What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-10 · 219 added, 414 removed, 1201 unchanged (35% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 286,707 233,647

42 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands, except share data)

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Quarter ended March 31,

Interest income:

19 unchanged sentences

Noninterest income:

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

Gain on sale of investments 11 —

Gain on sale of SBA loans 1,186 1,238

26 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Quarter ended March 31,

Net income $ 50,536 43,458

1 unchanged sentence

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

Unrealized holding gains/(losses), net of tax of ($ 2,826 ), ($ 8,980 ), ($ 8,489 ), and ($ 7,054 ), respectively

8,820 27,947 26,108 18,858

Reclassification adjustment for losses included in net income, net of tax of ($ 13 ), $ 0 , ($ 13 ), and ($ 7,706 ) respectively

Unrealized holding (losses)/gains, net of tax of $ 3,430 and ($ 4,483 ), respectively

( 9,108 ) 13,863

Net unrealized holding gains/(losses) on marketable securities 8,864 27,947 26,153 45,647

Reclassification adjustment for (gains)/losses included in net income, net of tax of $ 2 and $ 0 , respectively

Net unrealized holding (losses)/gains on marketable securities ( 9,115 ) 13,863

Change in fair value of interest rate swaps, net of tax of ($ 274 ) and $ 378 , respectively

1 unchanged sentence

Defined benefit plan:

Actuarial reclassification adjustments for prior period service costs and actuarial gains included in net income, net of tax of $ 64 , $ 148 , $ 191 , and $ 442 , respectively

Net gain, net of tax of ($ 125 ) and $ 0 , respectively

Reclassification adjustments for prior period service costs and actuarial gains included in net income, net of tax of $ 51 and $ 64 , respectively

( 131 ) ( 169 )

Other comprehensive income 8,612 23,906 23,652 43,314

Net gain/(loss) on defined benefit plans 200 ( 169 )

Other comprehensive (loss)/income ( 8,188 ) 12,433

Total comprehensive income $ 42,348 55,891

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

4 unchanged sentences

other comprehensive income/(loss) Total shareholders’ equity

Quarter ended September 30, 2025 Shares Amount

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

Quarter ended March 31, 2026 Shares Amount

Beginning balance at December 31, 2025 146,107,964 $ 1,461 1,270,444 689,210 ( 70,691 ) 1,890,424

Comprehensive income:

3 unchanged sentences

Total comprehensive income — — — 50,536 ( 8,188 ) 42,348

Acquisition of Penns Woods Bancorp, Inc.

18,226,469 182 230,018 — — 230,200

Exercise of stock options 25,002 — 243 — — 243

3 unchanged sentences

— — — ( 29,395 ) — ( 29,395 )

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

Ending balance at March 31, 2026 146,302,025 $ 1,463 1,271,372 710,351 ( 78,879 ) 1,904,307

(1) includes shares withheld for taxes and forfeitures

1 unchanged sentence

other comprehensive loss Total shareholders’ equity

Quarter ended September 30, 2024 Shares Amount

Beginning balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598

Quarter ended March 31, 2025 Shares Amount

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

Comprehensive income:

8 unchanged sentences

— — — ( 25,502 ) — ( 25,502 )

Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, expect share data)

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Nine months ended September 30, 2025 Shares Amount

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

Comprehensive income:

Net income — — — 80,300 — 80,300

Other comprehensive income, net of tax of ($ 7,656 )

— — — — 23,652 23,652

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

Acquisition of Penns Woods Bancorp, Inc.

18,226,469 182 230,018 — — 230,200

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

Stock-based compensation expense 306,288 3 4,529 — — 4,532

Common shares returned (1) ( 27,019 ) — — — — —

Dividends paid ($ 0.60 per share)

— — — ( 80,567 ) — ( 80,567 )

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

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

(1) includes shares withheld for taxes and forfeitures

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Nine months ended September 30, 2024 Shares Amount

Beginning balance at December 31, 2023 127,110,453 $ 1,271 1,024,852 674,686 ( 149,492 ) 1,551,317

Comprehensive income:

Net income — — — 67,528 — 67,528

Other comprehensive income, net of tax of ($ 13,976 )

— — — — 43,314 43,314

Total comprehensive income — — — 67,528 43,314 110,842

Exercise of stock options 101,123 1 1,179 — — 1,180

Stock-based compensation expense 213,906 2 4,353 — — 4,355

Stock-based compensation forfeited ( 25,283 ) — — — — —

Dividends paid ($ 0.60 per share)

— — — ( 76,369 ) — ( 76,369 )

Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325

See accompanying notes to unaudited Consolidated Financial Statements.

