Northwest Bancshares, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Management, including the principal executive officer and principal financial officer, has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) . Based on such assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective based upon those criteria. KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and has issued a report with respect to the effectiveness of the Company’s internal control over financial reporting. /s/ Louis J. Torchio /s/ Douglas M. Schosser Louis J. Torchio, President and Chief Executive Officer (Principal Executive Officer) Douglas M. Schosser, Chief Financial Officer (Principal Financial Officer) 67 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Northwest Bancshares, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Northwest Bancshares, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Pittsburgh, Pennsylvania February 25, 2026 68 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Northwest Bancshares, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial condition of Northwest Bancshares, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2025 and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for credit losses for loans evaluated on a collective basis As discussed in Notes 1 and 6 to the consolidated financial statements, the Company’s allowance for credit losses for loans held for investment was $150.2 million as of December 31, 2025, a portion of which included the measurement of expected credit losses on a collective (pool) basis for all loans that share similar risk characteristics. The expected credit loss methodologies incorporate probability of default (PD) and loss given default (LGD) to determine a PD and LGD loss assumption which is applied to loan level exposures on an undiscounted basis over the contractual term of the loans, adjusted for prepayments, certain of which use a prepayment model. The Company uses a twenty-four-month reasonable and supportable forecast period, which is based on a probability-weighted multiple macroeconomic forecast approach (macroeconomic forecasts) and reverts to historical average loss rates over a twelve-month period for the remaining life of the loans. The following methodologies were developed for each significant loan portfolio segment: (1) the allowance for credit losses within the residential mortgage and home equity loan portfolios are calculated using a PD, LGD, and prepayment model adjusted for asset specific characteristics at the loan-level using projected default rates, prepayment rates, and severity rates as well as macroeconomic forecasts determined at the pool level; (2) the allowance for credit losses within the vehicle loan portfolio is calculated using a PD, LGD, and prepayment model adjusted for asset specific characteristics at the loan-level using projected default rates and prepayment rates, as well as macroeconomic forecasts determined at 69 Table of Contents 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 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. We identified the assessment of the expected credit losses on a collective basis for all loans, except for consumer loans, (collective ACL), as a critical audit matter. 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 factor methodology. The assessment also included an evaluation of the conceptual soundness and performance of the models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s collective ACL estimate, including controls over the: • development of the collective ACL methodologies • continued use and conceptual soundness of the PD, LGD, and prepayment models • performance monitoring of the models • determination and measurement of the significant assumptions used in the models • determination of the methodology used to develop the qualitative factors • analysis of the collective ACL results, trends, and ratios. We evaluated the Company’s process to develop the collective ACL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s collective ACL methodologies for compliance with U.S. generally accepted accounting principles • evaluating judgments made by the Company relative to the development and performance testing of the model assumptions, inclusive of the metrics used for asset-specific risk characteristics for the mortgage, home equity, and vehicle models, by comparing them to relevant Company-specific metrics and trends and the applicable industry and regulatory practices • assessing the conceptual soundness and performance testing of the model assumptions by inspecting the model documentation to determine whether the models are suitable for their intended use • evaluating the selection and weighting of the macroeconomic forecasts by comparing it to the Company’s business environment and relevant industry practices • evaluating the length of the reasonable and supportable forecast period by comparing it to specific portfolio risk characteristics and trends • evaluating the methodology used to develop the qualitative factors We also assessed the sufficiency of the audit evidence obtained related to the collective ACL by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company’s accounting practices, and potential bias in the accounting estimate. /s/ KPMG LLP We have served as the Company’s auditor since 1963. Pittsburgh, Pennsylvania February 25, 2026 70 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, excluding share data) December 31, 2025 2024 Assets Cash and cash equivalents $ 233,647 288,378 Marketable securities available-for-sale (amortized cost of $ 1,710,978 and $ 1,278,665 , respectively) 1,586,382 1,108,944 Marketable securities held-to-maturity (fair value of $ 605,929 and $ 637,948 , respectively) 683,369 750,586 Total cash and cash equivalents and marketable securities 2,503,398 2,147,908 Loans held-for-sale 22,437 76,331 Loans held for investment 13,007,316 11,180,014 Allowance for credit losses ( 150,212 ) ( 116,819 ) Loans receivable, net 12,857,104 11,063,195 FHLB stock, at cost 36,628 21,006 Accrued interest receivable 56,291 46,356 Real estate owned, net 76 35 Premises and equipment, net 140,381 124,246 Bank-owned life insurance 294,386 253,137 Goodwill 444,330 380,997 Other intangible assets, net 39,667 2,837 Other assets 371,919 292,176 Total assets $ 16,766,617 14,408,224 Liabilities and shareholders’ equity Liabilities: Deposits $ 13,943,017 12,144,554 Borrowed funds 446,283 200,331 Subordinated debt 114,800 114,538 Junior subordinated debentures 130,093 129,834 Advances by borrowers for taxes and insurance 37,309 42,042 Accrued interest payable 6,846 6,935 Other liabilities 197,845 173,134 Total liabilities 14,876,193 12,811,368 Shareholders’ equity: Preferred stock, $ 0.01 par value: 50,000,000 authorized, no shares issued — — Common stock, $ 0.01 par value: 500,000,000 shares authorized, 146,107,964 and 127,508,003 shares issued and outstanding, respectively 1,461 1,275 Additional paid-in capital 1,270,444 1,033,385 Retained earnings 689,210 673,110 Accumulated other comprehensive loss ( 70,691 ) ( 110,914 ) Total shareholders’ equity 1,890,424 1,596,856 Total liabilities and shareholders’ equity $ 16,766,617 14,408,224 See accompanying notes to Consolidated Financial Statements. 71 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, excluding share data) Years ended December 31, 2025 2024 2023 Interest income: Loans receivable $ 681,322 615,776 543,659 Mortgage-backed securities 50,623 39,793 32,886 Taxable investment securities 4,439 3,274 3,258 Tax-free investment securities 2,553 1,975 2,350 FHLB stock dividends 2,037 1,891 2,868 Interest-earning deposits 8,694 6,487 2,901 Total interest income 749,668 669,196 587,922 Interest expense: Deposits 198,978 205,492 105,343 Borrowed funds 25,288 28,126 46,896 Total interest expense 224,266 233,618 152,239 Net interest income 525,402 435,578 435,683 Provision for credit losses - loans 56,849 27,679 18,664 Provision for credit losses - unfunded commitments ( 1,265 ) ( 3,174 ) 4,210 Net interest income after provision for credit losses 469,818 411,073 412,809 Noninterest income: Gain/(loss) on sale of investments 178 ( 39,413 ) ( 8,307 ) Gain on sale of mortgage servicing rights — — 8,305 Gain on sale of SBA loans 2,835 3,819 1,800 Gain on sale of loans — — 726 Service charges and fees 65,072 62,957 59,214 Trust and other financial services income 32,314 30,102 27,284 Gain on real estate owned, net 622 887 2,006 Income from bank-owned life insurance 12,772 6,327 8,588 Mortgage banking income 3,153 2,321 2,431 Other operating income 12,322 20,010 11,776 Total noninterest income 129,268 87,010 113,823 Noninterest expense: Compensation and employee benefits 237,910 214,455 195,691 Premises and occupancy costs 31,399 29,469 29,151 Office operations 13,599 12,433 12,955 Collections expense 2,798 2,121 1,695 Processing expenses 58,489 59,351 58,687 Marketing expenses 8,657 8,890 9,444 Federal deposit insurance premiums 11,523 11,600 9,271 Professional services 13,122 14,883 17,819 Amortization of intangible assets 5,171 2,452 3,270 Merger, asset disposition and restructuring expense 42,787 5,763 6,749 Other expenses 10,841 7,120 6,822 Total noninterest expense 436,296 368,537 351,554 Income before income taxes 162,790 129,546 175,078 Provision for income taxes: Federal 27,840 22,337 31,332 State 8,937 6,931 8,789 Total provision for income taxes 36,777 29,268 40,121 Net income $ 126,013 100,278 134,957 Basic earnings per share $ 0.93 0.79 1.06 Diluted earnings per share $ 0.92 0.79 1.06 See accompanying notes to Consolidated Financial Statements. 72 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Years ended December 31, 2025 2024 2023 Net income $ 126,013 100,278 134,957 Other comprehensive income net of tax: Net unrealized holding gains/(losses) on marketable securities: Unrealized holding gains/(losses), net of tax of $( 11,002 ), $ 1,193 , and $( 3,429 ), respectively 34,075 ( 6,378 ) 7,875 Reclassification adjustment for losses included in net income, net of tax of ($ 14 ), $( 7,706 ), and $( 1,700 ), respectively 47 26,789 5,672 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 ( 2,050 ) 1,533 ( 374 ) Defined benefit plan: Net gain, net of tax $( 3,313 ), $( 6,895 ), $( 3,961 ), respectively 8,825 18,187 10,019 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 40,223 38,578 21,666 Total comprehensive income $ 166,236 138,856 156,623 See accompanying notes to Consolidated Financial Statements. 73 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (in thousands, excluding per share data) Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income/(loss) Total shareholders’ equity Balance at December 31, 2022 $ 1,270 1,019,647 641,727 ( 171,158 ) 1,491,486 Comprehensive income: Net income — — 134,957 — 134,957 Other comprehensive income, net of tax of $( 8,373 ) — — — 21,666 21,666 Total comprehensive income — — 134,957 21,666 156,623 Adoption of ASU No. 2022-02 — — ( 329 ) — ( 329 ) Exercise of stock options 1 629 — — 630 Stock-based compensation expense 1 4,575 — — 4,576 Stock-based compensation forfeited ( 1 ) 1 — — — Dividends paid ($ 0.80 per share) — — ( 101,669 ) — ( 101,669 ) Balance at December 31, 2023 1,271 1,024,852 674,686 ( 149,492 ) 1,551,317 Comprehensive income: Net income — — 100,278 — 100,278 Other comprehensive income, net of tax of $( 13,265 ) — — — 38,578 38,578 Total comprehensive income — — 100,278 38,578 138,856 Exercise of stock options 2 2,453 — — 2,455 Stock-based compensation expense 2 6,080 — — 6,082 Dividends paid ($ 0.80 per share) — — ( 101,854 ) — ( 101,854 ) Balance at December 31, 2024 1,275 1,033,385 673,110 ( 110,914 ) 1,596,856 Comprehensive income: Net income — — 126,013 — 126,013 Other comprehensive income, net of tax of ($ 13,398 ) — — — 40,223 40,223 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 Stock-based compensation expense 3 6,112 — — 6,115 Dividends paid ($ 0.80 per share) — — ( 109,913 ) — ( 109,913 ) Balance at December 31, 2025 $ 1,461 1,270,444 689,210 ( 70,691 ) 1,890,424 See accompanying notes to Consolidated Financial Statements. 74 NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years ended December 31, 2025 2024 2023 Operating activities: Net income $ 126,013 100,278 134,957 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 55,584 24,505 22,874 (Gain)/loss on sale of investments ( 178 ) 39,413 8,307 Net (gain)/loss on sale of assets ( 132 ) ( 11,871 ) 2,117 Mortgage banking activity ( 3,606 ) ( 3,210 ) ( 895 ) Gain on sale of SBA loans ( 2,835 ) ( 3,614 ) ( 1,754 ) Gain on sale of mortgage servicing rights — — ( 8,305 ) Gain on sale of loans — — ( 726 ) Net depreciation, amortization and accretion 136 21,340 24,497 Increase in other assets ( 29,776 ) ( 2,185 ) ( 117,813 ) Increase in other liabilities 11,168 8,187 21,771 Net amortization on marketable securities ( 511 ) 676 3,090 Noncash compensation expense related to stock benefit plans 6,115 6,081 4,576 Noncash write-down of real estate owned 325 6,697 100 Deferred income tax (benefit)/expense ( 6,425 ) 2,803 ( 4,920 ) Origination of loans held-for-sale ( 195,843 ) ( 268,179 ) ( 198,637 ) Proceeds from sale of loans held-for-sale 193,380 206,746 203,651 Net cash provided by operating activities 153,415 127,667 92,890 Investing activities: Purchase of marketable securities available-for-sale ( 495,733 ) ( 437,503 ) ( 23,502 ) Proceeds from maturities and principal reductions of marketable securities held-to-maturity 66,471 63,470 65,588 Proceeds from maturities and principal reductions of marketable securities available-for-sale 146,125 83,950 103,424 Proceeds from sale of marketable securities available-for-sale 79,459 275,585 101,229 Proceeds from bank-owned life insurance 776 874 13,307 Proceeds from sale of mortgage servicing rights — — 13,118 Loan originations ( 4,361,333 ) ( 3,015,448 ) ( 3,963,743 ) Proceeds from loan maturities and principal reductions 4,402,932 3,196,190 3,446,731 Net redemptions of FHLB stock 13,786 9,140 9,997 Proceeds from sale of real estate owned 896 1,024 2,735 Purchases of premises and equipment, net ( 11,630 ) ( 2,308 ) ( 8,564 ) Acquisitions, net of cash received 30,899 — — Net cash (used in)/provided by investing activities ( 127,352 ) 174,974 ( 239,680 ) 75 NORTHWEST BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years ended December 31, 2025 2024 2023 Financing activities: Net increase in deposits $ 180,851 164,651 515,354 Repayments of long-term borrowings ( 35,383 ) — — 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 ) Proceeds from stock options exercised 930 2,455 630 Net cash (used in)/provided by financing activities ( 80,794 ) ( 136,523 ) 129,685 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 Net increase/(decrease) in cash and cash equivalents ( 54,731 ) 166,118 ( 17,105 ) Cash and cash equivalents at end of period $ 233,647 288,378 122,260 Cash paid during the period for: Interest on deposits and borrowings (including interest credited to deposit accounts of $ 200,661 , $ 170,754 , and $ 86,316 , respectively) $ 224,355 240,352 141,801 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: Loan foreclosures and repossessions $ 4,177 4,027 4,055 Sale of real estate owned financed by the Company — — 70 See accompanying notes to Consolidated Financial Statements. 76 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 (1) Summary of Significant Accounting Policies (a) Nature of Operations Northwest Bancshares, Inc., a Maryland corporation headquartered in Columbus, Ohio, is the b ank holding company for its wholly owned subsidiary, Northwest Bank. 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 repo rtable business segment. (b) Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all intercompany accounts and transactions. (c) Cash and Cash Equivalents For purposes of the statements of financial condition and cash flows, cash and cash equivalents include cash and amounts due from banks, interest-bearing deposits in other financial institutions, federal funds sold, and other short-term investments with original maturities of three months or less. (d) Marketable Securities We classify marketable securities at the time of purchase as held-to-maturity, available-for-sale, or trading. Securities for which management has the intent and ability to hold until maturity are classified as held-to-maturity and are carried at cost, adjusted for amortization of premiums and accretion of discounts on a level yield basis (amortized cost). If it is management’s intent at the time of purchase to hold securities for an indefinite period of time and/or to use such securities as part of its asset/liability management strategy, the securities are classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income/(loss), a separate component of shareholders’ equity, net of tax. Securities classified as available-for-sale include securities that may be sold in response to changes in interest rates, resultant prepayment risk, or other market factors. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading and are reported at fair value, with changes in fair value included in earnings. The cost of securities sold is determined on a specific identification basis. We held no securities classified as trading at or during the years ended December 31, 2025 and 2024. Fair values are determined as described in Note 17. Throughout the year we validate the prices received from third parties by comparing them to prices provided by a different independent pricing service. We have reviewed the detailed valuation methodologies provided to us by our pricing services. 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 $ 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. government entities and agencies. For available-for-sale debt securities in an unrealized loss position, on at least a quarterly basis, we review our investments for impairment. An investment security is deemed impaired if the fair value of the investment is less than its amortized cost. We consider both our intent to sell and the likelihood that we will not have to sell the investment securities before recovery of their amortized cost basis during our evaluation. If we intend to sell the investment security or if it is more likely than not that we will be required to sell the investment security, the entire impairment is recorded in earnings. For available-for-sale debt securities that do not meet this criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment we consider the issuer of the securities and their creditworthiness, any changes to the rating of the security and any adverse conditions specifically related to the security, among other factors. Also, we may evaluate the business and financial outlook of the issuer, as well as broader economic performance indicators. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. 77 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. 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 $ 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. The receivable for interest income that is accrued but not collected is reversed against interest income when the debt security is placed on nonaccrual status. No debt securities were on nonaccrual status as of December 31, 2025 and December 31, 2024. (e) Loans Receivable Our portfolio segments are based on the class of financing receivable. Additionally, the class of financing receivables are based on several factors including the method for monitoring and assessing credit risk and the risk characteristics of the financing receivables. Based on evaluation of the nature of our financing receivables, along with the nature and extent of exposure to credit risk arising from these receivables, our portfolio segments were determined to be Personal Banking and Commercial Banking loans. • Personal Banking loans consist of the following classes of financing receivables: ◦ Residential mortgage loans - fixed and adjustable-rate mortgage loans ◦ Home equity loans - first and second mortgage loans and home equity lines of credit ◦ 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 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 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. Accrued interest receivable is excluded from the amortized cost basis of loans and from the estimate of allowance for credit losses. Interest income on loans is credited to income as earned. 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 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. Interest receipts on all nonaccrual loans are recognized as interest income when it has been determined that all principal and interest will be collected or are applied to principal when collectability of contractual principal is in doubt. Nonaccrual loans generally are restored to an accrual basis when principal and interest become current and a period of performance has been established in accordance with the contractual terms, typically six months . Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other-than-insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. Loan delinquency is measured based on the number of days since the payment due date. Past due status is measured using the loan’s contractual maturity date. 78 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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. Loan fees and certain direct loan origination costs are deferred and the net deferred fee or cost is then recognized using the level-yield method over the contractual life of the loan as an adjustment to interest income. We identify certain residential mortgage loans, small business administration guaranteed loans and commercial loans which will be sold prior to maturity, as loans held-for-sale. These loans are recorded at fair value less estimated cost to sell. At December 31, 2025, and 2024, there were $ 22 million and $ 76 million of loans classified as held-for-sale, respectively. Acquired loans that are not considered purchased with credit deterioration (“PCD”) are initially measured at fair value with no carryover of the related allowance for credit losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Acquired loans may be classified as PCD loans upon acquisition if they have experienced more than insignificant credit deterioration since origination. An allowance for credit losses on day 1 is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The allowance is recognized on day 1 by adding it to the fair value of the loan, which is the “Day 1 amortized cost”. There is no credit loss expense recognized on PCD loans because the initial allowance is established by grossing up the amortized cost of the PCD loan. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision expense. (f) Allowance for Credit Losses and Provision for Credit Losses The allowance for credit losses is deducted from, or added to, the loan’s amortized cost basis to present the net amount expected to be collected on our lending portfolios. We estimate the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Loans are charged off against the allowance when we believe that a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Expected credit losses are estimated over the contractual term of the loans, adjusted for prepayments. The contractual term includes extension or renewal option included in the contract that are outside of our control and is not unconditionally cancellable by the Company. Credit card receivables do not have stated maturities. In determining the estimated life of a credit card receivable, we first estimate the future cash flows expected to be received and then apply those expected future cash flows to the credit card balance. The allowance for credit losses is measured on a collective (“pool”) basis when similar risk characteristics exist. For the purpose of calculating portfolio-level reserves, we have grouped our loans into seven segments: residential mortgage loans, home equity loans, vehicle loans, consumer loans, commercial real estate loans, commercial real estate owner-occupied and commercial loans. The allowance for credit losses is measured at the pool level utilizing loan-level inputs wherever possible. We use a twenty-four month forecasting period and revert to historical average loss rates thereafter. The reasonable and supportable forecast is based on a probability-weighted multiple macroeconomic forecast approach and obtained from a third-party vendor. Reversion to the mean takes place over a twelve-month period. Our loss rate models utilize a linear reversion method. For our probability of default (“PD”)/loss given default (“LGD”) models we revert the PD utilizing exponential reversion, which is an accelerated method, and the LGD utilizing a linear reversion method. Historical average loss rates are calculated using historica l data beginning in 2009 through the current period. As part of the analysis as of December 31, 2025, we considered the most recent macroeconomic forecasts available. Mortgage and Home Equity Loans 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. 79 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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. They also utilize macroeconomic forecasts of home price indices, unemployment rates, gross domestic product, and others. Vehicle Loans 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. Monthly probabilities of default and prepayments are estimated for each loan, along with estimates of exposure at default and loss given default. The model accepts as inputs key risk drivers such as loan, borrower, and collateral characteristics. It also uses macroeconomic forecasts of used car price indices, gross domestic product, unemployment rates and others. Consumer Loans The allowance for credit losses within the consumer loan portfolio is calculated at the portfolio-level using a non-discounted cash flow method through a suite of loss rate models developed internally with the assistance of an external third-party. This class of financing receivables is further divided into credit cards, unsecured lines of credit and other consumer loans. The allowance for credit losses for credit cards and unsecured lines of credit is calculated using two transition matrix models to project portfolio-level net charge-off rates. Both models use current balance and delinquency status as key risk drivers. These models are not natively sensitive to macroeconomic forecasts. The necessary adjustments to account for current and expected macroeconomic conditions is captured via our qualitative adjustment framework. For other consumer loans, a regression model is used to project portfolio-level net charge-off rates. This model uses borrower information and macroeconomic forecasts as key inputs. Commercial Real Estate Loans The commercial real estate loan class is further segmented into smaller pools of loans with similar risk characteristics, commercial real estate loans and small business commercial real estate loans. The allowance for credit losses for the commercial real estate loan portfolio is calculated at the pool level using a non-discounted cash flow method through a PD/LGD model developed by an external third-party. 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. 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 segments. Each model was built with a logistic regression model except for the U.S. Small Business Administration (SBA) and Agriculture sub-portfolios. For SBA, a portfolio-level fractional logit model was developed; 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. The models ’ overall key inputs are borrower and collateral characteristics and macroeconomic forecasts including real GDP, unemployment, home price appreciation, and real disposable personal income. Commercial Loans and Commercial Real Estate - Owner Occupied Loans The commercial loan class is further segmented into smaller pools of loans with similar risk characteristics, commercial loans and commercial small business loans, including equipment finance loans. The allowance for credit losses for the commercial loan portfolio and the commercial real estate - owner occupied loan portfolio is calculated at the pool level using a non-discounted cash flow method through a PD/LGD model developed by an external third-party. The commercial loan portfolio and the commercial real estate owner occupied loan portfolio models project default and severity rates. The model accepts as inputs key risk drivers such as the obligor financial statement information, collateral type, the obligor’s primary 80 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 industry, expected prepayment rates, among other characteristics. It also utilizes macroeconomic forecasts of unemployment rates, gross domestic product, corporate bond spreads, and others. 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 segments. Each model was built with a logistic regression model except for the U.S. Small Business Administration (SBA) and Agriculture sub-portfolios. For SBA, a portfolio-level fractional logit model was developed; 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. The models ’ overall key inputs are borrower and collateral characteristics and macroeconomic forecasts including real GDP, unemployment, home price appreciation, and real disposable personal income. Loans that do not share risk characteristics are evaluated on an individual basis. 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 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. The allowance calculation is also supplemented with qualitative reserves that takes into consideration the current portfolio and specific risk characteristics, such as changes in underwriting standards, portfolio mix, delinquency level, or term, as well as changes in environmental conditions, among other factors, that have occurred but are not yet reflected in the quantitative model component. The modifications to borrowers experiencing financial distress are included in their respective portfolio segment and the current loan balance and updated loan terms are run through their respective allowance models to arrive at the quantitative portion of the allowance for credit losses. Subsequent performance of the loans will be measured by delinquency status and will be captured through our models or our qualitative factor assessment, as deemed appropriate. 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 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. For off-balance-sheet credit exposures, we estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable. The liability for credit losses on off-balance-sheet credit exposures is adjusted through a provision for credit loss - unfunded commitments expense on the Consolidated Statements of Income. We estimate the liability balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. The estimate includes a consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Off-balance-sheet exposures that are not unconditionally cancellable have been identified for the mortgage, home equity, commercial real estate, and commercial loan portfolios. (g) Real Estate Owned Real estate owned is comprised of property either acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at the lower of the loan balance or fair value of the collateral, less estimated disposition costs, with the fair value being determined by an appraisal. Any initial write-down is charged to the allowance for credit losses. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or the current fair value, less estimated disposition costs. Any subsequent write-down or gains or losses realized from the disposition of such property are credited or charged to noninterest income. (h) Restricted Investment in FHLB Stock Federal law requires a member institution of the FHLB system to hold stock of its district FHLB according to a predetermined formula. FHLB stock is carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. FHLB stock can only be purchased, redeemed and transferred at par value. Dividends are reported in interest income in the Consolidated Statements of Income. 81 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 (i) Premises and Equipment Premises and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation is accumulated on a straight-line basis over the estimated useful lives of the related assets. Estimated lives range from three to 39 years . Amortization of leasehold improvements is accumulated on a straight-line basis over the terms of the related leases or the useful lives of the related assets, whichever is shorter. (j) Goodwill Goodwill is generated from the premium paid for an acquisition and is allocated to reporting units, which are either our reportable segments or one level below. Reporting units are identified based upon analyzing each individual operating segment. A reporting unit is defined as a distinct, separately identifiable component of an operating segment for which complete, discrete financial information is available that management regularly reviews. Goodwill is not subject to amortization but is tested for impairment at least annually and possibly more frequently if certain events occur or changes in circumstances arise. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, after assessing all events and circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then performing the two-step impairment test would be unnecessary. However, if we conclude otherwise, it would then be required to perform the first step of the goodwill impairment test and continue to the second step, if necessary. Step 1 requires the fair value of each reporting unit be compared to its carrying amount, including goodwill. Determining the fair value of a reporting unit requires a high degree of subjective judgment, including developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions and selecting an appropriate control premium. We have established June 30 of each year as the date for conducting our annual goodwill impairment assessment. Quarterly, we evaluate if there are any triggering events that would require an update to our previous assessment. We conducted our annual impairment assessment as o f June 30, 2025 b y first performing a qualitative assessment of goodwill to determine if it was more likely than not that the fair value was less than the carrying value. In performing a qualitative analysis, factors considered include, but are not limited to, macroeconomic conditions, industry and market conditions and overall financial performance. The results of the qualitative assessme nt for 2025 i ndicated that it was not more likely than not that the fair value of the reporting unit was less than the carrying value. Consequently, no additional quantitative impairment test was required and no impairment was recorded in 2025. Future events could cause us to conclude that goodwill has become impaired, which would result in recording an impairment loss. There were no events or changes in circumstance in our operations that would cause us to update the assessment performed as of June 30, 2025 and 2024. Accordingly, we have determined that goodwill is not impaired as of December 31, 2025 and 2024. (k) Core Deposit and Other Identifiable Intangibles Through the assistance of an independent third party, we analyze and prepare a core deposit study for all bank acquisitions or other identifiable intangible asset study, such as customer lists, for all non-bank acquisitions. The core deposit study reflects the cumulative present value benefit of acquiring deposits versus an alternative source of funding. The other identifiable intangible asset study reflects the cumulative present value benefit of acquiring the income stream from an existing customer base versus developing new business relationships. 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 between seven to eleven years . (l) Bank-Owned Life Insurance We own insurance on the lives of a certain group of current and former employees and directors. The policies were purchased to help offset the increase in the costs of various benefit plans, including healthcare, as well as the directors deferred compensation plan. The cash surrender value of these policies is included as an asset on the Consolidated Statements of Financial Condition and any increases in the cash surrender value are recorded as tax-free noninterest income on the Consolidated Statements of Income. In the event of the death of an insured individual covered by these policies, after distribution to the insured’s beneficiaries, if any, we receive a tax-free death benefit, which is recorded as noninterest income. 82 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 (m) Deposits Interest on deposits is accrued and charged to expense monthly and is paid or credited in accordance with the terms of the accounts. (n) Revenue Recognition Revenue that is not associated with our financial assets and financial liabilities is recognized when performance obligations under the terms of a contract with our customers are satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The majority of our revenue continues to be recognized at the point in time when the services are provided to our customers. (o) Pension Plans We maintain multiple noncontributory defined benefit pension plans (“Pension Plan”) for certain of our employees. The net periodic pension cost has been calculated using service cost, interest cost, expected returns on plan assets and net amortization. The other components of the net periodic benefit cost are included in other expense on the Consolidated Statement of Income and are reported separately from the service costs. Pension expense and obligations depend on assumptions used in calculating such amounts. These assumptions include discount rates, anticipated salary increases, interest costs, expected return on plan assets, mortality rates, and other factors. 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. (p) Income Taxes We join with our wholly owned subsidiaries in filing a consolidated federal income tax return. In accordance with an intercompany tax allocation agreement, the applicable federal income tax expense or benefit is allocated to each subsidiary based upon taxable income or loss calculated on a separate company basis. Each subsidiary is responsible for payment of its own federal income tax liability or receives reimbursement of federal income tax benefit. In addition, deferred taxes are calculated and maintained on a separate company basis. We account for income taxes under the asset and liability method. The objective of the asset and liability method is to establish deferred tax assets and liabilities for temporary differences between the financial reporting and tax basis of our assets and liabilities based on the tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities with regard to a change in tax rates is recognized in the tax provision in the period the change is enacted. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. (q) Stock-Based Compensation Stock-based compensation expense is recognized based on the grant-date fair value of stock-based awards that are expected to vest over the requisite service period. All awards, both those with cliff vesting and graded vesting, are expensed on a straight-line basis over the requisite service period. 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, 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-based awards, see Note 16. (r) Derivative Financial Instruments We recognize all derivative financial instruments as either assets or liabilities in the balance sheet and measure those instruments at fair value. 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 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. Those methods must be consistent with our approach to managing risk. 83 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 At times, we utilize interest rate swap agreements as part of the management of interest rate risk to hedge the interest rate risk on floating rate borrowings. Amounts receivable or payable are recognized as accrued under the terms of the agreements and the differential is recorded as an adjustment to interest expense. The interest rate swaps are designated as cash flo w hedges, with the derivative’s unrealized gain or loss recorded as a component of other comprehensive income which is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. A hedging relationship that is determined to not be highly effective no longer qualifies for hedge accounting and must be de-designated. Any gain or loss is recognized immediately in earnings. We act as an interest rate or foreign exchange swap counterparty for certain commercial borrowers in the normal course of servicing our customers, which are accounted for at fair value. We manage our exposure to such interest rate or foreign exchange swaps by entering into corresponding and offsetting interest rate swaps with third parties that mirror the terms of the swaps we have with the commercial borrowers. These positions (referred to as “customer swaps”) directly offset each other and our exposure is the fair value of the derivatives due to changes in credit risk of our commercial borrowers and third parties. Customer swaps are recorded within other assets or other liabilities on the consolidated statement of financial condition at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the Consolidated Statement of Income. We offset the fair value amounts recognized for derivative instruments and the fair value for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement. (s) Off-Balance-Sheet Instruments In the normal course of business, we extend credit in the form of loan commitments, undisbursed lines of credit, and standby letters of credit. These off-balance-sheet instruments involve, to various degrees, elements of credit and interest rate risk not reported in the Consolidated Statements of Financial Condition. We utilize the same underwriting standards for these instruments as other extensions of credit. (t) Leases At inception, the Company determines if an arrangement contains a lease and whether that lease meets the classification of a finance or operating lease. Operating lease right of use (“ROU ” ) assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments. ROU assets are further adjusted for lease incentives and initial direct costs. The Company has operating leases for certain branch and office facilities or land with lease terms up to 35 years. These leases generally contain renewal options for periods ranging from one to ten years . These options are included in the lease term when it is reasonably certain that the options will be exercised. Some of the Company’s lease arrangements contain lease components (e.g., minimum rent payments) and non-lease components (e.g., common area maintenance, taxes, etc.). For all leases, the Company elected the option of not separating lease and non-lease components and instead we account for them as a single lease component. Certain lease agreements include rental payments that are adjusted periodically for an index or rate. The leases are initially measured using the projected adjustment for the index or rate in effect at the commencement date. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Generally, the Company cannot practically determine the interest rate implicit in the lease. Therefore, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. (u) Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of 84 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. The estimate and assumptions that we deem important to our financial statements relate to the allowance for credit losses. This estim ate and assumptions are based on management’s best estimates and judgment and we evaluate them using historical experience and other factors, including the current economic environment. We adjust our estimates and assumptions when facts and circumstances dictate. As future events cannot be determined, actual results could differ significantly from our estimates. (v) Reclassification of Prior Years’ Statements Certain items previously reported have been reclassified to conform with the current year’s reporting format. These reclassifications had no effect on the reported results of operations. (2) Recently Adopted Accounting Standards 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). 85 Table of Contents 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 PCD loans 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 86 Table of Contents 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. (4) Leases 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. The components of lease cost recognized within our Consolidated Statements of Income were as follows: For the years ended December 31, 2025 2024 2023 Operating lease costs (office operations) $ 7,360 6,902 6,529 Variable lease costs (office operations) 1,184 716 863 Total operating lease costs $ 8,544 7,618 7,392 Amounts reported in the Consolidated Statements of Financial Condition were as follows: For the years ended December 31, 2025 2024 Operating leases: Operating lease ROU assets (other assets) $ 44,909 46,204 Operating lease liabilities (other liabilities) 50,451 49,973 87 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Other information related to leases were as follows: For the years ended December 31, 2025 2024 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 6,575 6,182 ROU assets obtained in exchange for lease obligations 4,534 1,002 Weighted average remaining lease term 11.6 years 12.9 years Weighted average discount rate 4.6 % 4.6 % Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments. Maturities of lease liabilities by fiscal year for our operating leases are as follows: As of December 31, 2025 2026 $ 6,410 2027 6,197 2028 6,081 2029 5,302 2030 4,815 Thereafter 38,409 Total lease payments 67,214 Less amount of lease payments representing interest 16,763 Total present value of lease payments $ 50,451 Rental expense for the years ended December 31, 2025, 2024 and 2023 was $ 9 million , $ 8 million and $ 7 million, respectively. 88 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 (5) Marketable Securities Marketable securities available-for-sale at December 31, 2025 are as follows: Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by the U.S. 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 Debt issued by government-sponsored enterprises: 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 Due after five years through ten years 25,111 393 ( 1,253 ) 24,251 Due after ten years 52,342 342 ( 6,473 ) 46,211 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: Fixed rate pass-through 407,377 4,008 ( 10,685 ) 400,700 Variable rate pass-through 3,015 66 ( 2 ) 3,079 Fixed rate agency CMOs 1,063,820 3,170 ( 108,309 ) 958,681 Variable rate agency CMOs 45,635 105 ( 79 ) 45,661 Total residential mortgage-backed securities 1,519,847 7,349 ( 119,075 ) 1,408,121 Total marketable securities available-for-sale $ 1,710,978 9,703 ( 134,299 ) 1,586,382 Marketable securities held-to-maturity at December 31, 2025 are as follows: Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by government-sponsored enterprises: 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: Fixed rate pass-through 118,614 1 ( 12,362 ) 106,253 Variable rate pass-through 310 3 — 313 Fixed rate agency CMOs 439,452 — ( 56,766 ) 382,686 Variable rate agency CMOs 528 — ( 2 ) 526 Total residential mortgage-backed securities 558,904 4 ( 69,130 ) 489,778 Total marketable securities held-to-maturity $ 683,369 4 ( 77,444 ) 605,929 89 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Marketable securities available-for-sale at December 31, 2024 are as follows: Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by the U.S. government and agencies: Due after ten years $ 45,289 — ( 9,898 ) 35,391 Debt issued by government-sponsored enterprises: Due after one year through five years 122 — ( 4 ) 118 Municipal securities: Due after one year through five years 888 10 ( 2 ) 896 Due after five years through ten years 16,662 4 ( 1,756 ) 14,910 Due after ten years 51,257 4 ( 8,440 ) 42,821 Corporate debt issues: 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: Fixed rate pass-through 237,892 106 ( 17,581 ) 220,417 Variable rate pass-through 3,738 54 ( 3 ) 3,789 Fixed rate agency CMOs 852,648 174 ( 132,989 ) 719,833 Variable rate agency CMOs 44,740 30 ( 102 ) 44,668 Total residential mortgage-backed securities 1,139,018 364 ( 150,675 ) 988,707 Total marketable securities available-for-sale $ 1,278,665 1,197 ( 170,918 ) 1,108,944 Marketable securities held-to-maturity at December 31, 2024 are as follows: Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by the U.S. government and agencies: Due after one year through five years $ 124,462 — ( 14,464 ) 109,998 Residential mortgage-backed securities: Fixed rate pass-through 132,816 — ( 20,181 ) 112,635 Variable rate pass-through 364 1 — 365 Fixed rate agency CMOs 492,415 — ( 77,989 ) 414,426 Variable rate agency CMOs 529 — ( 5 ) 524 Total residential mortgage-backed securities 626,124 1 ( 98,175 ) 527,950 Total marketable securities held-to-maturity $ 750,586 1 ( 112,639 ) 637,948 The following table shows the contractual maturity of our residential mortgage-backed securities available-for-sale at December 31, 2025: Amortized cost Fair value Residential mortgage-backed securities: Due within one year $ 170 171 Due after one year through five years 15,030 14,403 Due after five years through ten years 15,929 16,250 Due after ten years 1,488,718 1,377,297 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: 90 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Amortized cost Fair value Residential mortgage-backed securities: Due after one year through five years 36,754 33,307 Due after five years through ten years 16,589 14,936 Due after ten years 505,561 441,535 Total residential mortgage-backed securities $ 558,904 489,778 The following table presents information regarding the issuers and the carrying values of our residential mortgage-backed securities at December 31, 2025 and 2024: December 31, 2025 2024 Residential mortgage-backed securities: FNMA $ 490,200 443,354 GNMA 858,333 668,668 FHLMC 618,489 502,805 Other (including non-agency) 3 4 Total residential mortgage-backed securities $ 1,967,025 1,614,831 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 years ended December 31, 2025, 2024, and 2023, we did no t recognize an allowance for credit losses in our investment portfolio. The following table shows the fair value and gross unrealized losses on available for sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31, 2025: Less than 12 months 12 months or more Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss U.S. government-sponsored enterprises $ 1,055 ( 13 ) 150,484 ( 15,706 ) 151,539 ( 15,719 ) Corporate debt issues 4,914 ( 86 ) — — 4,914 ( 86 ) Municipal securities 5,627 ( 14 ) 41,333 ( 7,719 ) 46,960 ( 7,733 ) Residential mortgage-backed securities - agency 109,300 ( 170 ) 1,105,007 ( 188,035 ) 1,214,307 ( 188,205 ) Total temporarily impaired securities $ 120,896 ( 283 ) 1,296,824 ( 211,460 ) 1,417,720 ( 211,743 ) The following table shows the fair value and gross unrealized losses on available for sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at December 31, 2024: Less than 12 months 12 months or more Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss U.S. government-sponsored enterprises $ — — 145,507 ( 24,366 ) 145,507 ( 24,366 ) Corporate debt issues — — 8,335 ( 143 ) 8,335 ( 143 ) Municipal securities 15,407 ( 186 ) 39,296 ( 10,012 ) 54,703 ( 10,198 ) Residential mortgage-backed securities - agency 297,828 ( 3,578 ) 1,117,280 ( 245,272 ) 1,415,108 ( 248,850 ) Total temporarily impaired securities $ 313,235 ( 3,764 ) 1,310,418 ( 279,793 ) 1,623,653 ( 283,557 ) The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of December 31, 2025, which were comprised of 233 individual securities, represents a credit loss impairment. All of these securities were issued by U.S. government agencies, U.S. government-sponsored enterprises, local municipalities, or represent corporate debt. The securities 91 Table of Contents 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. government-sponsored enterprises are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The corporate debt issues and securities issued by local municipalities were all highly rated by major rating agencies and have no history of credit losses. The unrealized losses were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities. The Company does not have the intent to sell these investment securities and it is likely that we will not be required to sell these securities before their anticipated recovery, which may be at maturity. All of the Company ’ s held-to-maturity debt securities are issued by U.S. government-sponsored agencies or U.S. government-sponsored enterprises. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The decline in fair value of the held-to-maturity debt securities were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities, therefore, the Company did not record an allowance for credit losses for these securities as of December 31, 2025. The following table presents the credit quality for our held-to-maturity securities, based on the latest information available as of December 31, 2025 (in thousands). The credit ratings are sourced from nationally recognized rating agencies, which include Moody ’ s and S&P, they are presented based on asset type. All of our held-to-maturity securities were current in their payment of principal and interest as of December 31, 2025. AA+ Total Held-to-maturity securities: Debt issued by the U.S. government-sponsored agencies $ 124,465 124,465 Residential mortgage-backed securities 558,904 558,904 Total marketable securities held-to-maturity $ 683,369 683,369 (6) Loans Receivable The following tables excludes loans held for sale. The following table shows a summary of our loans receivable at amortized cost basis at December 31, 2025 and December 31, 2024 (in thousands): December 31, 2025 December 31, 2024 Personal Banking: Residential mortgage loans 3,100,780 3,178,269 Home equity loans 1,507,532 1,149,396 Vehicle loans 2,426,636 1,870,843 Consumer loans 137,254 124,242 Total Personal Banking 7,172,202 6,322,750 Commercial Banking: Commercial real estate loans 2,915,696 2,495,726 Commercial real estate loans - owner occupied 381,206 354,136 Commercial loans 2,538,212 2,007,402 Total Commercial Banking 5,835,114 4,857,264 Total loans receivable, gross 13,007,316 11,180,014 Allowance for credit losses ( 150,212 ) ( 116,819 ) Total loans receivable, net (1) 12,857,104 11,063,195 (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. As of December 31, 2025 and 2024, we serviced loans for others approximating $ 239 million and $ 244 million, respectively. These loans serviced for others are not our assets and are not included in our financial statements. As of December 31, 2025 and 2024, approximately 39 % and 36 % of our loan portfolio was secured by properties located in Pennsylvania. We do not believe we have significant concentrations of credit risk to any one group of borrowers given our underwriting and collateral requirements. 92 Table of Contents 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, 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 Personal Banking: Residential mortgage loans $ 10,546 ( 3,570 ) ( 1,226 ) 724 271 14,347 Home equity loans 6,149 1,053 ( 1,580 ) 840 991 4,845 Vehicle loans 25,945 9,341 ( 8,828 ) 2,158 885 22,389 Consumer loans 4,817 7,736 ( 6,441 ) 1,638 1 1,883 Total Personal Banking 47,457 14,560 ( 18,075 ) 5,360 2,148 43,464 Commercial Banking: Commercial real estate loans 58,234 21,154 ( 14,150 ) 3,414 3,488 44,328 Commercial real estate loans - owner occupied 4,679 1,049 ( 336 ) 84 — 3,882 Commercial loans 39,842 20,086 ( 7,095 ) 1,313 393 25,145 Total Commercial Banking 102,755 42,289 ( 21,581 ) 4,811 3,881 73,355 Total $ 150,212 56,849 ( 39,656 ) 10,171 6,029 116,819 Allowance for Credit Losses - off-balance-sheet exposure Personal Banking: Home equity loans 91 29 — — — 62 Total Personal Banking 91 29 — — — 62 Commercial Banking: Commercial real estate loans 1,926 ( 2,228 ) — — — 4,154 Commercial real estate loans - owner occupied 165 5 — — — 160 Commercial loans 10,502 929 — — — 9,573 Total Commercial Banking 12,593 ( 1,294 ) — — — 13,887 Total off-balance-sheet exposure $ 12,684 ( 1,265 ) — — — 13,949 (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. 93 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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, 2024 (in thousands): Balance as of December 31, 2024 Current period provision Charge-offs Recoveries Balance as of December 31, 2023 Allowance for Credit Losses Personal Banking: Residential mortgage loans $ 14,347 ( 4,473 ) ( 845 ) 1,472 18,193 Home equity loans 4,845 51 ( 1,736 ) 1,127 5,403 Vehicle loans 22,389 2,509 ( 8,809 ) 1,778 26,911 Consumer loans 1,883 5,022 ( 5,929 ) 1,591 1,199 Total Personal Banking 43,464 3,109 ( 17,319 ) 5,968 51,706 Commercial Banking: Commercial real estate loans 44,328 4,902 ( 15,321 ) 3,480 51,267 Commercial real estate loans - owner occupied 3,882 69 — 38 3,775 Commercial loans 25,145 19,599 ( 14,462 ) 1,513 18,495 Total Commercial Banking 73,355 24,570 ( 29,783 ) 5,031 73,537 Total $ 116,819 27,679 ( 47,102 ) 10,999 125,243 Allowance for Credit Losses - off-balance-sheet exposure Personal Banking: Residential mortgage loans $ — ( 2 ) — — 2 Home equity loans 62 ( 3 ) — — 65 Total Personal Banking 62 ( 5 ) — — 67 Commercial Banking: Commercial real estate loans 4,154 ( 1,993 ) — — 6,147 Commercial real estate loans - owner occupied 160 ( 13 ) — — 173 Commercial loans 9,573 ( 1,163 ) — — 10,736 Total Commercial Banking 13,887 ( 3,169 ) — — 17,056 Total off-balance-sheet exposure $ 13,949 ( 3,174 ) — — 17,123 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. 94 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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, 2023 (in thousands): Balance as of December 31, 2023 Current period provision Charge-offs Recoveries ASU 2022-02 Adoption Balance as of December 31, 2022 Allowance for Credit Losses Personal Banking: Residential mortgage loans $ 18,193 ( 1,515 ) ( 1,189 ) 1,636 — 19,261 Home equity loans 5,403 ( 356 ) ( 852 ) 709 — 5,902 Vehicle loans 26,911 8,299 ( 6,468 ) 2,021 — 23,059 Consumer loans 1,199 5,311 ( 5,983 ) 1,206 — 665 Total Personal Banking 51,706 11,739 ( 14,492 ) 5,572 48,887 Commercial Banking: Commercial real estate loans 51,267 6,604 ( 2,298 ) 2,029 426 44,506 Commercial real estate loans - owner occupied 3,775 ( 227 ) ( 68 ) 66 — 4,004 Commercial loans 18,495 548 ( 4,166 ) 1,474 — 20,639 Total Commercial Banking 73,537 6,925 ( 6,532 ) 3,569 426 69,149 Total $ 125,243 18,664 ( 21,024 ) 9,141 426 118,036 Allowance for Credit Losses - off-balance-sheet exposure Personal Banking: Residential mortgage loans $ 2 ( 2 ) — — — 4 Home equity loans 65 ( 9 ) — — — 74 Total Personal Banking 67 ( 11 ) — — 78 Commercial Banking: Commercial real estate loans 6,147 772 — — — 5,375 Commercial real estate loans - owner occupied 173 ( 206 ) — — — 379 Commercial loans 10,736 3,655 — — — 7,081 Total Commercial Banking 17,056 4,221 — — — 12,835 Total off-balance sheet exposure $ 17,123 4,210 — — — 12,913 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. 95 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2025 (in thousands): Total loans receivable Allowance for credit losses Nonaccrual loans Loans 90 days past due and accruing Personal Banking: Residential mortgage loans $ 3,100,780 10,546 12,247 — Home equity loans 1,507,532 6,149 3,755 — Vehicle loans 2,426,636 25,945 5,493 — Consumer loans 137,254 4,817 218 602 Total Personal Banking 7,172,202 47,457 21,713 602 Commercial Banking: Commercial real estate loans 2,915,696 58,234 56,223 — Commercial real estate loans - owner occupied 381,206 4,679 1,262 — Commercial loans 2,538,212 39,842 28,085 44 Total Commercial Banking 5,835,114 102,755 85,570 44 Total $ 13,007,316 150,212 107,283 646 The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2024 (in thousands): Total loans receivable Allowance for credit losses Nonaccrual loans Loans 90 days past due and accruing Personal Banking: Residential mortgage loans $ 3,178,269 14,347 6,951 — Home equity loans 1,149,396 4,845 3,332 — Vehicle loans 1,870,843 22,389 4,829 — Consumer loans 124,242 1,883 199 578 Total Personal Banking 6,322,750 43,464 15,311 578 Commercial Banking: Commercial real estate loans 2,495,726 44,328 36,183 — Commercial real estate loans - owner occupied 354,136 3,882 784 — Commercial loans 2,007,402 25,145 9,123 78 Total Commercial Banking 4,857,264 73,355 46,090 78 Total $ 11,180,014 116,819 61,401 656 96 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 We present the amortized cost of our loans on nonaccrual status including such loans with no allowance. The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the year ended December 31, 2025 (in thousands): Nonaccrual loans at January 1, 2025 December 31, 2025 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period Loans 90 days past due and accruing Personal Banking: Residential mortgage loans $ 6,951 9,158 3,089 12,247 — Home equity loans 3,332 3,017 738 3,755 — Vehicle loans 4,829 4,563 930 5,493 — Consumer loans 199 218 — 218 602 Total Personal Banking 15,311 16,956 4,757 21,713 602 Commercial Banking: Commercial real estate loans 36,183 24,186 32,037 56,223 — Commercial real estate loans - owner occupied 784 275 987 1,262 — Commercial loans 9,123 22,114 5,971 28,085 44 Total Commercial Banking 46,090 46,575 38,995 85,570 44 Total $ 61,401 63,531 43,752 107,283 646 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): Nonaccrual loans at January 1, 2024 December 31, 2024 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period Loans 90 days past and accruing Personal Banking: Residential mortgage loans $ 8,727 6,590 361 6,951 — Home equity loans 4,492 3,200 132 3,332 — Vehicle loans 4,816 3,958 871 4,829 — Consumer loans 229 198 1 199 578 Total Personal Banking 18,264 13,946 1,365 15,311 578 Commercial Banking: Commercial real estate loans 71,297 22,813 13,370 36,183 — Commercial real estate loans - owner occupied 676 784 — 784 — Commercial loans 4,147 7,471 1,652 9,123 78 Total Commercial Banking 76,120 31,068 15,022 46,090 78 Total $ 94,384 45,014 16,387 61,401 656 During the year ended December 31, 2024, we did no t recognized any interest income on nonaccrual loans. 97 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2025 (in thousands): Real estate Equipment Other Total Commercial Banking: Commercial real estate loans $ 40,086 50 — 40,136 Commercial loans 5,821 9,425 2,352 17,598 Total Commercial Banking 45,907 9,475 2,352 57,734 Total $ 45,907 9,475 2,352 57,734 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 Equipment Other Total Commercial Banking: Commercial real estate loans $ 27,907 — 339 28,246 Commercial loans — 1,651 2,204 3,855 Total Commercial Banking 27,907 1,651 2,543 32,101 Total $ 27,907 1,651 2,543 32,101 Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other-than-insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. In some cases, the Company provides multiple types of concessions to one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay, and/or an interest rate reduction. 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). 98 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 For the year ended December 31, 2025 2024 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 Personal Banking: Residential mortgage loans $ — 1,025 — 0.03 % $ 191 967 — — 0.04 % Home equity loans — 384 64 0.03 % — 541 — 142 0.06 % Vehicle loans — 1 5 — % — — — — — % Consumer loans — 5 — — % — — — 12 0.01 % Total Personal Banking — 1,415 69 0.02 % 191 1,508 — 154 0.03 % Commercial Banking: Commercial real estate loans 8,349 98,332 83 3.66 % 268 191 — — 0.02 % Commercial real estate loans - owner occupied — 3,181 — 0.83 % — — 664 — 0.19 % Commercial loans 6,189 136 126 0.25 % — 34 — 8 — % Total Commercial Banking 14,538 101,649 209 1.99 % 268 225 664 8 0.02 % Total $ 14,538 103,064 278 0.91 % $ 459 1,733 664 162 0.03 % For the year ended December 31, 2023 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 — — 3 — % 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 : 99 Table of Contents 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) Weighted-average interest rate reduction Weighted-average term extension in months Payment deferral (months) Personal Banking: Residential mortgage loans — % 148 0 — % 151 9 — % 142 6 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 Total Personal Banking 1 % 129 0 3 % 128 9 17 % 118 6 Commercial Banking: Commercial real estate loans — % 10 6 — % 117 5 — % 57 0 Commercial real estate loans - owner occupied — % 4 0 2 % 0 0 — % 0 0 Commercial loans 3 % 74 7 4 % 31 0 — % 23 0 Total Commercial Banking 2 % 10 6 2 % 101 5 — % 52 0 Total loans 2 % 12 6 2 % 125 7 17 % 113 6 The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of loans that such loans have been modified within the previous twelve months of 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): 100 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Current 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Personal Banking: Residential mortgage loans $ 490 — 9 191 Home equity loans 152 120 — 16 Consumer loans 10 — — — Total Personal Banking 652 120 9 207 Commercial Banking: Commercial real estate loans 153 — — 268 Commercial real estate loans - owner occupied 664 — — — Commercial loans 43 — — — Total Commercial Banking 860 — — 268 Total loans $ 1,512 120 9 475 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 delinquent 60-89 days delinquent 90 days or greater delinquent Personal Banking: Residential mortgage loans $ 148 342 8 363 Home equity loans 465 23 — — Consumer loans 3 — — — Total Personal Banking 616 365 8 363 Commercial Banking: Commercial real estate loans 71 — — — Commercial real estate loans - owner occupied — — — — Commercial loans 11 — — — Total Commercial Banking 82 — — 363 Total loans $ 698 365 8 363 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, 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: Residential mortgage loans $ 105 — — 191 363 Home equity loans — — 16 — — Total Personal Banking 105 — 16 191 363 Commercial Banking: Commercial real estate loans — 43 — 268 — Commercial real estate loans - owner occupied 34 — — — — Commercial loans — 5,947 — — — Total Commercial Banking 34 5,990 — 268 — Total $ 139 5,990 16 459 363 101 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The modifications to borrowers experiencing financial distress are included in their respective portfolio segment and the current loan balance and updated loan terms are run through their respective allowance for credit losses (ACL) models to arrive at the quanti tative portion of the ACL. Subsequent performance of the loans will be measured by delinquency status and will be captured through our ACL models or our qualitative factor assessment, as deemed appropriate. 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. 