NWBI / Northwest Bancshares, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Northwest Bancshares, Inc.
US ˙ NasdaqGS ˙ US6673401039

Statistiche di base
LEI 549300RLPDJH5V5UHQ32
CIK 1471265
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northwest Bancshares, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

July 29, 2025 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Northwest Bancshares, Inc. Announces Second Quarter 2025 net income of $34 million, or $0.26 per diluted share Total revenue grew 54% and net interest income increased 12% over prior year quarter Successful completion and systems conversion of Penns Woods merger Strong 2Q net interest margin at 3.56% as

July 29, 2025 EX-99.2

Second Quarter 2025 Earnings Conference Call July 30, 2025 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Michael D. Perry Chief Financial Officer Corporate Development & Strategy Investor R

Second Quarter 2025 Earnings Conference Call July 30, 2025 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Michael D. Perry Chief Financial Officer Corporate Development & Strategy Investor Relations Sean P. Morrow Treasurer Forward-looking Statements and Additional Information The information contained in this presentation may contain for

July 29, 2025 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Northwest Bancshares, Inc. (Exact

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I

July 28, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 (July 25, 2025) Nor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 (July 25, 2025) Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorpora

July 28, 2025 EX-99.1

Northwest Bancshares, Inc. Completes Acquisition of Penns Woods Bancorp, Inc. Columbus, Ohio, July 28, 2025 – Northwest Bancshares, Inc. (“Northwest”) (NASDAQ: NWBI), the bank holding company for Northwest Bank, and Penns Woods Bancorp, Inc. (“Penns

northwestbankclosingpres Northwest Bancshares, Inc. Completes Acquisition of Penns Woods Bancorp, Inc. Columbus, Ohio, July 28, 2025 – Northwest Bancshares, Inc. (“Northwest”) (NASDAQ: NWBI), the bank holding company for Northwest Bank, and Penns Woods Bancorp, Inc. (“Penns Woods”) (NASDAQ: PWOD), the multi-bank holding company of Jersey Shore State Bank and Luzerne Bank, announced that, effective

June 27, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2024 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582 A. Full title of the plan and the ad

June 27, 2025 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2024 and 2023 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 2024 1 Statements of Net Assets Available for Benefits as of December 31, 2024 and 2023 2 Statements of Changes

May 12, 2025 EX-99.1

Northwest Bancshares, Inc. Announces Board of Directors Leadership Transition COLUMBUS, OH (May 12, 2025) — Northwest Bancshares, Inc. (“Northwest”) (Nasdaq: NWBI), today announced a change in its board of directors as part of a leadership transition

boardsuccessionmay12xfi Northwest Bancshares, Inc. Announces Board of Directors Leadership Transition COLUMBUS, OH (May 12, 2025) — Northwest Bancshares, Inc. (“Northwest”) (Nasdaq: NWBI), today announced a change in its board of directors as part of a leadership transition. As a result of his impending retirement from the board of directors in 2026, Timothy B. Fannin has stepped down as Board Cha

May 12, 2025 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Northwest Bancshares, Inc. (Exact

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I.

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NOR

April 28, 2025 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Investor Contact: Michael Perry, Corporate Development & Strategy (814) 726-2140 Media Contact: Ian Bailey, External Communications (380) 400-2423 Northwest Bancshares, Inc. Announces First Quarter 2025 net income of $43 million, or $0.34 per diluted share Net interest margin expands 45 basis points to

April 28, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 28, 2025 EX-99.2

First Quarter 2025 Earnings Conference Call April 29, 2025 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Michael D. Perry Chief Financial Officer Corporate Development & Strategy Investor R

First Quarter 2025 Earnings Conference Call April 29, 2025 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Michael D. Perry Chief Financial Officer Corporate Development & Strategy Investor Relations Sean P. Morrow Treasurer Forward-looking Statements and Additional Information The information contained in this presentation may contain for

April 23, 2025 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 23, 2025 EX-99.1

Northwest Bancshares, Inc. Merger with Penns Woods Bancorp, Inc. Receives Regulatory and Shareholder Approval Completion of Merger Expected to Take Place in Late July 2025 COLUMBUS, OH (APRIL 23, 2025) — Northwest Bancshares, Inc. (“Northwest”) (Nasd

Northwest Bancshares, Inc. Merger with Penns Woods Bancorp, Inc. Receives Regulatory and Shareholder Approval Completion of Merger Expected to Take Place in Late July 2025 COLUMBUS, OH (APRIL 23, 2025) — Northwest Bancshares, Inc. (“Northwest”) (Nasdaq: NWBI) today announced that it has received all regulatory and shareholder approvals required to complete the previously announced merger of Penns

April 18, 2025 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

March 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

February 25, 2025 EX-19

Page 5 of 8 Insider Trading Policy 1) Policy Statement – Company insiders should be familiar with insider trading laws established by the Securities and Exchange Commission (“SEC”). Laws in this area have increased the penalties for illegal insider t

Page 5 of 8 Insider Trading Policy 1) Policy Statement – Company insiders should be familiar with insider trading laws established by the Securities and Exchange Commission (“SEC”).