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NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Nine months ended September 30,

Three months ended March 31,

Operating activities:

8 unchanged sentences

Decrease in other assets 63,315 65,841

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

Decrease in other liabilities ( 49,361 ) ( 16,895 )

Net amortization on marketable securities ( 54 ) ( 51 )

1 unchanged sentence

Noncash write-down of other assets 21 160

Deferred income tax expense ( 8,231 ) 2,641

Origination of loans held-for-sale ( 41,552 ) ( 35,979 )

5 unchanged sentences

Proceeds from maturities and principal reductions of marketable securities available-for-sale 40,362 20,556

Proceeds from sale of marketable securities available-for-sale 80,171 275,585

Proceeds from bank-owned life insurance 14,339 —

4 unchanged sentences

Purchases of premises and equipment, net ( 4,308 ) ( 1,822 )

Acquisitions, net of cash received 30,899 —

Net cash used in investing activities ( 169,438 ) ( 45,936 )

1 unchanged sentence

Net increase in deposits 270,286 29,602

Repayments of long-term borrowings ( 24,238 ) —

Net decrease in short-term borrowings ( 71,080 ) ( 3,061 )

3 unchanged sentences

Net cash provided by financing activities 148,634 3,149

Net (decrease)/increase in cash and cash equivalents $ ( 9,561 ) 104,623

Net increase in cash and cash equivalents $ 53,060 64,825

Cash and cash equivalents at beginning of period $ 233,647 288,378

Net (decrease)/increase in cash and cash equivalents ( 9,561 ) 104,623

Net increase in cash and cash equivalents 53,060 64,825

Cash and cash equivalents at end of period $ 286,707 353,203

5 unchanged sentences

Loan foreclosures and repossessions $ 1,193 850

Business acquisitions:

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

Northwest Bancshares, Inc.

common stock issued ( 230,200 ) —

Cash paid ( 3,607 ) —

Liabilities assumed $ 2,034,968 —

See accompanying notes to unaudited Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4 unchanged sentences

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

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

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

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

The unaudited Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X.

3 unchanged sentences

Certain items previously reported have been reclassified to conform to the current year’s reporting format.

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

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The results of operations for the quarter ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other period.

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(2) Acquisition

3 unchanged sentences

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

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

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

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

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

common stock.

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

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

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

Additionally, any outstanding unexercised Penns Woods stock options of 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 March 31, 2026, which reflects expected synergies and economies of scale from the acquisition.

The goodwill at March 31, 2026 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, 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.

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

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

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

The Company did not record any measurement period adjustments in the first quarter of 2026.

Consideration paid:

22 unchanged sentences

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

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

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The 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).

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Non PCD loans

Principal balance at acquisition $ 1,766,599

Net discount at acquisition ( 68,716 )

Purchase price $ 1,697,883

Principal balance at acquisition $ 119,416

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

Non-credit discount at acquisition ( 2,798 )

Purchase price $ 110,589

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

5 unchanged sentences

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

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

The following table presents unaudited pro forma information as if the acquisition of Penns Woods had occurred on January 1, 2025.

3 unchanged sentences

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

Proforma (unaudited) Proforma (unaudited)

Proforma (unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total revenues (1) $ 175,064 173,979

1 unchanged sentence

(1) Includes net interest income and total noninterest income

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

The Company's operating results for the three ended March 31, 2026 includes the operating results of the acquired assets and assumed liabilities of Penns Woods subsequent to the acquisition on July 25, 2025.

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

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(3) Marketable Securities

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

The following table shows the portfolio of marketable securities available-for-sale at March 31, 2026 (in thousands):

Debt issued by the U.S government and agencies:

20 unchanged sentences

Total marketable securities available-for-sale $ 1,884,060 5,972 ( 143,113 ) 1,746,919

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The following table shows the portfolio of marketable securities available-for-sale at December 31, 2025 (in thousands):

1 unchanged sentence

government and agencies:

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

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

1 unchanged sentence

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

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

Municipal securities:

Due within one year 1,810 9 — 1,819

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

3 unchanged sentences

Due in one year or less 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

Mortgage-backed securities:

5 unchanged sentences

Total marketable securities available-for-sale $ 1,710,978 9,703 ( 134,299 ) 1,586,382

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

The following table shows the portfolio of marketable securities held-to-maturity at March 31, 2026 (in thousands):

Debt issued by government-sponsored enterprises:

Due in one year or less $ 16,478 — ( 226 ) 16,252

Due after one year through five years $ 107,989 — ( 8,248 ) 99,741

6 unchanged sentences

Total marketable securities held-to-maturity $ 646,661 2 ( 79,193 ) 567,470

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The following table shows the portfolio of marketable securities held-to-maturity at December 31, 2025 (in thousands):

1 unchanged sentence

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

Mortgage-backed securities:

5 unchanged sentences

Total marketable securities held-to-maturity $ 683,369 4 ( 77,444 ) 605,929

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

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at March 31, 2026 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 1,665,046 1,542,621

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

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at March 31, 2026 (in thousands):

Mortgage-backed securities:

3 unchanged sentences

Total mortgage-backed securities $ 538,672 467,729

The following table shows the fair value of and gross unrealized losses on available-for-sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at September 30, 2025 (in thousands):

Less than 12 months 12 months or more Total

7 unchanged sentences

Total $ 741,490 ( 5,233 ) 1,156,055 ( 217,073 ) 1,897,545 ( 222,306 )

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8 unchanged sentences

Total $ 120,896 ( 283 ) 1,296,824 ( 211,460 ) 1,417,720 ( 211,743 )

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

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of March 31, 2026, which were comprised of 359 individual securities, represent a credit loss impairment.