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. The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2025 (in thousands): 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Total delinquency Current Total loans receivable 90 days or greater delinquent and accruing Personal Banking: Residential mortgage loans $ 41,180 10,934 10,001 62,115 3,038,665 3,100,780 — Home equity loans 6,488 2,316 2,492 11,296 1,496,236 1,507,532 — Vehicle loans 13,271 4,161 4,098 21,530 2,405,106 2,426,636 — Consumer loans 792 438 795 2,025 135,229 137,254 602 Total Personal Banking 61,731 17,849 17,386 96,966 7,075,236 7,172,202 602 Commercial Banking: Commercial real estate loans 24,379 12,736 31,723 68,838 2,846,858 2,915,696 — Commercial real estate loans - owner occupied 4,266 205 1,022 5,493 375,713 381,206 — Commercial loans 5,657 2,899 16,269 24,825 2,513,387 2,538,212 44 Total Commercial Banking 34,302 15,840 49,014 99,156 5,735,958 5,835,114 44 Total loans $ 96,033 33,689 66,400 196,122 12,811,194 13,007,316 646 The following table provides information related to the amortized cost basis loan payment delinquencies at December 31, 2024 (in thousands): 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Total delinquency Current Total loans receivable 90 days or greater delinquent and accruing Personal Banking: Residential mortgage loans $ 28,690 10,112 4,931 43,733 3,134,536 3,178,269 — Home equity loans 5,365 1,434 2,250 9,049 1,140,347 1,149,396 — Vehicle loans 10,242 3,257 3,191 16,690 1,854,153 1,870,843 — Consumer loans 860 383 776 2,019 122,223 124,242 578 Total Personal Banking 45,157 15,186 11,148 71,491 6,251,259 6,322,750 578 Commercial Banking: Commercial real estate loans 5,100 857 7,702 13,659 2,482,067 2,495,726 — Commercial real estate loans - owner occupied 115 58 — 173 353,963 354,136 — Commercial loans 5,632 1,726 7,335 14,693 1,992,709 2,007,402 78 Total Commercial Banking 10,847 2,641 15,037 28,525 4,828,739 4,857,264 78 Total loans $ 56,004 17,827 26,185 100,016 11,079,998 11,180,014 656 102 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Credit Quality Indicators: For Commercial Banking loans we categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We analyze loans individually by classifying the loans by credit risk. Credit relationships greater than or equal to $ 1.0 million classified as special mention or substandard are reviewed quarterly for deterioration or improvement to determine if the loan is appropriately classified. We use the following definitions for risk ratings other than pass: Special Mention — Loans designated as special mention have specific, well-defined risk issues, which create a high level of uncertainty regarding the long-term viability of the business. Loans in this class are considered to have high-risk characteristics. A special mention loan exhibits material negative financial trends due to company-specific or systemic conditions. If these potential weaknesses are not mitigated, they threaten the borrower’s capacity to meet its debt obligations. Special mention loans still demonstrate sufficient financial flexibility to react to and positively address the root cause of the adverse financial trends without significant deviations from their current business strategy. Their potential weaknesses deserve our close attention and warrant enhanced monitoring. Substandard — Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Doubtful — Loans classified as doubtful have all the weaknesses inherent in those classified as substandard. In addition, those weaknesses make collection or liquidation in full highly questionable and improbable. A loan classified as doubtful exhibits discernible loss potential, but a complete loss seems very unlikely. The possibility of a loss on a doubtful loan is high, but because of certain important and reasonably specific pending factors that may strengthen the loan, its classification as an estimated loss is deferred until a more exact status can be determined. Loss — Loans classified as loss are considered uncollectible and of such value that the continuance as a loan is not warranted. A loss classification does not mean that the loan has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off all or a portion of a basically worthless loan even though partial recovery may be possible in the future. For Personal Banking loans a pass risk rating is maintained until they are greater than 90 days past due, and risk rating reclassification is based primarily on past due status of the loan. The risk rating categories can generally be described by the following groupings: Pass — Loans classified as pass are homogeneous loans that are less than 90 days past due from the required payment date at month-end. Substandard — Loans classified as substandard are homogeneous loans that are greater than 90 days past due from the required payment date at month-end or homogenous retail loans that are greater than 180 days past due from the requirement payment date at month-end that has been written down to the value of underlying collateral, less costs to sell. Doubtful — Loans classified as doubtful are homogeneous loans that are greater than 180 days past due from the required payment date at month-end and not written down to the value of underlying collateral. These loans are generally charged-off in the month in which the 180 day period elapses. 103 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator and the current period charge-offs by year of origination for each portfolio segment as of December 31, 2025 (in thousands): 2025 2024 2023 2022 2021 Prior Revolving loans Revolving loans converted to term loans Total loans receivable Personal Banking: Residential mortgage loans Pass $ 65,511 41,435 216,600 607,377 709,122 1,448,488 — — 3,088,533 Substandard — — 729 2,363 2,760 6,395 — — 12,247 Total residential mortgage loans 65,511 41,435 217,329 609,740 711,882 1,454,883 — — 3,100,780 Residential mortgage current period charge-offs — — ( 51 ) ( 447 ) ( 55 ) ( 623 ) ( 50 ) — ( 1,226 ) Home equity loans Pass 99,444 26,377 47,301 71,086 71,038 290,393 840,879 57,259 1,503,777 Substandard — — 47 255 — 1,168 1,441 844 3,755 Total home equity loans 99,444 26,377 47,348 71,341 71,038 291,561 842,320 58,103 1,507,532 Home equity current period charge-offs — ( 85 ) ( 13 ) ( 219 ) ( 98 ) ( 399 ) ( 545 ) ( 221 ) ( 1,580 ) Vehicle loans Pass 1,157,146 477,435 335,622 281,604 111,302 58,034 — — 2,421,143 Substandard 537 1,169 1,455 1,128 735 469 — — 5,493 Total vehicle loans 1,157,683 478,604 337,077 282,732 112,037 58,503 — — 2,426,636 Vehicle current period charge-offs ( 527 ) ( 1,663 ) ( 2,159 ) ( 2,129 ) ( 1,205 ) ( 1,145 ) — — ( 8,828 ) Consumer loans Pass 34,396 17,034 8,244 3,117 1,063 3,128 68,963 489 136,434 Substandard 16 72 32 8 9 — 603 80 820 Total consumer loans 34,412 17,106 8,276 3,125 1,072 3,128 69,566 569 137,254 Consumer loan current period charge-offs ( 2,488 ) ( 872 ) ( 805 ) ( 500 ) ( 313 ) ( 1,206 ) ( 166 ) ( 91 ) ( 6,441 ) Total Personal Banking 1,357,050 563,522 610,030 966,938 896,029 1,808,075 911,886 58,672 7,172,202 Commercial Banking: Commercial real estate loans Pass 192,876 280,328 304,567 406,936 275,080 973,846 37,133 11,234 2,482,000 Special Mention 1,738 5,933 23,540 28,030 41,409 27,177 639 — 128,466 Substandard 886 29,241 22,868 81,445 55,020 112,043 1,942 1,785 305,230 Total commercial real estate loans 195,500 315,502 350,975 516,411 371,509 1,113,066 39,714 13,019 2,915,696 Commercial real estate current period charge-offs — ( 3 ) ( 73 ) ( 2,009 ) ( 30 ) ( 11,847 ) ( 15 ) ( 173 ) ( 14,150 ) Commercial real estate loans - owner occupied Pass 59,948 34,150 28,382 17,798 54,818 134,942 5,764 — 335,802 Special Mention — — — — 615 2,508 — — 3,123 Substandard — 3,758 1,720 3,614 3,359 26,925 1,963 942 42,281 Total commercial real estate loans - owner occupied 59,948 37,908 30,102 21,412 58,792 164,375 7,727 942 381,206 Commercial real estate - owner occupied current period charge-offs — — — — — ( 336 ) — — ( 336 ) Commercial loans Pass 741,190 531,151 246,591 210,899 35,114 55,116 569,922 2,847 2,392,830 Special Mention 187 21,007 7,883 976 426 107 31,262 4 61,852 Substandard 3,840 12,765 20,440 5,698 5,141 6,185 27,886 1,575 83,530 Total commercial loans 745,217 564,923 274,914 217,573 40,681 61,408 629,070 4,426 2,538,212 Commercial loans current period charge-offs — ( 128 ) ( 489 ) ( 2,986 ) ( 230 ) ( 1,493 ) ( 310 ) ( 1,459 ) ( 7,095 ) Total Commercial Banking 1,000,665 918,333 655,991 755,396 470,982 1,338,849 676,511 18,387 5,835,114 Total loans $ 2,357,715 1,481,855 1,266,021 1,722,334 1,367,011 3,146,924 1,588,397 77,059 13,007,316 For the year ended December 31, 2025, $ 16 million of revolving loans were converted to term loans. 104 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table summarizes amortized cost basis loan balances by year of origination, class of loans, and risk category as of December 31, 2024 (in thousands): 2024 2023 2022 2021 2020 Prior Revolving loans Revolving loans converted to term loans Total loans receivable Personal Banking: Residential mortgage loans Pass $ 28,841 194,267 628,285 745,949 466,888 1,103,217 — — 3,167,447 Substandard — 51 1,107 464 321 8,879 — — 10,822 Total residential mortgage loans 28,841 194,318 629,392 746,413 467,209 1,112,096 — — 3,178,269 Residential mortgage current period charge-offs — — ( 387 ) — ( 114 ) ( 344 ) — — ( 845 ) Home equity loans Pass 33,534 58,234 85,308 88,226 124,046 234,918 476,013 45,577 1,145,856 Substandard — — 174 91 52 1,352 1,080 791 3,540 Total home equity loans 33,534 58,234 85,482 88,317 124,098 236,270 477,093 46,368 1,149,396 Home equity current period charge-offs — — ( 40 ) ( 2 ) ( 197 ) ( 558 ) ( 608 ) ( 331 ) ( 1,736 ) Vehicle loans Pass 616,515 452,912 443,997 228,309 64,332 59,950 — — 1,866,015 Substandard 272 1,472 1,342 1,129 223 390 — — 4,828 Total vehicle loans 616,787 454,384 445,339 229,438 64,555 60,340 — — 1,870,843 Vehicle current period charge-offs ( 454 ) ( 2,197 ) ( 2,626 ) ( 2,087 ) ( 414 ) ( 1,031 ) — — ( 8,809 ) Consumer loans Pass 27,363 14,779 6,330 2,707 735 5,914 65,055 581 123,464 Substandard 36 59 24 0 7 1 578 73 778 Total consumer loans 27,399 14,838 6,354 2,707 742 5,915 65,633 654 124,242 Consumer loan current period charge-offs ( 1,106 ) ( 2,015 ) ( 678 ) ( 285 ) ( 116 ) ( 1,044 ) ( 651 ) ( 34 ) ( 5,929 ) Total Personal Banking 706,561 721,774 1,166,567 1,066,875 656,604 1,414,621 542,726 47,022 6,322,750 Commercial Banking: Commercial real estate loans Pass 189,670 252,202 430,653 258,681 286,457 803,111 26,690 23,578 2,271,042 Special Mention — 4,877 19,030 18,533 14,383 5,654 237 — 62,714 Substandard — 2,273 11,137 48,539 19,356 80,417 175 73 161,970 Total commercial real estate loans 189,670 259,352 460,820 325,753 320,196 889,182 27,102 23,651 2,495,726 Commercial real estate current period charge-offs ( 102 ) ( 686 ) ( 2,522 ) ( 360 ) ( 619 ) ( 11,032 ) — — ( 15,321 ) Commercial real estate loans - owner occupied Pass 53,831 14,252 32,095 46,911 11,933 141,211 640 — 300,873 Special Mention — 1,166 2,231 93 — 5,165 1,232 — 9,887 Substandard — 12,572 5,733 — 2,956 18,695 751 2,669 43,376 Total commercial real estate loans - owner occupied 53,831 27,990 40,059 47,004 14,889 165,071 2,623 2,669 354,136 Commercial real estate - owner occupied current period charge-offs — — — — — — — — — Commercial loans Pass 729,863 353,568 262,498 29,806 12,633 56,300 475,333 3,381 1,923,382 Special Mention — 3,914 3,898 627 479 7 28,127 11 37,063 Substandard 7,133 21,606 4,669 1,063 89 1,761 8,847 1,789 46,957 Total commercial loans 736,996 379,088 271,065 31,496 13,201 58,068 512,307 5,181 2,007,402 Commercial loans current period charge-offs ( 1,456 ) ( 6,752 ) ( 4,301 ) ( 235 ) ( 522 ) ( 916 ) ( 212 ) ( 68 ) ( 14,462 ) Total Commercial Banking 980,497 666,430 771,944 404,253 348,286 1,112,321 542,032 31,501 4,857,264 Total loans $ 1,687,058 1,388,204 1,938,511 1,471,128 1,004,890 2,526,942 1,084,758 78,523 11,180,014 For the year ended December 31, 2024, $ 16 million of revolving loans were converted to term loans. 105 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Our exposure to credit loss in the event of nonperformance by the other party to off-balance-sheet financial instruments is represented by the contract amount of the financial instrument. We use the same credit policies in making commitments for off- balance-sheet financial instruments as we do for on-balance-sheet instruments. Financial instruments with off-balance-sheet risk as of December 31, 2025 and 2024 are presented in the following table (in thousands): Years ended December 31, 2025 2024 Loans commitments $ 358,076 190,094 Undisbursed lines of credit 1,801,103 1,258,492 Standby letters of credit 66,275 57,923 Total $ 2,225,454 1,506,509 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral we obtain upon extension of credit is based on management’s credit evaluation of the counterparty. Collateral held varies but generally may include cash, marketable securities, real estate and other property. Outstanding loan commitments at December 31, 2025 for fixed rate loans were $ 75 million. The interest rates on these commitments approximate market rates at December 31, 2025. Outstanding loan commitments at December 31, 2025 for adjustable rate loans were $ 284 million. The fair values of these commitments are affected by fluctuations in market rates of interest. We issue standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. We are required to perform under a standby letter of credit when drawn upon by the guaranteed third party in the case of nonperformance by our customer. The credit risk associated with standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s credit assessment of the customer. 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 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. These issued credit cards had an outstanding balance of $ 3 million at December 31, 2025. The clients of the Bank are responsible for repaying any balances due on these credit cards directly to the correspondent bank; 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. (7) Accrued Interest Receivable Accrued interest receivable as of December 31, 2025 and 2024 is presented in the following table: December 31, 2025 2024 Investment securities $ 1,902 1,796 FHLB dividends 708 392 Mortgage-backed securities 5,323 3,741 Loans receivable 48,358 40,427 Total $ 56,291 46,356 (8) FHLB Stock 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 106 Table of Contents 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, 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 Premises and equipment at December 31, 2025 and 2024 are summarized by major classification in the following table: December 31, 2025 2024 Land and land improvements $ 25,575 22,072 Office buildings and improvements 135,241 124,797 Furniture, fixtures and equipment 105,170 137,404 Leasehold improvements 30,001 26,984 Total, at cost 295,987 311,257 Less accumulated depreciation and amortization ( 155,606 ) ( 187,011 ) Premises and equipment, net $ 140,381 124,246 Depreciation and amortization expense for the years ended December 31, 2025, 2024, and 2023 was $ 12 million, $ 11 million, and $ 12 million, respectively. (10) Goodwill and Other Intangible Assets The following table provides information for intangible assets subject to amortization for the years ended December 31, 2025 and 2024: December 31, 2025 2024 Amortizable intangible assets: Core deposit intangibles - gross $ 74,899 74,899 Acquisitions 42,000 — Less: accumulated amortization ( 77,232 ) ( 72,062 ) Core deposit intangibles - net $ 39,667 2,837 Total intangible assets - net $ 39,667 2,837 The following information shows the actual aggregate amortization expense for the years ended December 31, 2025, 2024 and 2023 as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for each of the five succeeding fiscal years: For the year ended December 31, 2023 $ 3,270 For the year ended December 31, 2024 2,452 For the year ended December 31, 2025 5,171 For the year ending December 31, 2026 8,473 For the year ending December 31, 2027 7,073 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 4,269 107 Table of Contents 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: Total Balance at December 31, 2024 $ 380,997 Goodwill acquired 63,333 Balance at December 31, 2025 $ 444,330 We performed our annual goodwill impairment test as of June 30, 2025, 2024, and 2023 in accordance with ASC 350, Intangibles— Goodwill and Other, and concluded that goodwill was not impaired. As of December 31, 2025, 2024 and 2023, there were no events or changes in circumstances that would cause us to update that year ’ s goodwill impairment test and we concluded there was no impairment of goodwill as of such dates. (11) Deposits Deposit balances at December 31, 2025 and 2024 are shown in the table below: December 31, 2025 2024 Noninterest-bearing demand deposits $ 3,123,229 2,621,415 Interest-bearing demand deposits 2,995,759 2,666,504 Money market deposit accounts 2,540,818 2,007,739 Savings deposits 2,366,513 2,171,251 Time deposits (1) 2,916,698 2,677,645 Total deposits $ 13,943,017 12,144,554 (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 $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. The following table summarizes the interest expense incurred on the respective deposits for the years ended December 31, 2025, 2024 and 2023: Years ended December 31, 2025 2024 2023 Interest-bearing demand deposits $ 31,598 27,394 11,606 Money market deposit accounts 43,248 34,563 24,734 Savings deposits 25,975 24,222 8,822 Time deposits (1) 98,157 119,313 60,181 Total interest expense on deposits $ 198,978 205,492 105,343 (1) Includes $ 6 million, $ 18 million, and $ 8 million of interest expense on brokered deposits at December 31, 2025, 2024, and 2023. 108 Table of Contents 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: At December 31, 2025 2024 Amount Average rate Amount Average rate Term notes payable to the FHLB of Pittsburgh, due within one year $ 332,569 3.99 % $ 175,000 4.64 % 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 % Collateral received, due within one year — — % 3,008 4.65 % Total borrowed funds $ 446,283 $ 200,331 Borrowings from the Federal Home Loan Banks (“FHLB”) of Pittsburgh, if any, are secured by our residential first mortgage and other qualifying loans. At December 31, 2025, the carrying value of these loans was $ 6.3 billion. Certain of these borrowings are subject to restrictions or penalties in the event of prepayment. The revolving line of credit with the FHLB of Pittsburgh carries a commitment of $ 250 million. 