February 25, 2025 EX-10.25

1 RESTRICTED STOCK UNIT AWARD Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every re

1 RESTRICTED STOCK UNIT AWARD Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by

February 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34582 NORTHWEST BANCSHARES, INC.

February 25, 2025 EX-10.16

#99081427v9 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR LOUIS J. TORCHIO This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of the 21st day of November, 2024 (“Effect

#99081427v9 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR LOUIS J. TORCHIO This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of the 21st day of November, 2024 (“Effective Date”) by and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stock savings bank with its principal administrative office at 100

February 25, 2025 EX-21

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. • Northwest Bank, a Pennsylvania-chartered savings bank • Northwest Bancorp Capital Trust III, a Delaware statutory business trust • Northwest Bancorp Statutory Trust IV, a Connecticut statutory b

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. • Northwest Bank, a Pennsylvania-chartered savings bank • Northwest Bancorp Capital Trust III, a Delaware statutory business trust • Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust • LNB Trust II, a Delaware statutory business trust • Union National Capital Trust I, a Delaware statutory business trust • Union Nation

February 25, 2025 EX-4.2

Description of Registrant’s Securities

Exhibit 4.2 Description of Registrant’s Securities Unless otherwise indicated or the context otherwise requires, references in this Exhibit 4.2 to “we, “us” and “our” refer collectively to Northwest Bancshares, Inc. and Northwest Bank or to any of those entities, depending on the context. In addition, we may refer to Northwest Bancshares, Inc. as “Northwest Bancshares”. General We are authorized t

February 25, 2025 EX-3.3

#99953876v2 Exhibit 3.2 NORTHWEST BANCSHARES, INC. BYLAWS (AS AMENDED BY AMENDMENT NO. 1) ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other

#99953876v2 Exhibit 3.2 NORTHWEST BANCSHARES, INC. BYLAWS (AS AMENDED BY AMENDMENT NO. 1) ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. The Board of Directors may determine tha

February 25, 2025 EX-97

NORTHWEST BANCSHARES, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Northwest Bancshares, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”),

NORTHWEST BANCSHARES, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Northwest Bancshares, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of Erroneously Awarded Compensation in the event the Company is required to prepare an Accounting Restatement. The Co

February 25, 2025 EX-10.24

#99081441v6 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR Douglas M. Schosser This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of the 21st day of November, 2024 (“Eff

#99081441v6 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR Douglas M. Schosser This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of the 21st day of November, 2024 (“Effective Date”) by and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stock savings bank and Northwest Bancshares, Inc., a Maryland c

February 25, 2025 EX-10.21

{Clients/1059/00214203.DOC/ } NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR JACQUES DESMARTEAU, SEVP This Change in Control Agreement (the “Agreement”) is made effective upon commencement of employment (the “Effective

{Clients/1059/00214203.DOC/ } NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR JACQUES DESMARTEAU, SEVP This Change in Control Agreement (the “Agreement”) is made effective upon commencement of employment (the “Effective Date”) by and between Northwest Bank, a Pennsylvania-chartered stock savings bank (the “Bank”), and Jay DesMarteau (the “Executive”). Any reference to

February 24, 2025 424B3

Prospectus of Northwest Bancshares, Inc.

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-284511 Prospectus of Northwest Bancshares, Inc. Proxy Statement of Penns Woods Bancorp, Inc. To the Shareholders of Penns Woods Bancorp, Inc. MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT Northwest Bancshares, Inc. (“Northwest”) and Penns Woods Bancorp, Inc. (“Penns Woods”), have entered into an Agreement and Plan of Mer

February 20, 2025 EX-99.3

Form of Proxy Card for Special Meeting of Shareholders of Penns Woods Bancorp, Inc.