All of these securities were issued by U.S.

7 unchanged sentences

The unrealized losses were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities.

As of September 30, 2025, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

As of March 31, 2026, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

All of the Company ’ s held-to-maturity debt securities are issued by U.S.

3 unchanged sentences

government, are highly rated by major rating agencies and have a long history of no credit losses.

The decline in fair value of the held-to-maturity debt securities were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities, therefore, the Company did not record an allowance for credit losses for these securities as of September 30, 2025.

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

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of March 31, 2026 (in thousands).

The credit ratings are sourced from nationally recognized rating agencies, which include Moody’s and S&P, and they are presented based on asset type.

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

All of our held-to-maturity securities were current in their payment of principal and interest as of March 31, 2026.

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

3 unchanged sentences

Total marketable securities held-to-maturity $ 646,661 646,661

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(4) Loans Receivable

The following tables excludes loans held for sale.

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

September 30, 2025 December 31, 2024

The following table shows a summary of our loans receivable at amortized cost basis at March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Personal Banking:

7 unchanged sentences

Commercial real estate loans - owner occupied 394,702 381,206

Commercial loans 2,312,718 2,007,402

Commercial and industrial 2,702,283 2,538,212

Total Commercial Banking 5,863,597 5,835,114

2 unchanged sentences

Total loans receivable, net (1) 12,905,903 12,857,104

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

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended September 30, 2025 (in thousands):

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

Charge-offs (2)

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

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 11,592 ( 909 ) ( 137 ) 278 271 12,089

Home equity loans 7,375 2,189 ( 336 ) 315 991 4,216

Vehicle loans 26,498 6,021 ( 2,115 ) 473 885 21,234

Consumer loans 2,703 1,921 ( 1,879 ) 394 1 2,266

Total Personal Banking 48,168 9,222 ( 4,467 ) 1,460 2,148 39,805

Commercial Banking:

Commercial real estate loans 69,515 16,036 ( 3,976 ) 343 3,488 53,624

Commercial real estate loans - owner occupied 5,022 1,226 ( 336 ) 2 — 4,130

Commercial loans 34,691 4,910 ( 2,395 ) 183 393 31,600

Total Commercial Banking 109,228 22,172 ( 6,707 ) 528 3,881 89,354

Total $ 157,396 31,394 ( 11,174 ) 1,988 6,029 129,159

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Home equity loans $ 102 37 — — — 65

Total Personal Banking 102 37 — — — 65

Commercial Banking:

Commercial real estate loans 2,288 391 — — — 1,897

Commercial real estate loans - owner occupied 325 65 — — — 260

Commercial loans 7,988 ( 682 ) — — — 8,670

Total Commercial Banking 10,601 ( 226 ) — — — 10,827

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

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

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

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended September 30, 2024 (in thousands):

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Balance as of September 30, 2024 Current period provision Charge-offs Recoveries Balance as of June 30, 2024

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 13,553 ( 1,444 ) ( 255 ) 253 14,999

Home equity loans 4,704 187 ( 890 ) 197 5,210

Vehicle loans 22,162 2,371 ( 2,064 ) 491 21,364

Consumer loans 1,869 1,327 ( 1,496 ) 370 1,668

Total Personal Banking 42,288 2,441 ( 4,705 ) 1,311 43,241

Commercial Banking:

Commercial real estate loans 48,613 ( 1,577 ) ( 475 ) 106 50,559

Commercial real estate loans - owner occupied 3,849 223 — 11 3,615

Commercial loans 31,063 4,640 ( 1,580 ) 348 27,655

Total Commercial Banking 83,525 3,286 ( 2,055 ) 465 81,829

Total $ 125,813 5,727 ( 6,760 ) 1,776 125,070

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Residential mortgage loans $ — ( 1 ) — — 1

Home equity loans 59 ( 4 ) — — 63

Total Personal Banking 59 ( 5 ) — — 64

Commercial Banking:

Commercial real estate loans 3,407 ( 1,043 ) — — 4,450

Commercial real estate loans - owner occupied 159 8 — — 151

Commercial loans 9,308 188 — — 9,120

Total Commercial Banking 12,874 ( 847 ) — — 13,721

Total off-balance sheet exposure $ 12,933 ( 852 ) — — 13,785

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the nine months ended September 30, 2025 (in thousands):

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

Charge-offs (2)

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

(1) Includes $ 14 million and $ 8 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at March 31, 2026 and December 31, 2025, respectively.