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, 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, 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, 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. (c) Junior Subordinate Debentures 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 109 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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. The Trusts have invested the proceeds of the offerings in junior subordinated deferrable interest debentures issued by the Company. The structure of these debentures mirrors the structure of the trust-preferred securities. These subordinated debentures are the sole assets of the Trusts. As the shareholders of the trust preferred securities are the primary beneficiaries of the Trusts, the Trusts are not consolidated in our financial statements. The following table sets forth a summary of the cumulative trust preferred securities and the junior subordinated debt held by the Trust as of December 31, 2025 and 2024. Maturity date Interest rate Capital debt securities December 31, 2025 2024 Northwest Bancorp Capital Trust III December 30, 2035 3-month SOFR plus 1.38 % $ 50,000 51,547 51,547 Northwest Bancorp Statutory Trust IV December 15, 2035 3-month SOFR plus 1.38 % 50,000 51,547 51,547 LNB Trust II June 15, 2037 3-month SOFR plus 1.48 % 7,875 8,119 8,119 Union National Capital Trust I (1) January 23, 2034 3-month SOFR plus 2.85 % 8,000 8,049 8,024 Union National Capital Trust II (1) November 23, 2034 3-month SOFR plus 2.00 % 3,000 2,850 2,823 MFBC Statutory Trust I (1) September 15, 2035 3-month SOFR plus 1.70 % 5,000 3,995 3,891 Universal Preferred Trust (1) October 7, 2035 3-month SOFR plus 1.69 % 5,000 3,986 3,883 $ 128,875 130,093 129,834 (1) Net of discounts due to the fair value adjustment made at the time of acquisition. 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 deferra ls. Interest on the subordinated debentures and distributions on the trust securities is cumulative. Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities. For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, total interest expense paid on the trust preferred securities was $ 8 million, $ 10 million, and $ 9 million respectively. The Trusts must redeem the preferred securities when the debentures are paid at maturity or upon an earlier redemption of the debentures to the extent the debentures are redeemed. All or part of the debentures may be redeemed at any time. (13) Income Taxes Total income tax was allocated for the years ended December 31, 2025, 2024 and 2023 as follows Years ended December 31, 2025 2024 2023 Income tax expense $ 36,777 29,268 40,121 Shareholders’ equity for unrealized gain/(loss) on securities available-for-sale 11,002 6,513 3,429 Shareholders’ equity for pension adjustment 3,059 6,304 3,354 Shareholders’ equity for swap fair value adjustment ( 676 ) 448 ( 110 ) Unallocated income tax $ 50,162 42,533 46,794 Income tax expense applicable to income before taxes consists of: 110 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Years ended December 31, 2025 2024 2023 Current tax provision/(benefit): Federal $ 34,528 20,022 36,599 State 8,674 6,443 8,442 Total current tax provision/(benefit) 43,202 26,465 45,041 Deferred tax provision/(benefit): Federal ( 6,688 ) 2,315 ( 5,267 ) State 263 488 347 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 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, 2025 Federal $ 32,500 State and local: Pennsylvania 5,200 Other 2,858 Foreign — 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 % Tax credits 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: 111 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Years ended December 31, 2024 2023 Expected tax rate 21.0 % 21.0 % Tax-exempt interest income ( 1.8 ) % ( 1.2 ) % State income tax, net of federal benefit 4.3 % 4.0 % Bank-owned life insurance ( 1.0 ) % ( 1.0 ) % Stock-based compensation — % — % Dividends on stock plans ( 0.5 ) % ( 0.4 ) % Low income housing and historic tax credits — % — % Other 0.6 % 0.5 % Effective tax rate 22.6 % 22.9 % 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: December 31, 2025 2024 Deferred tax assets: Deferred compensation expense $ 6,820 3,761 Allowance for credit losses 34,002 26,497 Other reserves 3,528 3,909 Stock benefit plans 2,961 1,950 Unrealized loss on the fair value of securities available-for-sale 28,470 39,473 Lease liability 11,363 11,253 Purchase accounting 7,727 816 Net operating loss 256 534 Other 2,370 2,625 Total deferred tax assets 97,497 90,818 Deferred tax liabilities: Pension expense 10,186 7,243 Intangible assets 19,700 18,858 Fixed assets 3,555 3,891 Net deferred loan costs 1,004 2,213 Right of use asset 10,126 10,404 Pension and post-retirement benefits 9,948 6,890 Other 2,135 2,811 Total deferred tax liabilities 56,654 52,310 Net deferred tax asset $ 40,843 38,508 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 for both December 31, 2025 and 2024. This is netted against the net operating loss deferred tax asset in the preceding table. The holding company has net operating loss carryforwards with the state of Pennsylvania of $ 169 million as of December 31, 2025 and $ 102 million as of December 31, 2024. The company has recorded a full valuation allowance against these carryforward attributes of Northwest Bancshares Inc. as it is not expected to realize these losses given the profitability of Northwest Bancshares for Pennsylvania tax purposes. The valuation allowance is netted against the net operating loss in the preceding table. We recorded $ 0.2 million a valuation allowance against state deferred tax assets of a Northwest subsidiary since the subsidiary is not expected to utilize its deferred tax assets in the foreseeable future. This valuation allowance is netted against the net operating loss in the preceding table. 112 Table of Contents 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. We will continue to review the criteria related to the recognition of deferred tax assets on a regular basis. We utilize a comprehensive approach to recognize, measure, present and disclose in our financial statements uncertain tax positions that the company has taken or expects to take on a tax return. We recognize interest accrued and penalties (if any) related to unrecognized tax benefits in income tax expense. The accrual for interest and penalties was not material for all years presented. The following table presents changes in unrecognized tax benefits at December 31, 2025, 2024 and 2023: Year ended December 31, 2025 2024 2023 Unrecognized tax benefits: Balance, beginning of year $ 1,124 1,080 473 Increases related to prior year tax positions 101 104 623 Decreases related to prior year tax positions ( 76 ) ( 92 ) ( 74 ) Increases related to current year tax positions 99 32 58 Balance, end of year $ 1,248 1,124 1,080 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. We are subject to audit by the Internal Revenue Service for the tax periods ended after December 31, 2021 and generally subject to audit by any state in which we conduct business for the tax periods ended after December 31, 2021. (14) Shareholders’ Equity Retained earnings are partially restricted in connection with regulations related to the insurance of deposit accounts, which requires Northwest to maintain certain statutory reserves. Northwest may not pay dividends on or repurchase any of its common stock if the effect thereof would reduce retained earnings below the level of adequate capitalization as defined by federal and state regulators. In tax years prior to fiscal 1997, Northwest was permitted, under the Internal Revenue Code (“IRC”), to deduct an annual addition to a reserve for bad debts in determining taxable income, subject to certain limitations. Bad debt deductions for income tax purposes are included in taxable income of later years only if the bad debt reserve is used subsequently for purposes other than to absorb bad debt losses. There was no required recapture of the pre-1988 reserves. The pre-1988 reserves would only be subject to recapture and income if there is a distribution in excess of earnings and profits or liquidation. Retained earnings at December 31, 2025 and 2024 include approximately $ 39 million representing such bad debt deductions for which no deferred income taxes have been provided. (15) Earnings Per Share Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, without considering any dilutive items. 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 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. 113 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Years ended December 31, 2025 2024 2023 Numerator for earnings per share - Basic and Diluted: Net income - treasury stock method - Basic and Diluted $ 126,013 100,278 134,957 Less: Dividends and undistributed earnings allocated to participating securities 65 125 339 Net income available to common shareholders - two class method - Basic and Diluted $ 125,948 100,153 134,618 Denominator for earnings per share - treasury stock method - Basic and Diluted Weighted average common shares outstanding - Basic 135,497,591 127,085,446 126,668,671 Add: Potentially dilutive shares 825,295 614,055 421,670 Denominator for treasury stock method - Diluted 136,322,886 127,699,501 127,090,341 Denominator for earnings per share - two class method - Basic and Diluted: Weighted average common shares outstanding - Basic 135,497,591 127,085,446 126,668,671 Add: Average participating shares outstanding 74,083 158,719 319,501 Denominator for two class method - Diluted 135,571,674 127,244,165 126,988,172 Basic earnings per share $ 0.93 0.79 1.06 Diluted earnings per share $ 0.92 0.79 1.06 Anti-dilutive awards (1) 1,961 2,128 2,814 (1) Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive. (16) Employee Benefit Plans (a) Pension Plans We maintain noncontributory defined benefit pension plans covering certain employees and members of our board of directors. Retirement benefits are based on certain compensation levels, age, and length of service. Contributions are based on an actuarially determined amount to fund not only benefits attributed to service to date but also for those expected to be earned in the future. In addition, we have an unfunded Supplemental Executive Retirement Plan (“SERP”) to compensate those executive participants eligible for the defined benefit pension plan whose benefits are limited by Section 415 of the IRC. 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 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. 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. 114 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Components of net periodic pension cost and other amounts recognized in other comprehensive income: The following table sets forth components of net periodic pension cost and other amounts recognized in other comprehensive income for the years ended December 31, 2025, 2024 and 2023. Years ended December 31, 2025 2024 2023 Defined benefit pension plan: Service cost $ 4,479 5,701 6,241 Interest cost 9,039 8,821 9,009 Expected return on plan assets ( 12,709 ) ( 15,102 ) ( 13,915 ) Amortization of prior service cost ( 812 ) ( 2,254 ) ( 2,254 ) Amortization of the net (gain)/loss ( 149 ) 71 ( 219 ) Net periodic pension cost, defined benefit pension plans ( 152 ) ( 2,763 ) ( 1,138 ) Other changes in defined benefit pension plan recognized in other comprehensive income: 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 Total recognized in other comprehensive income ( 10,869 ) ( 22,864 ) ( 11,812 ) Total recognized in net periodic pension cost and other comprehensive income $ ( 11,021 ) ( 25,627 ) ( 12,950 ) The estimated net gain and prior service credit for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic cost ending December 31, 2026 is $ 774,000 and $ 0 , respectively. The following table sets forth information for the defined benefit pension plans’ funded status at December 31, 2025 and 2024: December 31, 2025 2024 Change in benefit obligation: Benefit obligation at beginning of year $ 162,193 185,196 Service cost 4,479 5,701 Interest cost 9,039 8,821 Acquisition 15,637 — Actuarial gain ( 4,095 ) ( 19,318 ) Benefits paid ( 14,780 ) ( 18,207 ) Benefit obligation at end of year 172,473 162,193 Change in plan assets: Fair value of plan assets at beginning of year 219,604 216,596 Actual return on plan assets 20,957 20,832 Employer contributions 566 383 Acquisition 27,268 — Benefits paid ( 14,780 ) ( 18,207 ) Fair value of plan assets at end of period 253,615 219,604 Funded status at end of year $ 81,142 57,411 The following table sets forth the assumptions used to develop the net periodic pension cost: Years ended December 31, 2025 2024 2023 Discount rate 5.44 % 4.79 % 4.99 % Expected long-term rate of return on assets 5.50 % 7.00 % 7.00 % Rate of increase in compensation levels 3.00 % 3.00 % 3.00 % 115 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table sets forth the assumptions used to determine benefit obligations at the end of each period: Years ended December 31, 2025 2024 2023 Discount rate 5.41 % 5.44 % 4.79 % Expected long-term rate of return on assets 5.50 % 5.50 % 7.00 % Rate of increase in compensation levels 3.00 % 3.00 % 3.00 % 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 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. The following table sets forth certain information related to our pension plans: December 31, 2025 2024 Projected benefit obligation $ 172,473 162,193 Accumulated benefit obligation 172,473 162,193 Fair value of plan assets 253,615 219,604 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. To meet target allocation ranges set forth by the Plan Administrative Committee, periodically, the assets are reallocated by the Trustee. The investment policy is reviewed periodically to determine if the policy should be changed. Pension assets are conservatively invested with the goal of providing market or better returns with below market risks. 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 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. The objective of holding equity securities is to provide capital appreciation consistent with the ownership of the common stocks of medium to large companies. Acceptable bond investments are direct or agency obligations of the U.S. Government or investment grade corporate bonds. The average maturity of the bond portfolio shall not exceed ten years . 116 Table of Contents 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: December 31, Target allocation 2025 2024 Equity securities 20 – 35 % 22 % 30 % Debt securities 50 – 80 % 68 % 64 % Other 0 – 10 % 10 % 6 % Total 100 % 100 % The following table sets forth the weighted average asset allocation of defined benefit plans for Penns Woods Bancorp, Inc.: December 31, Target allocation 2025 Equity securities 65 – 85 % 78 % Debt securities 0 – 15 % 14 % Other 5 – 30 % 8 % Total 100 % 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. The following table sets forth the pension plan assets as of December 31, 2025 and 2024. December 31, 2025 2024 Defined benefit pension assets: Common stock $ 19,653 17,320 Mutual funds 136,172 190,249 Money market funds 8,668 2,873 Fixed income 87,604 — Other 1,518 9,162 Total defined benefit pension plan assets (1) $ 253,615 219,604 (1) The defined benefit pension plan statement of net assets also includes accrued interest and dividends resulting in net assets available for benefits of $ 254 million and $ 220 million, respectfully. The benefits expected to be paid in each year from 2026 to 2030 are $ 12.1 million, $ 12.3 million, $ 12.6 million, $ 13.0 million and $ 12.9 million, respectively. The aggregate benefits expected to be paid in the five years from 2030 to 2035 are $ 63.7 million. The expected benefits to be paid are based on the same assumptions used to measure our benefit obligations at December 31, 2025 and include estimated future employee service. (b) Stock-based Compensation 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. This plan provides for the granting of stock options, restricted stock awards (“RSAs ” ), restricted stock units (“RSUs ” ) and performance awards. At December 31, 2025 917,306 shares were available for future grants. We issue shares to fulfill stock-based award vesting from available authorized common shares. At December 31,2025, we believe there are adequate authorized common shares to satisfy anticipated stock-based vesting for all grants outstanding. Stock-based compensation expense was $ 6 million, $ 6 million and $ 4 million and was included in compensation and employee benefits expense on the Consolidated Statements of Income during the years ended December 31, 2025, 2024 and 2023, respectively. 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. 117 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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. 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. 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 . (c) Stock Option Plans There were no stock options granted during the years ended December 31, 2025, December 31, 2024 or December 31, 2023. 