Exhibit 99.3         Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.     Online Go to www.investorvote.com/PWOD or scan the QR code – login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. P

February 20, 2025 EX-24.1

Powers of Attorney for Directors of Northwest Bancshares, Inc.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NORTHWEST BANCSHARES, INC., a Maryland corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common sha

February 20, 2025 EX-99.2

Consent of Richard A. Grafmyre to be named as a director

Exhibit 99.2 February 20, 2025 Northwest Bancshares, Inc. 3 Easton Oval Street, Suite 500 Columbus, Ohio 43219 Consent to Reference in Proxy Statement/Prospectus Northwest Bancshares, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby c

February 20, 2025 S-4/A

As filed with the Securities and Exchange Commission on February 20, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 20, 2025 Registration No.

February 20, 2025 CORRESP

Northwest Bancshares, Inc. 3 Easton Oval Street, Suite 500 Columbus, OH 43219

Northwest Bancshares, Inc. 3 Easton Oval Street, Suite 500 Columbus, OH 43219 February 20, 2025 VIA EDGAR Madeleine Joy Mateo U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street NE Washington, D.C. 20549 Re: Northwest Bancshares, Inc. Registration Statement on Form S-4, As Amended on February 20, 2025 File No. 333-284511 Dear Ms. Mateo: Pursuant t

February 20, 2025 EX-99.1

Consent of Stephens Inc.

Exhibit 99.1 CONSENT OF STEPHENS INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Penns Woods Bancorp, Inc. (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of Penns Woods Bancorp, Inc. with and into Northwest Bancshares, Inc. contained in the Registration Statement on Form S-4, as filed with the Securities a

January 27, 2025 EX-24.1

Powers of Attorney for Directors of Northwest Bancshares, Inc.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of NORTHWEST BANCSHARES, INC., a Maryland corporation (“Corporation”), which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-4 for the registration of certain of its common sha

January 27, 2025 EX-99.2

Consent of Richard A. Grafmyre to be named as a director

Exhibit 99.2 January 27, 2025 Northwest Bancshares, Inc. 3 Easton Oval Street, Suite 500 Columbus, Ohio 43219 Consent to Reference in Proxy Statement/Prospectus Northwest Bancshares, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby co

January 27, 2025 S-4

As filed with the Securities and Exchange Commission on January 27, 2025

S-4 Table of Contents As filed with the Securities and Exchange Commission on January 27, 2025 Registration No.

January 27, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 Form Type Northwest Bancshares, Inc. (Exact Name of Registrant as Specified in is Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration F

January 27, 2025 EX-99.1

Consent of Stephens Inc.

Exhibit 99.1 CONSENT OF STEPHENS INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Penns Woods Bancorp, Inc. (the “Company”) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of Penns Woods Bancorp, Inc. with and into Northwest Bancshares, Inc. contained in the Registration Statement on Form S-4, as filed with the Securities a

January 24, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

January 24, 2025 EX-99.2

Fourth Quarter 2024 Earnings Conference Call January 24, 2025 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Michael D. Perry Chief Financial Officer Investor Relations Corporate Development

Fourth Quarter 2024 Earnings Conference Call January 24, 2025 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Michael D. Perry Chief Financial Officer Investor Relations Corporate Development & Strategy Sean P. Morrow Treasurer Forward-looking Statements and Additional Information The information contained in this presentation may contain

January 24, 2025 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Filed by Northwest Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Penns Woods Bancorp, Inc. Commission File No. 0-17077 Contact: Douglas M. Schosser, Chief Financial Officer (814)

December 20, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 (December 16, 2024) Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of i

December 20, 2024 EX-2.1

AGREEMENT AND PLAN OF MERGER dated as of December 16, 2024 by and between NORTHWEST BANCSHARES, INC. and PENNS WOODS BANCORP, INC. i TABLE OF CONTENTS ARTICLE I Certain Definitions .....................................................................

AGREEMENT AND PLAN OF MERGER dated as of December 16, 2024 by and between NORTHWEST BANCSHARES, INC.