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The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended March 31, 2026 (in thousands):

Balance as of March 31, 2026 Current period provision Charge-offs Recoveries Balance as of December 31, 2025

Allowance for Credit Losses

8 unchanged sentences

Commercial real estate loans - owner occupied 5,030 348 — 3 4,679

Commercial loans 34,691 14,671 ( 6,563 ) 1,045 393 25,145

Commercial and industrial 40,808 1,859 ( 1,155 ) 262 39,842

Total Commercial Banking 102,442 199 ( 1,409 ) 897 102,755

7 unchanged sentences

Commercial real estate loans - owner occupied 136 ( 29 ) — — 165

Commercial loans 7,988 ( 1,585 ) — 9,573

Commercial and industrial 10,149 ( 353 ) — — 10,502

Total Commercial Banking 12,013 ( 580 ) — — 12,593

Total off-balance sheet exposure $ 12,099 ( 585 ) — — 12,684

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

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

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

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

Allowance for Credit Losses

8 unchanged sentences

Commercial real estate loans - owner occupied 4,187 298 — 7 3,882

Commercial loans 31,063 15,488 ( 4,062 ) 1,142 18,495

Commercial and industrial loans 30,688 5,776 ( 571 ) 338 25,145

Total Commercial Banking 80,458 5,923 ( 687 ) 1,867 73,355

2 unchanged sentences

Personal Banking:

Residential mortgage loans $ — ( 2 ) — — 2

Home equity loans 61 ( 1 ) — — 62

3 unchanged sentences

Commercial real estate loans - owner occupied 136 ( 24 ) — — 160

Commercial loans 9,308 ( 1,428 ) — — 10,736

Commercial and industrial loans 10,451 878 — — 9,573

Total Commercial Banking 13,543 ( 344 ) — — 13,887

Total off-balance sheet exposure $ 13,604 ( 345 ) — — 13,949

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

Unpaid principal balance of loans at acquisition $ 118,528

Allowance for credit losses at acquisition ( 6,029 )

Non-credit discount at acquisition ( 2,798 )

Purchase price $ 109,701

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

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at March 31, 2026 (in thousands):

receivable Allowance for

10 unchanged sentences

Commercial real estate loans - owner occupied 394,702 5,030 1,214 —

Commercial loans 2,312,718 34,691 21,371 2

Commercial and industrial 2,702,283 40,808 22,594 19

Total Commercial Banking 5,863,597 102,442 69,931 19

Total $ 13,055,948 150,045 90,943 543

Table of Content s

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):

11 unchanged sentences

Commercial real estate loans - owner occupied 381,206 4,679 1,262 —

Commercial loans 2,007,402 25,145 9,123 78

Commercial and industrial 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

Tab l e of Content s

We present the amortized cost of our loans on nonaccrual status including such loans with no allowance.

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended September 30, 2025 (in thousands):

September 30, 2025

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

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended March 31, 2026 (in thousands):

March 31, 2026

Nonaccrual loans at January 1, 2026 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period

Personal Banking:

7 unchanged sentences

Commercial real estate loans - owner occupied 1,262 228 986 1,214

Commercial loans 9,123 19,671 1,700 21,371

Commercial and industrial 28,085 20,701 1,893 22,594

Total Commercial Banking 85,570 48,434 21,497 69,931

Total $ 107,283 65,090 25,853 90,943

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

During the three months ended March 31, 2026, we did no t recognize any interest income on nonaccrual loans.

Table of Content s

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):

December 31, 2025

Nonaccrual loans at December 31, 2023 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period

Nonaccrual loans at January 1, 2025 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period

Personal Banking:

7 unchanged sentences

Commercial real estate loans - owner occupied 784 275 987 1,262

Commercial loans 4,147 7,471 1,652 9,123

Commercial and industrial 9,123 22,114 5,971 28,085

Total Commercial Banking 46,090 46,575 38,995 85,570

1 unchanged sentence

During the year ended December 31, 2025, we did not recognize any interest income on nonaccrual loans.

Tab l e of Content s

A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of September 30, 2025 (in thousands):

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of March 31, 2026 (in thousands):

Real estate Equipment Other Total

1 unchanged sentence

Commercial real estate loans $ 29,704 49 — 29,753

Commercial loans 751 8,997 2,375 12,123

Commercial and industrial 2,330 7,414 1,642 11,386

Total Commercial Banking 32,034 7,463 1,642 41,139

4 unchanged sentences

Commercial real estate loans $ 40,086 50 — 40,136

Commercial loans — 1,651 2,204 3,855

Commercial and industrial 5,821 9,425 2,352 17,598

Total Commercial Banking 45,907 9,475 2,352 57,734

8 unchanged sentences

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

Table of Content s

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

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

For the quarter ended September 30,

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

Personal Banking:

Residential mortgage loans $ — $ 606 — 0.02 % — 494 — 0.02 %

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

Consumer loans

— — — — % — — 11 0.01 %

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

Commercial Banking:

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

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

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

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

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For the nine months ended September 30,

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

For the quarter ended March 31,

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

Personal Banking:

