

Proceeds from stock options exercised 929 2,453 630

13 unchanged sentences

Derivatives Designated as Hedging Instruments

As of December 31, 2024, the Company had entered into seven separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $ 175 million with maturities ranging from three to five years .

As of December 31, 2025, the Company had entered into seven separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $ 175 million with maturities ranging from two to three years .

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

56 unchanged sentences

Non-hedging swap derivatives:

Increase/(decrease) in other income 444 ( 613 ) ( 83 )

(Decrease)/increase in mortgage banking income ( 277 ) ( 34 ) 1,368

(Decrease)/Increase in other income ( 354 ) 444 ( 613 )

Increase/(decrease) in mortgage banking income 515 ( 277 ) ( 34 )

The following table presents information regarding our derivative financial instruments designated as hedging for the year ended December 31, 2025 (dollars in thousands):

34 unchanged sentences

Interest rate swaps - not hedging 25,366 ( 10,251 ) 15,115

(1) Amounts were not meaningful in 2023 .

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Statements of Financial Condition as of December 31, 2024 (dollars in thousands).

Derivative assets Gross amounts of

recognized assets Gross amounts offset in

the consolidated statement

of financial condition Net amounts of

assets presented in the consolidated of condition

Interest rate swaps - hedging $ 1,529 ( 32 ) 1,497

Interest rate swaps - not hedging 37,697 ( 34,204 ) 3,493

Derivative liabilities Gross amounts of

recognized liabilities Gross amounts offset in

the consolidated statement

of financial condition Net amounts of

liabilities presented in

the consolidated of condition

Interest rate swaps - hedging $ 32 ( 32 ) —

Interest rate swaps - not hedging 37,767 ( 2,362 ) 35,405

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

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 8. Financial Statements and Supplementary Data