December 17, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 (December 16, 2024) Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of i

December 17, 2024 EX-99.2

Filed by Northwest Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Penns Woods Bancorp, Inc. Commission File No. 0-17077 NEWS R

Filed by Northwest Bancshares, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Penns Woods Bancorp, Inc. Commission File No. 0-17077 NEWS RELEASE December 17, 2024 Northwest Bancshares, Inc. Penns Woods Bancorp, Inc. 3 Easton Oval, Suite 500 300 Market Street Columbus, OH 43219 Williamspo

December 17, 2024 EX-99.1

& Merger Investor Presentation Acquisition of Penns Woods Bancorp, Inc. December 17, 2024 NASDAQ: NWBI | NASDAQ: PWOD Forward-looking Statements and Additional Information This presentation contains forward-looking statements within the meaning of th

& Merger Investor Presentation Acquisition of Penns Woods Bancorp, Inc. December 17, 2024 NASDAQ: NWBI | NASDAQ: PWOD Forward-looking Statements and Additional Information This presentation contains forward-looking statements within the meaning of the federal securities laws relating to the proposed merger with Penns Woods Bancorp, Inc. (“PWOD”) by Northwest Bancshares, Inc. (“Northwest” or “NWBI”

November 22, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.

November 22, 2024 EX-3.1

Amendment No. 1 to Amended and Restate Bylaws of Northwest Bancshares, Inc.

Exhibit 3.1 NORTHWEST BANCSHARES, INC. AMENDMENT NO. 1 TO BYLAWS The Bylaws of Northwest Bancshares, Inc., a Maryland corporation (the “Corporation”), are hereby amended by deleting therefrom Section 1 of ARTICLE I in its entirety and inserting the following in lieu thereof: Section 1. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and to transa

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition Report Pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582

October 29, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

October 29, 2024 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer Douglas M. Schosser, Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Third Quarter 2024 net income of $34 million, or $0.26 per diluted share Net interest margin expands 13 basis points to 3.33%, inclusive of 4b

October 29, 2024 EX-99.2

Third Quarter 2024 Earnings Conference Call October 29, 2024 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Joseph D. Canfield Chief Financial Officer Chief Accounting Officer Forward-lookin

Third Quarter 2024 Earnings Conference Call October 29, 2024 Louis J. Torchio T.K. Creal President and Chief Executive Officer Chief Credit Officer Douglas M. Schosser Joseph D. Canfield Chief Financial Officer Chief Accounting Officer Forward-looking Statements and Additional Information The information contained in this presentation may contain forward-looking statements. When used or incorporat

October 8, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commiss

October 8, 2024 EX-99.1

Northwest Bancshares, Inc. to Host Third-Quarter 2024 Earnings Call Columbus, Ohio October 8, 2024 Northwest Bancshares, Inc. (NASDAQ: NWBI) will host a conference call to review third- quarter 2024 financial results on Tuesday, October 29 at 9:00 a.

Northwest Bancshares, Inc. to Host Third-Quarter 2024 Earnings Call Columbus, Ohio October 8, 2024 Northwest Bancshares, Inc. (NASDAQ: NWBI) will host a conference call to review third- quarter 2024 financial results on Tuesday, October 29 at 9:00 a.m. (EDT). The results are scheduled to be released at approximately 7:30 a.m. (EDT). The live audio webcast and presentation slides will be available

August 5, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commissi

August 5, 2024 EX-99.1

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 [email protected] www.northwest.bank Northwest Bank Names Joseph Canfield as Chief Accounting Officer COLUMBUS, OHIO (AUGUST 5, 2024) — Northwest Bank, a full- s

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

July 23, 2024 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer Douglas M. Schosser, Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Second Quarter 2024 net income of $5 million, or $0.04 per diluted share The Company’s adjusted net operating income was $35 million, or $0.27

July 23, 2024 EX-99.2

Second Quarter 2024 Earnings Conference Call July 23, 2024 Louis J. Torchio President and Chief Executive Officer Douglas M. Schosser Chief Financial Officer T.K. Creal Chief Credit Officer Jeffrey J. Maddigan Treasurer and Investor Relations Forward

Second Quarter 2024 Earnings Conference Call July 23, 2024 Louis J. Torchio President and Chief Executive Officer Douglas M. Schosser Chief Financial Officer T.K. Creal Chief Credit Officer Jeffrey J. Maddigan Treasurer and Investor Relations Forward-looking Statements and Additional Information The information contained in this presentation may contain forward-looking statements. When used or inc

July 23, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I

July 12, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commissio

July 12, 2024 EX-99.1

Northwest Bancshares, Inc. to Host Second-Quarter 2024 Earnings Call Columbus, Ohio July 12, 2024 Northwest Bancshares, Inc. (NASDAQ: NWBI) will host a conference call to review second- quarter 2024 financial results on Tuesday, July 23 at 9:00 a.m.