Residential mortgage loans $ 4 — 0.00 % — 31 — 0.00 %

$ — 909 — 0.03 % — 979 — — 0.03 %

Home equity loans 1 — 0.00 % — 89 — 0.01 %

Consumer loans

— — — % — — — 13 0.01 %

Total Personal Banking 5 — 0.00 % — 120 — 0.00 %

2 unchanged sentences

Commercial real estate loans - owner occupied — 2,974 0.75 % — — — 0.00 %

Commercial loans 1,848 155 136 0.09 % — 35 — 8 0.00 %

Commercial and industrial — — — % 1,785 8 10 0.09 %

Total Commercial Banking 8,692 2,974 0.20 % 1,815 1,835 10 0.08 %

1 unchanged sentence

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

For the quarter ended September 30,

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

Personal Banking:

Residential mortgage loans — % 161 0 — % 156 0

Home equity loans — % 67 0 — % 105 0

Consumer loans — % 0 0 5 % 10 0

Total Personal Banking — % 141 0 5 % 151 0

Commercial Banking:

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

Commercial loans 3 % 74 0.3 — % 6 0

Total Commercial Banking 3 % 12 0.5 — % 6 0.3

Total loans 3 % 13 0.5 5 % 142 0.3

Tab l e of Content s

For the nine months ended September 30,

For the quarter ended March 31,

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

Personal Banking:

1 unchanged sentence

Home equity loans — % 13 — % 119 0

Consumer loans — % 0 0 6 % 66 0

Total Personal Banking — % 77 — % 122 0

2 unchanged sentences

Commercial real estate loans - owner occupied 4 % 17 — % 0 0

Commercial loans 3 % 73 0.75 4 % 32 0

Commercial and industrial — % 0 1 % 89 0.8

Total Commercial Banking 4 % 8 1 % 5 0.8

1 unchanged sentence

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 September 30, 2025 (in thousands) :

The following table presents the performance of loans that such loans have been modified within the previous twelve months of March 31, 2026 (in thousands) :

Table of Content s

Current 30-59 days

4 unchanged sentences

Home equity loans 364 4 — —

Vehicle loans 3 — — —

Consumer loans 5 — — —

Total Personal Banking 982 172 — 214

2 unchanged sentences

Commercial real estate loans - owner occupied 6,065 — — —

Commercial loans 353 — — 1,785

Commercial and industrial 390 49 — —

Total Commercial Banking 111,927 5,487 — 42

Total loans $ 112,909 5,659 — 256

The following table presents the performance of loans modified within the previous twelve months of September 30, 2024 (in thousands) :

The following table presents the performance of loans modified within the previous twelve months of March 31, 2025 (in thousands) :

Current 30-59 days

9 unchanged sentences

Commercial real estate loans - owner occupied 645 — — —

Commercial loans 43 — — —

Commercial and industrial 1,828 — — —

Total Commercial Banking 2,503 — — 1,827

Total loans $ 3,223 8 — 2,043

Tab l e of Content s

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

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

For the quarter ended September 30,

Term extension Payment delay Term extension

For the quarter ended March 31,

Term extension Payment delay Term extension Payment delay

Personal Banking:

3 unchanged sentences

Commercial Banking:

Commercial loans — 1,785 —

Commercial real estate loans — 42 1,827 —

Total Commercial Banking — 42 1,827 —

Total $ 214 42 1,852 191

Table of Content s

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 ACL models to arrive at the quantitative portion of the ACL.

3 unchanged sentences

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

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

The following table provides information related to the amortized cost basis of loan payment delinquencies at March 31, 2026 (in thousands):

delinquent 60-89 days

11 unchanged sentences

Commercial real estate loans - owner occupied 1,106 200 986 2,292 392,410 394,702

Commercial loans 9,974 1,915 9,490 21,379 2,291,339 2,312,718

Commercial and industrial 7,127 8,432 11,266 26,825 2,675,458 2,702,283

Total Commercial Banking 24,668 34,291 29,548 88,507 5,775,090 5,863,597

Total loans $ 85,531 44,032 43,840 173,403 12,882,545 13,055,948

Tab l e of Content s

The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2025 (in thousands):

16 unchanged sentences

Commercial real estate loans - owner occupied 4,266 205 1,022 5,493 375,713 381,206

Commercial loans

5,632 1,726 7,335 14,693 1,992,709 2,007,402

Commercial and industrial 5,657 2,899 16,269 24,825 2,513,387 2,538,212

Total Commercial Banking 34,302 15,840 49,014 99,156 5,735,958 5,835,114

8 unchanged sentences

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.

Table of Content s

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.