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, 2025 (amounts in thousands except for per share and options): Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Balance at beginning of year 2,605,867 $ 15.28 Exercised (1) ( 100,540 ) 11.08 Forfeited/expired ( 293,733 ) 14.14 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 $ 154,000 . (17) Disclosures About Fair Value of Financial Instruments We are required to disclose fair value information about financial instruments whether or not recognized in the Consolidated Statement of Financial Condition. Fair value information of certain financial instruments and all nonfinancial instruments is not required to be disclosed. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. 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 118 Table of Contents 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. Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques: • Level 1 — Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities. • Level 2 — Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing. • Level 3 — Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include the following: ◦ Quotes from brokers or other external sources that are not considered binding; ◦ Quotes from brokers or other external sources where it cannot be determined that market participants would in fact transact for the asset or liability at the quoted price; and ◦ Quotes and other information from brokers or other external sources where the inputs are not deemed observable. We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. We perform due diligence to understand the inputs used or how the data was calculated or derived. We also corroborate the reasonableness of external inputs in the valuation process. The carrying amounts reported in the Consolidated Statement of Financial Condition approximate fair value for the following financial instruments: cash and cash equivalents, marketable securities available-for-sale, loans held-for-sale, accrued interest receivable, interest rate lock commitments, forward commitments, interest rate swaps, savings and checking deposits, foreign exchange swaps, risk participation agreements, and accrued interest payable. Marketable Securities Where available, market values are based on quoted market prices, dealer quotes, and prices obtained from independent pricing services. Debt Securities — available-for-sale - Generally, debt securities are valued using pricing for similar securities, recently executed transactions and other pricing models utilizing observable inputs. The valuation for most debt securities is classified as Level 2. Securities within Level 2 include corporate bonds, municipal bonds, mortgage-backed securities and U.S. 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. Loans Receivable Loans with comparable characteristics including collateral and re-pricing structures are segregated for valuation purposes. Each loan pool is separately valued utilizing a discounted cash flow analysis. Projected monthly cash flows are discounted to present value using a market rate for comparable loans, which is not considered an exit price. Characteristics of comparable loans include remaining term, coupon interest, and estimated prepayment speeds. Delinquent loans are separately evaluated given the impact delinquency has on the projected future cash flow of the loan including the approximate discount or market rate, which is not considered an exit price. Loans Held-for-Sale The estimated fair value of loans held-for-sale is based on market bids obtained from potential buyers. 119 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 FHLB Stock Due to the restrictions placed on transferability of FHLB stock, it is not practical to determine the fair value. FHLB stock is recorded at cost. Deposit Liabilities The estimated fair value of deposits with no stated maturity, which includes demand deposits, money market, and other savings accounts, is the amount payable on demand. Although market premiums paid for depository institutions reflect an additional value for these low-cost deposits, adjusting fair value for any value expected to be derived from retaining those deposits for a future period of time or from the benefit that results from the ability to fund interest-earning assets with these deposit liabilities is prohibited. The fair value estimates of deposit liabilities do not include the benefit that results from the low-cost funding provided by these deposits compared to the cost of borrowing funds in the market. Fair values for time deposits are estimated using a discounted cash flow calculation that applies contractual cost currently being offered in the existing portfolio to current market rates being offered locally for deposits of similar remaining maturities. The valuation adjustment for the portfolio consists of the present value of the difference of these two cash flows, discounted at the assumed market rate of the corresponding maturity. Borrowed Funds Fixed rate advances are valued by comparing their contractual cost to the prevailing market cost. The carrying amount of repurchase agreements approximates their fair value. Subordinated Debentures 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 The fair value of junior subordinated debentures is calculated using the discounted cash flows at the prevailing rate of interest. Interest Rate Lock Commitments and Forward Commitments The fair value of interest rate lock commitments is based on the value of underlying loans held-for-sale which is based on quoted prices for similar loans in the secondary market. This value is then adjusted based on the probability of the loan closing (i.e., the “pull-through” amount, a significant unobservable input). The fair value of forward sale commitments is based on quoted prices from the secondary market based on the settlement date of the contracts. Cash Flow Hedges, Interest Rate and Foreign Exchange Swap Agreements and Risk Participation Agreements The fair value of interest rate swaps is based upon the present value of the expected future cash flows using the SOFR discount curve, the basis for the underlying interest rate. To price interest rate swaps, cash flows are first projected for each payment date using the fixed rate for the fixed side of the swap and the forward rates for the floating side of the swap. These swap cash flows are then discounted to time zero using SOFR zero-coupon interest rates. The sum of the present value of both legs is the fair market value of the interest rate swap. These valuations have been derived from our third party vendor’s proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable. The fair value of the foreign exchange swap is derived from proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable. Risk participation agreements are entered into when Northwest purchases a portion of a commercial loan that has an interest rate swap. Northwest assumes credit risk on its portion of the interest rate swap should the borrower fail to pay as agreed. 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. 120 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Off-Balance Sheet Financial Instruments These financial instruments generally are not sold or traded, and estimated fair values are not readily available. However, the fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms. At December 31, 2025 and 2024, there was no significant unrealized appreciation or depreciation on these financial instruments. The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at December 31, 2025 and 2024: December 31, 2025 Carrying amount Estimated fair value Level 1 Level 2 Level 3 Netting Adjustments (1) Financial assets: Cash and cash equivalents $ 233,647 233,647 233,647 — — — Securities available-for-sale 1,586,382 1,586,382 — 1,586,382 — — Securities held-to-maturity 683,369 605,929 — 605,929 — — Loans receivable, net 12,857,104 12,418,154 — — 12,418,154 — Loans held-for-sale 22,437 22,437 — — 22,437 — Accrued interest receivable 56,291 56,291 56,291 — — — Interest rate lock commitments 617 617 — — 617 — Forward commitments 95 95 — 95 — — Foreign exchange swaps 4 4 — 4 — — Interest rate swaps designated as hedging instruments — — — 51 — ( 51 ) Interest rate swaps not designated as hedging instruments 11,775 11,775 — 25,155 — ( 13,380 ) FHLB stock 36,628 36,628 — — — — Total financial assets $ 15,488,349 14,971,959 289,938 2,217,616 12,441,208 ( 13,431 ) Financial liabilities: Savings and checking deposits $ 11,026,319 11,026,319 11,026,319 — — — Time deposits 2,916,698 2,909,139 — — 2,909,139 — Borrowed funds 446,283 444,936 446,836 — — ( 1,900 ) Subordinated debt 114,800 114,800 — 114,800 — — Junior subordinated debentures 130,093 120,237 — — 120,237 — Interest rate swaps designated as hedging instruments — — — 1,280 — ( 1,280 ) Interest rate swaps not designated as hedging instruments 15,115 15,115 — 25,366 — ( 10,251 ) Risk participation agreements 27 27 — 27 — — Accrued interest payable 6,846 6,846 6,846 — — — Total financial liabilities $ 14,656,181 14,637,419 11,480,001 141,473 3,029,376 ( 13,431 ) (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. 121 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 December 31, 2024 Carrying amount Estimated fair value Level 1 Level 2 Level 3 Netting adjustments (1) Financial assets: Cash and cash equivalents $ 288,378 288,378 288,378 — — — Securities available-for-sale 1,108,944 1,108,944 — 1,108,944 — — Securities held-to-maturity 750,586 637,948 — 637,948 — — Loans receivable, net 11,063,195 10,431,355 — — 10,431,355 — Loans held-for-sale 76,331 76,331 — 68,620 7,711 — Accrued interest receivable 46,356 46,356 46,356 — — — Interest rate lock commitments 342 342 — — 342 — 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 ) Interest rate swaps not designated as hedging instruments 3,493 3,493 — 37,697 — ( 34,204 ) FHLB stock 21,006 21,006 — — — — Total financial assets $ 13,360,361 12,615,883 334,734 1,854,971 10,439,408 ( 34,236 ) Financial liabilities: Savings and checking accounts $ 9,466,909 9,466,909 9,466,909 — — — Time deposits 2,677,645 2,677,070 — — 2,677,070 — Borrowed funds 200,331 196,277 228,119 — — ( 31,842 ) Subordinated debt 114,538 115,982 — 115,982 — — Junior subordinated debentures 129,834 128,122 — — 128,122 — Foreign exchange swaps 4 4 — 4 — — Interest rate swaps designated as hedging instruments — — — 32 — ( 32 ) Interest rate swaps not designated as hedging instruments 35,405 35,405 — 37,767 — ( 2,362 ) Risk participation agreements 16 16 — 16 — — Accrued interest payable 6,935 6,935 6,935 — — — 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. The preceding methods and assumptions were used in estimating the fair value of financial instruments at December 31, 2025 and 2024. 122 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table represents assets and liabilities measured at fair value on a recurring basis as of December 31, 2025: Level 1 Level 2 Level 3 Netting Adjustments (1) Total at fair value Debt securities: U.S. government and agencies $ — 35,912 — — 35,912 Government sponsored enterprises — 2,047 — — 2,047 States and political subdivisions — 83,268 — — 83,268 Corporate — 57,034 — — 57,034 Total debt securities — 178,261 — — 178,261 Residential mortgage-backed securities: GNMA — 96,344 — — 96,344 FNMA — 139,786 — — 139,786 FHLMC — 167,647 — — 167,647 Non-agency — 3 — — 3 Collateralized mortgage obligations: GNMA — 708,908 — — 708,908 FNMA — 97,672 — — 97,672 FHLMC — 197,761 — — 197,761 Total mortgage-backed securities — 1,408,121 — — 1,408,121 Interest rate lock commitments — — 617 — 617 Forward commitments — 95 — — 95 Foreign exchange swaps — 4 — — 4 Interest rate swaps designated as hedging instruments — 51 — ( 51 ) — Interest rate swaps not designated as hedging instruments — 25,155 — ( 13,380 ) 11,775 Total assets $ — 1,611,687 617 ( 13,431 ) 1,598,873 Foreign exchange swaps $ — — — — — Interest rate swaps designated as hedging instruments — 1,280 — ( 1,280 ) — Interest rate swaps not designated as hedging instruments — 25,366 — ( 10,251 ) 15,115 Risk participation agreements — 27 — — 27 Total liabilities $ — 26,673 — ( 11,531 ) 15,142 (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. 123 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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 Netting adjustments (1) Total at fair value Debt securities: U.S. government and agencies $ — 35,391 — — 35,391 Government sponsored enterprises — 118 — — 118 States and political subdivisions — 58,627 — — 58,627 Corporate — 26,101 — — 26,101 Total debt securities — 120,237 — — 120,237 Residential mortgage-backed securities: GNMA — 50,149 — — 50,149 FNMA — 84,212 — — 84,212 FHLMC — 89,840 — — 89,840 Non-agency — 5 — — 5 Collateralized mortgage obligations: GNMA — 562,948 — — 562,948 FNMA — 74,395 — — 74,395 FHLMC — 127,158 — — 127,158 Total mortgage-backed securities — 988,707 — — 988,707 Interest rate lock commitments — — 342 — 342 Forward commitments — 34 — — 34 Foreign exchange swaps — 199 — — — Interest rate swaps designated as hedging instruments — 1,529 — ( 32 ) 1,497 Interest rate swaps not designated as hedging instruments — 37,697 — ( 34,204 ) 3,493 Total assets $ — 1,148,403 342 ( 34,236 ) 1,114,509 Foreign exchange swaps $ — 4 — — 4 Interest rate swaps designated as hedging instruments — 32 — ( 32 ) — Interest rate swaps not designated as hedging instruments — 37,767 — ( 2,362 ) 35,405 Risk participation agreements — 16 — — 16 Total liabilities $ — 37,819 — ( 2,362 ) 35,425 (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. 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: Years ended December 31, 2025 2024 Beginning balance January 1, $ 342 641 Net activity 275 ( 299 ) Transfers from Level 3 — — Transfers into of Level 3 — — Ending balance December 31, $ 617 342 Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans individually assessed, real estate owned, and MSRs. 124 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of December 31, 2025: Level 1 Level 2 Level 3 Total assets at fair value Loans individually assessed $ — — 38,698 38,698 Real estate owned, net — — 76 76 Total assets $ — — 38,774 38,774 The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of December 31, 2024: Level 1 Level 2 Level 3 Total assets at fair value Loans individually assessed $ — — 9,801 9,801 Real estate owned, net — — 35 35 Total assets $ — — 9,856 9,856 Individually Assessed Loans — A loan is considered to be individually assessed as described in Note 1(f). We classify loans individually assessed as nonrecurring Level 3. Real Estate Owned — Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at the lower of the related loan balance or fair value, less estimated disposition costs, with the fair value being determined by appraisal. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or fair value, less estimated disposition costs. We classify real estate owned as nonrecurring Level 3. The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at December 31, 2025: Fair value ($) Valuation techniques Significant unobservable inputs Range (weighted average) Loans individually assessed 38,698 Appraisal value (1) Estimated cost to sell 10 % Real estate owned, net 76 Appraisal value (1) Estimated cost to sell 10 % Loans held for sale 22,437 Quoted prices for similar loans in active markets adjusted by an expected pull-through rate Estimated pull-through rate 100 % (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. (18) Regulatory Capital Requirements Financial institutions and their holding companies are subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by the regulators that, if undertaken, could have a direct, material effect on a company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting guidelines. Capital amounts and classifications are also subject to qualitative judgments made by the regulators about components, risk-weighting and other factors. Applicable rules limit an organization’s capital distributions and certain discretionary bonus payments if the organization does not hold a “ capital conservation buffer ” consisting of 2.5% of Total, Tier 1 and Common Equity Tier 1 ( “ CET1 ” ) capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. 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, 2025 and 2024, we and our banking 125 Table of Contents 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. We have elected to phase the estimated impact of CECL into regulatory capital in accordance with the interim final rule of the Federal Reserve Board and other U.S. banking agencies that became effective on March 31, 2020. As a result, we delayed recognizing the estimated impact of CECL on regulatory capital until after a two-year deferral period, which for us extended through December 31, 2021. Beginning on January 1, 2022, we were required to phase in 75% of the previously deferred estimated capital impact of CECL, with 50% to be phased in at the beginning of 2023, and 25% at the beginning of 2024, until fully phased in by the first quarter of 2025. 