Northwest Bancshares, Inc. to Host Second-Quarter 2024 Earnings Call Columbus, Ohio July 12, 2024 Northwest Bancshares, Inc. (NASDAQ: NWBI) will host a conference call to review second- quarter 2024 financial results on Tuesday, July 23 at 9:00 a.m. (EDT). The results are scheduled to be released at approximately 7:00 a.m. (EDT). The live audio webcast and presentation slides will be available on

July 3, 2024 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2023 and 2022 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 2023 1 Report of Independent Registered Public Accounting Firm 2022 2 Statements of Net Assets Available for Be

July 3, 2024 11-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A Amendment No. 1 ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2023 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582 A. Full title of t

June 27, 2024 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2023 and 2022 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 2023 1 Report of Independent Registered Public Accounting Firm 2022 2 Statements of Net Assets Available for Be

June 27, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2023 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582 A. Full title of the plan and the ad

June 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commissio

June 18, 2024 EX-99.1

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 [email protected] www.northwest.bank Northwest Bank Appoints Urich Bowers as Chief Consumer Banking and Strategy Officer Columbus, Ohio (June 18, 2024) - Northwe

bowersurichpressreleasef NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.

May 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NOR

April 22, 2024 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 Northwest Bancshares, Inc. (Exac

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 22, 2024 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer Douglas M. Schosser, Senior Executive Vice President, Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces First Quarter 2024 Earnings and Quarterly Dividend 118th consecutive quarterly dividend of $0.20 per share de

April 19, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.

March 8, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

February 26, 2024 EX-99.1

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 [email protected] www.northwest.com Northwest Bancshares, Inc. and Northwest Bank Name Douglas M. Schosser Chief Financial Officer Columbus, Ohio (February 26, 2

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.

February 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commi

February 26, 2024 EX-10.1

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Douglas M. Schosser

NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR Douglas M. Schosser This Agreement is made effective as of the 18th day of March, 2024 ("Effective Date") by and between (i) Northwest Bank (the "Bank"), a Pennsylvania-chartered stock savings bank and Northwest Bancshares, Inc., a Maryland corporation (the "Company"), with principal administrative offices at 100 Liberty Street

February 23, 2024 EX-97

NORTHWEST BANCSHARES, INC. __________________________________________________________ Resolutions of the Board of Directors __________________________________________________________ WHEREAS, the United States Securities and Exchange Commission (“SEC

NORTHWEST BANCSHARES, INC. Resolutions of the Board of Directors WHEREAS, the United States Securities and Exchange Commission (“SEC”) has approved the clawback listing standards proposed by The Nasdaq Stock Market (“Nasdaq”), as required by SEC Rule 10D-1 in accordance with the Dodd–Frank Wall Street Reform and Consumer Protection Act; WHEREAS, Nasdaq has amended its listing standards to provide

February 23, 2024 EX-4.2

Description of Registrant’s Securities

Exhibit 4.2 Description of Registrant’s Securities Unless otherwise indicated or the context otherwise requires, references in this Exhibit 4.2 to “we, “us” and “our” refer collectively to Northwest Bancshares, Inc. and Northwest Bank or to any of those entities, depending on the context. In addition, we may refer to Northwest Bancshares, Inc. as “Northwest Bancshares”. General We are authorized t

February 23, 2024 EX-21

Subsidiaries of Northwest Bancshares, Inc.

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. • Northwest Bank, a Pennsylvania-chartered savings bank • Northwest Bancorp Capital Trust III, a Delaware statutory business trust • Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust • LNB Trust II, a Delaware statutory business trust • Union National Capital Trust I, a Delaware statutory business trust • Union Nation

February 23, 2024 EX-10.23

Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Greg Betchkal

{Clients/1059/00214203.DOC/ } NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENT FOR GREGORY J. BETCHKAL, EVP This Change in Control Agreement (the “Agreement”) is made effective upon commencement of employment (the “Effective Date”) by and between Northwest Bank, a Pennsylvania-chartered stock savings bank (the “Bank”), and Gregory J. Betchkal (the “Executive”). Any referen

February 23, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34582 NORTHWEST BANCSHARES, INC.

February 23, 2024 EX-10.22

Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Scott Watson

February 15, 2024 EX-99.1

February 15, 2024 KBW INVESTOR CONFERENCE 2 Cautionary Note Regarding Forward-Looking Statements The information contained in this presentation may contain forward-looking statements. When used or incorporated by reference in disclosure documents, th

February 15, 2024 KBW INVESTOR CONFERENCE 2 Cautionary Note Regarding Forward-Looking Statements The information contained in this presentation may contain forward-looking statements.