15 unchanged sentences

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

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

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

Tab l e of Content s

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 September 30, 2025 (in thousands):

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

Table of Content s

YTD March 31, 2026 2025 2024 2023 2022 Prior Revolving loans Revolving loans converted to term loans Total loans

Personal Banking:

33 unchanged sentences

Commercial real estate - owner occupied current period charge-offs — — — — — — — — —

Commercial loans

Commercial and industrial

Pass 207,762 745,024 460,974 228,052 196,117 78,377 624,598 2,540 2,543,444

1 unchanged sentence

Substandard — 2,059 26,870 19,065 4,350 7,229 52,513 1,370 113,456

Total commercial loans 420,181 614,509 299,389 237,048 48,436 73,483 614,566 5,106 2,312,718

Commercial loans current period charge-offs — ( 128 ) ( 464 ) ( 2,719 ) ( 206 ) ( 1,346 ) ( 293 ) ( 1,407 ) ( 6,563 )

Total commercial and industrial 207,762 747,721 511,376 256,664 203,727 86,034 685,086 3,913 2,702,283

Commercial and industrial current period charge-offs — ( 65 ) ( 203 ) ( 121 ) ( 209 ) ( 185 ) ( 303 ) ( 69 ) ( 1,155 )

Total Commercial Banking 264,876 1,004,026 851,037 629,223 661,378 1,703,590 732,195 17,272 5,863,597

Total loans $ 665,458 2,276,913 1,356,699 1,182,307 1,566,040 4,301,830 1,631,395 75,306 13,055,948

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

Tab l e of Content s

For the three months ended March 31, 2026, $ 8 million of revolving loans were converted to term loans.

Table of Content s

The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator for each portfolio segment as of December 31, 2025 (in thousands):

38 unchanged sentences

Commercial real estate - owner occupied current period charge-offs — — — — — ( 336 ) — — ( 336 )

Commercial loans

Commercial and industrial

Pass 741,190 531,151 246,591 210,899 35,114 55,116 569,922 2,847 2,392,830

1 unchanged sentence

Substandard 3,840 12,765 20,440 5,698 5,141 6,185 27,886 1,575 83,530

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

Total commercial and industrial 745,217 564,923 274,914 217,573 40,681 61,408 629,070 4,426 2,538,212

Commercial and industrial current period

charge-offs — ( 128 ) ( 489 ) ( 2,986 ) ( 230 ) ( 1,493 ) ( 310 ) ( 1,459 ) ( 7,095 )

2 unchanged sentences

For the year ended December 31, 2025, $ 16 million of revolving loans were converted to term loans.

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Table of Content s

(5) Goodwill and Other Intangible Assets

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Amortizable intangible assets:

4 unchanged sentences

Total intangible assets - net $ 37,478 39,667

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

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

For the quarter ended September 30, 2024 590

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

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

The following table shows the actual aggregate amortization expense for the quarters ended March 31, 2026 and 2025, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the five succeeding fiscal years (in thousands):

For the quarter ended March 31, 2026 $ 2,189

For the quarter ended March 31, 2025 504

For the year ending December 31, 2026 8,473

6 unchanged sentences

Balance at December 31, 2025 $ 444,330

Goodwill acquired 57,405

Balance at September 30, 2025 $ 438,402

Balance at March 31, 2026 $ 444,330

We performed our annual goodwill impairment test as of June 30, 2025 in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other, and concluded that goodwill was not impaired.

(6) Borrowed Funds

(a) Borrowings

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

September 30, 2025 December 31, 2024

As of March 31, 2026, 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.

(6) Borrowings

(a) Borrowed Funds

Borrowed funds at March 31, 2026 and December 31, 2025 are presented in the following table (dollars in thousands):

March 31, 2026 December 31, 2025

Amount Average rate Amount Average rate

6 unchanged sentences

Borrowings from the Federal Home Loan Bank (“FHLB”) of Pittsburgh, if any, are secured by our residential first mortgage and other qualifying loans.

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

Certai n of these borrowings are subject to restrictions or penalties in the event of prepayment.

At March 31, 2026, 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.

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

Tab l e of Content s

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

There was no balance on the revolving line of credit at March 31, 2026 and December 31, 2025.

Table of Content s

At March 31, 2026 and December 31, 2025, collateralized borrowings due within one year were $ 1 million and $ 8 million, respectively.

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

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

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

At March 31, 2026, the carrying value of the cash and securities used as collateral was $ 32 million .

At March 31, 2026 and December 31, 2025, collateral received was $ 2 million and $ 0 million, respectively.

This represents collateral posted to us from our derivative counterparties.

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

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

At March 31, 2026 and December 31, 2025, term notes payable to the FHLB of Pittsburgh due within one year was $ 263 million and $ 333 million, respectively.

At March 31, 2026 and December 31, 2025 term notes payable to the FHLB of Pittsburgh due in more than one year was $ 85 million and $ 105 million , respectively .

(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, 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.

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.

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

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

For the nine months ended September 30, 2025 and September 30, 2024 total interest expense paid on the subordinated notes was $ 4 million.

(b) Trust Preferred Securities

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

At March 31, 2026 and December 31, 2025, subordinated notes, net of issuance costs, were $ 115 million.

For the three months ended March 31, 2026 and March 31, 2025 total interest expense paid on the subordinated notes was $ 2 million and $ 1 million, respectively .