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, minimum required, and well capitalized levels as of December 31, 2025 and 2024 were as follows: At December 31, 2025 Actual Minimum capital requirements (1) Well capitalized (2) requirements Amount Ratio Amount Ratio Amount Ratio Total capital (to risk weighted assets) Northwest Bancshares, Inc. $ 1,877,495 15.138 % $ 1,302,238 10.500 % $ 1,240,226 10.000 % Northwest Bank 1,735,293 14.006 % 1,300,924 10.500 % 1,238,975 10.000 % Tier 1 capital (to risk weighted assets) Northwest Bancshares, Inc. 1,504,320 12.129 % 1,054,192 8.500 % 744,136 6.000 % Northwest Bank 1,580,217 12.754 % 1,053,129 8.500 % 991,180 8.000 % CET 1 capital (to risk weighted assets) Northwest Bancshares, Inc. 1,504,320 12.129 % 868,158 7.000 % N/A N/A Northwest Bank 1,580,217 12.754 % 867,283 7.000 % 805,334 6.500 % Tier 1 capital (leverage to average assets) Northwest Bancshares, Inc. 1,504,320 9.291 % 647,636 4.000 % N/A N/A Northwest Bank 1,580,217 9.767 % 647,141 4.000 % 808,926 5.000 % (1) The capital conservation buffer of 2.5 % does not apply to Tier 1 capital to average assets (leverage ratio). For further information related to the capital conservation buffer, see “Item 1. Business—Supervision and Regulation”. (2) Reflects the well-capitalized standard applicable to Northwest Bank and the well-capitalized standard applicable to the Company under the Federal Reserve Board’s Regulation Y. 126 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 At December 31, 2024 Actual (1) Minimum capital requirements (2) Well capitalized (3) requirements Amount Ratio Amount Ratio Amount Ratio Total capital (to risk weighted assets) Northwest Bancshares, Inc. $ 1,708,786 16.078 % $ 1,115,932 10.500 % $ 1,062,793 10.000 % Northwest Bank 1,466,832 13.814 % 1,114,929 10.500 % 1,061,837 10.000 % Tier 1 capital (to risk weighted assets) Northwest Bancshares, Inc. 1,468,646 13.819 % 903,374 8.500 % 637,676 6.000 % Northwest Bank 1,341,230 12.631 % 902,561 8.500 % 849,469 8.000 % CET 1 capital (to risk weighted assets) Northwest Bancshares, Inc. 1,342,801 12.635 % 743,955 7.000 % N/A N/A Northwest Bank 1,341,230 12.631 % 743,286 7.000 % 690,194 6.500 % Tier 1 capital (leverage to average assets) Northwest Bancshares, Inc. 1,468,646 10.390 % 565,426 4.000 % N/A N/A 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). For further information related to the capital conservation buffer, see “ Item 1. Business—Supervision and Regulation”. (3) Reflects the well-capitalized standard applicable to Northwest Bank and the well-capitalized standard applicable to the Company under the Federal Reserve Board’s Regulation Y. (19) Contingent Liabilities We and our subsidiaries are subject to a number of asserted and unasserted claims encountered in the normal course of business. Management believes that the aggregate liability, if any, that may result from such potential litigation will not have a material adverse effect on our financial statements. However, we cannot presently determine whether or not any claims against us will have a material adverse effect on our results of operations in any future reporting period. (20) Legal Proceedings We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated. As of December 31, 2025, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate loss to us from legal proceedings. (21) Components of Accumulated Other Comprehensive Income The following table sets forth the components of accumulated other comprehensive loss as of December 31, 2025 and 2024: December 31, 2025 2024 Unrealized loss on marketable securities available-for-sale $ ( 96,126 ) ( 130,248 ) Fair value of interest rate swaps ( 891 ) 1,159 Defined benefit pension plans 26,326 18,175 Accumulated other comprehensive loss $ ( 70,691 ) ( 110,914 ) 127 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table shows the changes in accumulated other comprehensive loss by component for the year ended December 31, 2025: Unrealized gains and losses on securities available-for-sale Change in fair value of interest rate swaps Change in defined benefit pension plans Total Balance as of January 1, $ ( 130,248 ) 1,159 18,175 ( 110,914 ) Other comprehensive income/(loss) before reclassification adjustments (1) (2) (3) 34,075 ( 2,050 ) 8,825 40,850 Amounts reclassified from accumulated other comprehensive income (4) (5) 47 — ( 674 ) ( 627 ) Net other comprehensive income/(loss) 34,122 ( 2,050 ) 8,151 40,223 Balance as of December 31, $ ( 96,126 ) ( 891 ) 26,326 ( 70,691 ) (1) Consists of unrealized holding gains, net of tax of $( 11,002 ). (2) Change in fair value of interest rate swaps, net of tax of $ 676 . (3) Consists of unrealized gains, net of tax of $( 3,313 ). (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: Unrealized gains and losses on securities available-for-sale Change in fair value of interest rate swaps Change in defined benefit pension plans Total Balance as of January 1, $ ( 150,659 ) ( 374 ) 1,541 ( 149,492 ) Other comprehensive (loss)/income before reclassification adjustments (1) (2) (3) ( 6,378 ) 1,533 18,187 13,342 Amounts reclassified from accumulated other comprehensive income (4) (5) 26,789 — ( 1,553 ) 25,236 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 losses, net of tax of $ 1,193 . (2) Change in fair value of interest rate swaps, net of tax of $( 448 ). (3) Consists of unrealized gains, net of tax of $( 6,895 ). (4) Consists of realized losses, net of tax of $( 7,706 ). (5) Consists of realized gains, net of tax of $ 591 . The following table shows the changes in accumulated other comprehensive loss by component for the year ended December 31, 2023: Unrealized gains and losses on securities 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 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 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 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 ). (4) Consists of realized losses, net of tax of $( 1,700 ). (5) Consists of realized gains, net of tax of $ 607 . (22) Segment Information 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 128 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 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. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income through return on average assets and return on average equity and the efficiency ratio, as well as loan growth to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provisions for credits losses and payroll provide the significant expenses in the banking operating. All operations are domestic. Accounting policies for the segment are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of significant segment totals to the financial statements: Banking Segment Years ended December 31, 2025 2024 2023 Interest income $ 749,668 669,196 587,922 Reconciliation of revenue Service charges and fees 65,072 62,957 59,214 Trust and other financial services income 32,314 30,102 27,284 Gain/(loss) on sale of investments 178 ( 39,413 ) ( 8,307 ) Other revenue (1) 31,704 33,364 35,632 Consolidated revenues $ 878,936 756,206 701,745 Less: Interest expense 224,266 233,618 152,239 Segment net interest income and noninterest income $ 654,670 522,588 549,506 Less: Provision for credit losses 55,584 24,505 22,874 Compensation and employee benefits 237,910 214,455 195,691 Processing expenses 58,489 59,351 58,687 Premises and occupancy costs 31,399 29,469 29,151 Professional services 13,122 14,883 17,819 Office operations 13,599 12,433 12,955 Federal deposit insurance premiums 11,523 11,600 9,271 Other segment items (2) 70,254 26,346 27,980 Income tax expense 36,777 29,268 40,121 Segment net income/consolidated net income $ 126,013 100,278 134,957 (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, merger, asset disposition and restructuring and other operating expense. 129 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Banking Segment Years ended December 31, 2025 2024 2023 Other segment disclosures Interest income $ 749,668 669,196 587,922 Interest expense 224,266 233,618 152,239 Depreciation 11,616 11,259 11,492 Amortization 5,171 2,452 3,270 Other significant noncash items: Provision for credit losses 55,584 24,505 22,874 Segment assets 16,766,617 14,408,224 14,419,105 Expenditures for segment assets 15,143 4,618 2,275 (23) Parent Company Only Financial Statements - Condensed Statements of Financial Condition December 31, 2025 2024 Assets Cash and cash equivalents $ 158,208 238,966 Investment in bank subsidiary 1,952,694 1,627,392 Other assets 11,608 9,397 Total assets $ 2,122,510 1,875,755 Liabilities and shareholders’ equity Liabilities: Debentures payable $ 244,893 244,372 Other liabilities 1,410 2,427 Total liabilities 246,303 246,799 Shareholders’ equity 1,876,207 1,628,956 Total liabilities and shareholders’ equity $ 2,122,510 1,875,755 Statements of Income Years ended December 31, 2025 2024 2023 Income: Interest income $ 162 185 187 Other income 698 737 729 Dividends from bank subsidiary 50,000 75,000 215,000 Undistributed earnings from equity investment in bank subsidiary 91,357 38,694 ( 67,106 ) Total income 142,217 114,616 148,810 Expense: Compensation and employee benefits 2,242 1,972 1,906 Other expenses 3,267 1,339 1,044 Interest expense 14,506 14,593 14,342 Total expense 20,015 17,904 17,292 Income before income taxes 122,202 96,712 131,518 Income tax benefit ( 3,811 ) ( 3,566 ) ( 3,439 ) Net income $ 126,013 100,278 134,957 130 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Statements of Cash Flows Years ended December 31, 2025 2024 2023 Operating activities: Net income $ 126,013 100,278 134,957 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed earnings of subsidiary ( 91,357 ) ( 38,694 ) 67,106 Net change in other assets and liabilities ( 2,945 ) 757 900 Net cash provided by operating activities 31,711 62,341 202,963 Investing activities: Net purchase sale of marketable securities — — — Acquisition, net of cash received ( 3,485 ) — — Net cash used in investing activities ( 3,485 ) — — Financing activities: Cash dividends paid on common stock ( 109,913 ) ( 101,854 ) ( 101,669 ) Proceeds from stock options exercised 929 2,453 630 Net cash used in financing activities ( 108,984 ) ( 99,401 ) ( 101,039 ) Net (decrease)/increase in cash and cash equivalents $ ( 80,758 ) ( 37,060 ) 101,924 Cash and cash equivalents at beginning of period $ 238,966 276,026 174,102 Net (decrease)/increase in cash and cash equivalents ( 80,758 ) ( 37,060 ) 101,924 Cash and cash equivalents at end of period $ 158,208 238,966 276,026 131 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 (24) Derivative Financial Instruments We are a party to derivative financial instruments in the normal course of business to manage our own exposure to fluctuations in interest rates and to meet the needs of our customers. The primary derivatives that we use are interest rate swaps and caps and foreign exchange contracts, which are entered into with counterparties that meet established credit standards. We believe that the credit risk inherent in all of our derivative contracts is minimal based on our credit standards and the netting and collateral provisions of the interest rate swap agreements. Derivatives Designated as Hedging Instruments 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. Based upon our contemporaneous quantitative analysis at the inception of each interest rate swap, we have determined these interest rate swaps qualify for hedge accounting in accordance with ASC 815, Derivatives and Hedging . Our cash flow hedges are recorded within other assets on the Consolidated Statement of Financial Condition at their estimated fair value. As long as the hedge remains highly effective, the changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. A hedging relationship that is determined to not be highly effective no longer qualifies for hedge accounting and any gain or loss is recognized immediately into earnings. Amounts reclassified into earnings are included in interest expense in the Consolidated Statement of Income. Derivatives Not Designated as Hedging Instruments We act as an interest rate or foreign exchange swap counterparty for certain commercial borrowers in the normal course of servicing our customers, which are accounted for at fair value. We manage our exposure to such interest rate or foreign exchange swaps by entering into corresponding and offsetting interest rate swaps with third parties that mirror the terms of the swaps we have with the commercial borrowers. These positions (referred to as “customer swaps”) directly offset each other and our exposure is the fair value of the derivatives due to changes in credit risk of our commercial borrowers and third parties. Customer swaps are recorded within other assets or other liabilities on the Consolidated Statement of Financial Condition at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the Consolidated Statement of Income. We enter into interest rate lock commitments for residential mortgage loans which commit us to lend funds to a potential borrower at a specific interest rate within a specified period of time. Interest rate lock commitments that relate to the origination of mortgage loans that will be held-for-sale are considered derivative financial instruments under applicable accounting guidance. Interest rate lock commitments on loans held-for-sale are carried at fair value in other assets on the Consolidated Statement of Financial Condition. Northwest sells loans to the secondary market on a mandatory or best efforts basis. The loans sold on a mandatory basis commit us to deliver a specific principal amount of mortgage loans to an investor at a specified price, by a specified date, or the commitment must be paired off. These forward commitments entered into on a mandatory delivery basis meet the definition of a derivative financial instrument. All closed loans to be sold on a mandatory delivery basis are classified as held-for-sale on the Consolidated Statement of Financial Condition. Changes to the fair value of the interest rate lock commitments and the forward commitments are recorded in mortgage banking income in the Consolidated Statements of Income. We enter into risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution. These risk participation agreements are recorded within other liabilities on the Consolidated Statement of Financial Condition at their estimated fair value. Changes to the fair value of the risk participation agreements are included in other operating income in the Consolidated Statement of Income. 132 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 The following table presents information regarding our derivative financial instruments at the dates indicated. Amounts in the table below are presented gross without the impact of any net collateral agreements (in thousands): Asset derivatives Liability derivatives Notional amount Fair value Notional amount Fair value At December 31, 2025 Derivatives designated as hedging instruments: Interest rate swap agreements $ 50,000 51 125,000 1,280 Derivatives not designated as hedging instruments: Interest rate swap agreements 912,021 25,155 912,021 25,366 Foreign exchange swap agreements 2,592 4 — — Interest rate lock commitments 24,772 617 — — Forward commitments 2,711 95 — — Risk participation agreements — — 117,582 27 Total derivatives $ 992,096 25,922 1,154,603 26,673 At December 31, 2024 Derivatives designated as hedging instruments: Interest rate swap agreements $ 125,000 1,529 50,000 32 Derivatives not designated as hedging instruments: Interest rate swap agreements 780,177 37,697 780,177 37,767 Foreign exchange swap agreements 5,724 199 2,690 4 Interest rate lock commitments 17,426 342 — — Forward commitments 1,509 34 — — Risk participation agreements — — 129,439 16 Total derivatives $ 929,836 39,801 962,306 37,819 The following table presents income or expenses recognized on derivatives for the periods indicated (in thousands): For the years ended December 31, 2025 2024 2023 Hedging derivatives: Decrease in interest expense $ 1,043 2,659 1,573 Non-hedging swap derivatives: (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): Notional amount Effective rate Estimated decrease to interest expense in the next twelve months Maturity date Remaining term (in months) Interest rate products: Issued May 11, 2023 $ 25,000 3.35 % $ ( 180 ) 5/11/2027 16 Issued May 12, 2023 25,000 3.38 % ( 165 ) 5/12/2028 28 Issued May 19, 2023 25,000 3.77 % ( 89 ) 11/19/2027 23 Issued May 31, 2023 25,000 3.92 % ( 36 ) 11/30/2026 11 Issued July 26, 2023 25,000 4.10 % 11 7/26/2028 31 Issued July 31, 2023 25,000 4.18 % 34 1/31/2028 25 Issued August 9, 2023 25,000 4.22 % 22 8/9/2027 19 Total $ 175,000 $ ( 403 ) 133 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025, 2024 and 2023 Our derivatives are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Additionally, collateral exchanged with counterparties is also netted against the applicable derivative fair values. We enter into derivative transactions with two primary groups, banks and our customers. Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups. The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Statements of Financial Condition as of December 31, 2025 (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 $ 51 ( 51 ) — Interest rate swaps - not hedging 25,155 ( 13,380 ) 11,775 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 $ 1,280 ( 1,280 ) — Interest rate swaps - not hedging 25,366 ( 10,251 ) 15,115 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 ) 35,405 134 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.