February 15, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commi

February 13, 2024 SC 13G/A

NWBI / Northwest Bancshares, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01568-northwestbancsharesi.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Northwest Bancshares Inc Title of Class of Securities: Common Stock CUSIP Number: 667340103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

February 9, 2024 SC 13G/A

NWBI / Northwest Bancshares, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )* Northwest Bancshares Inc (Name of Issuer) Common Stock (Title of Class of Securities) 667340103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

January 22, 2024 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Fourth Quarter 2023 Earnings and Quarterly Dividend Columbus, Ohio — January 2

January 22, 2024 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 Northwest Bancshares, Inc. (Ex

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

November 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition Report Pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582

October 23, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

October 23, 2023 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Third Quarter 2023 Earnings and Quarterly Dividend Columbus, Ohio — October 23

September 21, 2023 EX-10.2

Independent Contractor Consulting Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This Independent Contractor Consulting Agreement (this “Agreement”) is made the September 20, 2023, by and between William W.

September 21, 2023 EX-99.1

Northwest Bancshares, Inc. and Northwest Bank Announce CFO Retirement Date

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Shawn O. Walker, EVP – Communications (814) 728-7674 [email protected] www.northwest.bank Northwest Bancshares, Inc. and Northwest Bank Announce CFO Retirement Date Columbus, Ohio (September 21, 2023) — Northwest Bancshares, Inc. (Nasdaq: NWBI) (the “Company”) and Northwest Bank announced today that they have entered into a retirement agreement

September 21, 2023 EX-10.1

Retirement Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank

RETIREMENT AGREEMENT THIS RETIREMENT AGREEMENT (“Agreement”), effective September 20, 2023, is made by and between William W.

September 21, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Comm

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

July 24, 2023 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 Northwest Bancshares, Inc. (Exact

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I

July 24, 2023 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Second Quarter 2023 Earnings and Quarterly Dividend Columbus, Ohio — July 24,

June 21, 2023 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2022 and 2021 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Statements of Net Assets Available for Benefits as of December 31, 2022 and 2021 2 Statements of Changes in N

June 21, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2022 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582 A. Full title of the plan and the ad

June 20, 2023 EX-99.1

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 [email protected] www.northwest.bank Northwest Bank Names Jay DesMarteau as Chief Commercial Banking Officer Editor’s note: Executive headshot available on reque

jaydesmarteauchiefcommer NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.

June 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Northwest Bancshare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commissio

June 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Northwest Bancshares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission

May 17, 2023 EX-99.1

NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 [email protected] www.northwest.com Northwest Bancshares, Inc. Appoints New Board Member Amber Lee Williams Joins the Northwest Bancshares, Inc. Board of Directo

nwbi-amberleewilliamsboa NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Melanie Clabaugh (814) 728-7328 melanie.

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 Northwest Bancshares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission

May 5, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NOR

April 24, 2023 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces First Quarter 2023 Earnings and Quarterly Dividend Columbus, Ohio — April 24,

April 24, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 Northwest Bancshar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.

March 9, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 9, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washin gton , D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendm ent No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washin gton , D.

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2022 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34582 NORTHWEST BANCSHARES, INC.

February 24, 2023 EX-21

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. • Northwest Bank, a Pennsylvania-chartered savings bank • Northwest Bancorp Capital Trust III, a Delaware statutory business trust • Northwest Bancorp Statutory Trust IV, a Connecticut statutory b

exhibit21 Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. • Northwest Bank, a Pennsylvania-chartered savings bank • Northwest Bancorp Capital Trust III, a Delaware statutory business trust • Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust • LNB Trust II, a Delaware statutory business trust • Union National Capital Trust I, a Delaware statutory business trust • Un

February 24, 2023 EX-10.22

EX-10.22

EX-10.22 3 exhibit1022.htm EX-10.22

February 24, 2023 EX-4.2

Description of Registrant’s Securities

Exhibit 4.2 Description of Registrant’s Securities Unless otherwise indicated or the context otherwise requires, references in this Exhibit 4.2 to “we, “us” and “our” refer collectively to Northwest Bancshares, Inc. and Northwest Bank or to any of those entities, depending on the context. In addition, we may refer to Northwest Bancshares, Inc. as “Northwest Bancshares”. General We are authorized t

February 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 Northwest Bancs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commi

February 16, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commi

February 16, 2023 EX-99.1

February 16, 2023 KBW CONFERENCE PRESENTERS Louis J. Torchio President & Chief Executive Officer William W. Harvey Jr. SEVP, Chief Operating Officer & Chief Financial Officer 2 Cautionary Note Regarding Forward-Looking Statements The information cont