(b) Junior Subordinated Debentures

The Company has seven statutory business trusts:

6 unchanged sentences

The following table sets forth a summary of the cumulative trust preferred securities and the junior subordinated debt held by the Trust as of the date listed (dollars in thousands).

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

Maturity date Interest rate Capital debt securities March 31, 2026 December 31, 2025

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

20 unchanged sentences

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

For the three months ended March 31, 2026 and March 31, 2025 total interest expense paid on trust preferred securities was $ 2 million .

Table of Content s

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.

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(7) Guarantees

5 unchanged sentences

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

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

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

At March 31, 2026, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 67 million, of which $ 64 million is fully collateralized.

At March 31, 2026, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

In addition, we maintain a $ 23 million unsecured line of credit with a correspondent bank for private label credit card facilities for certain existing commercial clients of the Bank, of which $ 16 million in notional value of credit cards have been issued.

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

These issued credit cards had an outstanding balance of $ 2 million at March 31, 2026.

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

3 unchanged sentences

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

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

The two-class method was used to determine basic EPS for the three months ended March 31, 2026 and 2025 and the treasury stock method was used to determine diluted earnings per share for the three months ended March 31, 2026 and 2025.

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

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Quarter ended March 31,

Numerator for earnings per share - Basic and Diluted:

14 unchanged sentences

(1) Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive.

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(9) Pension and Other Post-Retirement Benefits

The following table sets forth the net periodic costs for the defined benefit pension plans and post-retirement healthcare plans for the periods indicated (in thousands):

Quarter ended September 30,

Pension benefits Other post-retirement benefits

2025 2024 2025 2024

Service cost $ 1,120 1,425 — —

Interest cost 2,312 2,205 15 15

Expected return on plan assets ( 3,290 ) ( 3,776 ) — —

Amortization of prior service cost ( 203 ) ( 563 ) — —

Amortization of the net loss ( 37 ) 18 7 10

Net periodic cost $ ( 98 ) ( 691 ) 22 25

Nine months ended September 30,

Quarter ended March 31,

Pension benefits Other post-retirement benefits

24 unchanged sentences

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

Tab l e of Content s

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

3 unchanged sentences

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.

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Marketable Securities

3 unchanged sentences

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

government obligations.

government and agency debt securities.

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

18 unchanged sentences

The carrying amount of repurchase agreements approximates their fair value.

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Subordinated Debentures

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

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

Junior Subordinated Debentures

2 unchanged sentences

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).

This value is then adjusted based on the probability of the loan closing (i.e., the “pull-

Table of Content s

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.

15 unchanged sentences

Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms.

At September 30, 2025 and December 31, 2024, there was no significant unrealized appreciation or depreciation on these financial instruments.

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at September 30, 2025 (in thousands):

At March 31, 2026 and December 31, 2025, 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 March 31, 2026 (in thousands):

amount Estimated

15 unchanged sentences

Total financial assets $ 15,702,036 15,193,870 343,928 2,337,983 12,494,315 ( 15,137 )

Tab l e of Content s

Financial liabilities:

4 unchanged sentences

Junior subordinated debentures 130,158 127,111 — — 127,111 —

Foreign exchange swaps 11 11 — 11 — —

Interest rate swaps designated as hedging instruments — — — 547 — ( 547 )

1 unchanged sentence

Risk participation agreements 22 22 — 22 — —

Table of Content s

Accrued interest payable 8,585 8,585 8,585 — — —

25 unchanged sentences

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

Foreign exchange swaps 4 4 — 4 — —

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

5 unchanged sentences

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

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

Tab l e of Content s

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

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both March 31, 2026 and December 31, 2025.

Table of Content s

The following table represents assets and liabilities measured at fair value on a recurring basis at March 31, 2026 (in thousands):

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

22 unchanged sentences

Total assets $ — 1,770,513 541 ( 15,137 ) 1,755,917

Foreign exchange swaps $ — 11 — — 11

Interest rate swaps designated as hedging instruments $ — 547 — ( 547 ) —

3 unchanged sentences

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

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The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2025 (in thousands):

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Total assets $ — 1,611,687 617 ( 13,431 ) 1,598,873

Foreign exchange swaps $ — 4 — — 4

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

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The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

For the quarter ended September 30, For the nine months endedSeptember 30,

2025 2024 2025 2024

For the quarter ended March 31,

Beginning balance, $ 617 342

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Ending balance $ 541 433

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

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The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of September 30, 2025 (in thousands):

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

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The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of March 31, 2026 (in thousands):

Level 1 Level 2 Level 3 Total assets

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

Mortgage servicing rights — — 20 20

Real estate owned, net — — 76 76

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We classify loans individually assessed as nonrecurring Level 3.