February 16, 2023 KBW CONFERENCE PRESENTERS Louis J. Torchio President & Chief Executive Officer William W. Harvey Jr. SEVP, Chief Operating Officer & Chief Financial Officer 2 Cautionary Note Regarding Forward-Looking Statements The information contained in this presentation may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words “believe,

February 10, 2023 SC 13G/A

NWBI / Northwest Bancshares, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Northwest Bancshares Inc (Name of Issuer) Common Stock (Title of Class of Securities) 667340103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

February 9, 2023 SC 13G/A

NWBI / Northwest Bancshares, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01535-northwestbancsharesi.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Northwest Bancshares Inc. Title of Class of Securities: Common Stock CUSIP Number: 667340103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box

January 23, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

January 23, 2023 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Fourth Quarter 2022 Earnings and Quarterly Dividend Columbus, Ohio — January 2

November 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582

October 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

October 24, 2022 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Louis J. Torchio, President and Chief Executive Officer William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Third Quarter 2022 Earnings and Quarterly Dividend Columbus, Ohio ? October 24

August 18, 2022 EX-10.1

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Louis J. Torchio

Exhibit 10.1 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR LOUIS J. TORCHIO This Agreement is made effective as of the 17th day of August, 2022 (?Effective Date?) by and between (i) Northwest Bank (the ?Bank?), a Pennsylvania-chartered stock savings bank with its principal administrative office at 100 Liberty Street, Warren, Pennsylvania 16365, and Northwest Bancshares, In

August 18, 2022 EX-10.2

Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and William W. Harvey Jr.

Exhibit 10.2 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR WILLIAM W. HARVEY, JR. This Agreement is made effective as of the 17th day of August, 2022 (?Effective Date?) by and between (i) Northwest Bank (the ?Bank?), a Pennsylvania-chartered stock savings bank with its principal administrative office at 100 Liberty Street, Warren, Pennsylvania 16365 and Northwest Bancshare

August 18, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or Other Jurisdiction of Incorporation) (Commiss

August 18, 2022 EX-99.1

Northwest Bancshares, Inc. and Northwest Bank Name Louis J. Torchio President and Chief Executive Officer William W. Harvey, Jr. Appointed Chief Operating Officer

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Shawn O. Walker, EVP ? Communications 814.728.7674 [email protected] www.northwest.bank Northwest Bancshares, Inc. and Northwest Bank Name Louis J. Torchio President and Chief Executive Officer William W. Harvey, Jr. Appointed Chief Operating Officer Columbus, Ohio (August 18, 2022) ? Northwest Bancshares, Inc. (Nasdaq: NWBI) and No

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

July 25, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I

July 25, 2022 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: William W. Harvey, Jr., Chief Financial Officer and Interim President and Chief Executive Officer (814) 726-2140 Jeffrey J. Maddigan, Treasurer and Executive Vice President of Finance and Accounting (814) 726-2140 Northwest Bancshares, Inc. Announces Second Quarter 2022 Earnings and Quarterly D

June 29, 2022 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2021 and 2020 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Statements of Net Assets Available for Benefits as of December 31, 2021 and 2020 2 Statements of Changes in N

June 29, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

11-K 1 a2020-12x3111kx401k1.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2020 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582

June 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commissio

May 25, 2022 EX-99.1

Northwest Bancshares, Inc. and Northwest Bank Announce the Passing of Chairman, President and Chief Executive Officer Ronald J. Seiffert

EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Shawn O. Walker, CFMP (814) 728-7674 [email protected] www.northwest.com Northwest Bancshares, Inc. and Northwest Bank Announce the Passing of Chairman, President and Chief Executive Officer Ronald J. Seiffert Columbus, Ohio (May 25, 2022) - Northwest Bancshares, Inc. and Northwest Bank are deeply saddened to announce the sudden pas

May 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission

May 18, 2022 EX-10.2

Restricted Stock Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN

Exhibit 10.2 Restricted Stock Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN This restricted stock agreement (?Restricted Stock Award? or ?Agreement?) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the ?Plan?) of Northwest Bancshares, Inc. (the ?Company?) which are incorporated herein by refe

May 18, 2022 S-8

As filed with the Securities and Exchange Commission on May 18, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Northwest Bancshares, Inc. (Exact Name of Registra

Registration No. 333- As filed with the Securities and Exchange Commission on May 18, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Northwest Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 27-0950358 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S.