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

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

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

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

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

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

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

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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 September 30, 2025 (in thousands):

Fair value Valuation techniques Significant

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Loans individually assessed $ 23,392 Appraisal value (1) Estimated cost to sell 10 %

Mortgage servicing rights — Discounted cash flow Annual service cost $ 89

Prepayment rate 6.0 % to 17.2 % ( 10.3 %)

Expected life (months) 49.3 to 106.2 ( 74 )

Option adjusted spread 724 basis points

Forward yield curve 4.39 % to 4.02 %

Real estate owned, net 65 Appraisal value (1) Estimated cost to sell 15 %

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

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(11) Derivative Financial Instruments

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Derivatives Designated as Hedging Instruments

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

As of March 31, 2026, 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 spread over the next 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 the interest rate swaps, 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.

Our cash flow hedges are recorded within other assets or other liabilities 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.

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Changes to the fair value of the risk participation agreements are included in other operating income in the Consolidated Statement of Income.

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The following table presents information regarding our derivative financial instruments at the dates indicated (in thousands):

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Notional amount Fair value Notional amount Fair value

At September 30, 2025

At March 31, 2026

Derivatives designated as hedging instruments:

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The following table presents income or expense recognized on derivatives for the periods indicated (in thousands):

For the quarter ended September 30, For the nine months ended September 30,

2025 2024 2025 2024

For the quarter ended March 31,

Hedging derivatives:

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Increase/(decrease) in other income 82 ( 381 )

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

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

Notional amount Effective rate Estimated decrease to interest expense in the next twelve months Maturity date Remaining term

(Decrease)/increase in mortgage banking income ( 245 ) 162

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended March 31, 2026 (dollars in thousands):

Notional amount Effective rate Estimated (decrease)/increase to interest expense in the next twelve months Maturity date Remaining term

Interest rate products:

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Total $ 175,000 $ ( 32 )

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

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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 September 30, 2025 (dollars in thousands).

Derivative assets Gross amounts of

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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 September 30, 2025, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

As of March 31, 2026, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.

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

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(13) Changes in Accumulated Other Comprehensive Income

The following tables show the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):

For the quarter ended September 30, 2025

For the quarter ended March 31, 2026

on securities

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pension plans Total

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

Balance as of December 31, 2025 $ ( 96,126 ) ( 891 ) 26,326 ( 70,691 )

Other comprehensive income/(loss) income before reclassification adjustments (1) (3) (4) ( 9,108 ) 727 331 ( 8,050 )

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Net other comprehensive income/(loss) ( 9,115 ) 727 200 ( 8,188 )

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

For the quarter ended September 30, 2024

Balance as of March 31, 2026 $ ( 105,241 ) ( 164 ) 26,526 ( 78,879 )

For the quarter ended March 31, 2025

on securities

3 unchanged sentences

pension plans Total

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

Balance as of December 31, 2024 $ ( 130,248 ) 1,159 18,175 ( 110,914 )

Other comprehensive (loss)/income before reclassification adjustments (6) (8) 13,863 ( 1,261 ) — 12,602

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Net other comprehensive income/(loss) 13,863 ( 1,261 ) ( 169 ) 12,433

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

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

(2) Consists of realized losses, net of tax of ($ 13 ) .

(3) Change in fair value of interest rate swaps, net of tax $ 32 .

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

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

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

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

(1) Consists of unrealized holding losses, net of tax of $ 3,430 .

(2) Consists of realized gain, net of tax of $ 2 .

(3) Change in fair value of interest rate swaps, net of tax ($ 274 ).

(4) Consists of unrealized gains, net of tax of ($ 125 ).

(5) Consists of realized gains, net of tax of $ 51 .

For the nine months ended September 30, 2025

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

Balance as of December 31, 2024 $ ( 130,248 ) 1,159 18,175 ( 110,914 )

Other comprehensive income/(loss) before reclassification adjustments (1) (3) 26,108 ( 1,995 ) — 24,113

Amounts reclassified from accumulated other comprehensive income (2) (4) 45 — ( 506 ) ( 461 )

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

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

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For the nine months ended September 30, 2024

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

Balance as of December 31, 2023 $ ( 150,659 ) ( 374 ) 1,541 ( 149,492 )

Other comprehensive loss before reclassification adjustments (5) (7) 18,858 ( 1,170 ) — 17,688

Amounts reclassified from accumulated other comprehensive income (6) (8) 26,789 — ( 1,163 ) 25,626

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

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

(6) Consists of unrealized holding gains, net of tax of ($ 4,483 ).

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

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

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

(7) Change in fair value of interest rate swaps, net of tax $ 342 .

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

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(14) Segment Information

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Banking Segment

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Quarter ended March 31,

Interest income $ 201,550 180,595

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Trust and other financial services income 8,618 7,910

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

Other revenue (1)

7,211 3,977 19,862 16,761

Consolidated revenues $ 234,132 208,950

11 unchanged sentences

Segment net income/consolidated net income $ 50,536 43,458

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

(1) Other revenues include gain/(loss) on sale of investments, 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.

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Banking Segment

Quarter ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Quarter ended March 31,

Other segment disclosures

7 unchanged sentences

Expenditures for segment assets 4,308 1,822

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

What changed 10-Q

Item 1. Financial Statements