May 18, 2022 EX-10.4

Performance Stock Unit Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN

Exhibit 10.4 Performance Stock Unit Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN This performance restricted stock unit agreement (?Performance Stock Unit Award? or ?Agreement?) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the ?Plan?) of Northwest Bancshares, Inc. (the ?Company?) which ar

May 18, 2022 EX-10.3

Restricted Stock Unit Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN

Exhibit 10.3 Restricted Stock Unit Award Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN This restricted stock unit agreement (?Restricted Stock Unit Award? or ?Agreement?) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the ?Plan?) of Northwest Bancshares, Inc. (the ?Company?) which are incorporated

May 18, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Form S-8 (Form Type) Northwest Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Northwest Bancshares, Inc.

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NOR

April 25, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 25, 2022 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces First Quarter 2022 Earnings and Quarterly Dividend Columbus, Ohio ? April 25

April 22, 2022 EX-10.2

Northwest Bank Annual Performance Award Plan

EXHIBIT 10.4 NORTHWEST BANK ANNUAL PERFORMANCE AWARD PLAN 1.Background and Purpose. 1.1Purpose. The purpose of the Northwest Bank Annual Performance Award Plan (the "Plan") is to attract, retain and motivate eligible employees by making a portion of their cash compensation dependent on the achievement of certain corporate, business unit and/or individual performance goals. 1.2Effective Date. The P

April 22, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.

April 22, 2022 EX-99.1

2022 Annual Meeting of Stockholders April 20, 2022 Ronald J. Seiffert Chairman, President and CEO William W. Harvey SEVP, Chief Financial Officer Richard K. Laws EVP, Chief Counsel and Corporate Secretary Forward Looking Statements • This presentatio

2022 Annual Meeting of Stockholders April 20, 2022 Ronald J. Seiffert Chairman, President and CEO William W. Harvey SEVP, Chief Financial Officer Richard K. Laws EVP, Chief Counsel and Corporate Secretary Forward Looking Statements ? This presentation contains forward-looking statements, which can be identified by the use of words such as ?estimate,? ?project,? ?believe,? ?intend,? ?anticipate,? ?

March 31, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commissi

March 10, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 10, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

February 25, 2022 EX-21

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. • Northwest Bank, a Pennsylvania-chartered savings bank • Northwest Bancorp Capital Trust III, a Delaware statutory business trust • Northwest Bancorp Statutory Trust IV, a Connecticut statutory b

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. ? Northwest Bank, a Pennsylvania-chartered savings bank ? Northwest Bancorp Capital Trust III, a Delaware statutory business trust ? Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust ? LNB Trust II, a Delaware statutory business trust ? Union National Capital Trust I, a Delaware statutory business trust ? Union Nation

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34582 NORTHWEST BANCSHARES, INC.

February 25, 2022 EX-4.2

Description of Registrant’s Securities

Exhibit 4.2 Description of Registrant?s Securities Unless otherwise indicated or the context otherwise requires, references in this Exhibit 4.2 to ?we, ?us? and ?our? refer collectively to Northwest Bancshares, Inc. and Northwest Bank or to any of those entities, depending on the context. In addition, we may refer to Northwest Bancshares, Inc. as ?Northwest Bancshares?. General We are authorized t

February 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commis

February 10, 2022 SC 13G/A

NWBI / Northwest Bancshares, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Northwest Bancshares Inc. Title of Class of Securities: Common Stock CUSIP Number: 667340103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is f

February 8, 2022 SC 13G/A

NWBI / Northwest Bancshares, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Northwest Bancshares Inc (Name of Issuer) Common Stock (Title of Class of Securities) 667340103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

January 24, 2022 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Fourth Quarter 2021 Earnings and Quarterly Dividend Columbus, Ohio ? January

January 24, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2022 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

November 19, 2021 S-3ASR

As filed with the Securities and Exchange Commission on November 19, 2021

S-3ASR 1 forms-3xdebtsecurities.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 19, 2021 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland (State or ot

November 19, 2021 EX-4.8

Form of Indenture for Subordinated Debt Securities

Exhibit 4.8 NORTHWEST BANCSHARES, INC., AS ISSUER AND [ ], AS TRUSTEE SUBORDINATED INDENTURE DATED AS OF [ ], 20[ ] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the ?Trust Indenture Act?), and the Indenture dated as of [ ], 20[ ]. SECTION OF TRUST INDENTURE ACT SECTION OF INDENTURE 310(a)(1) and (2) 7.09 310(a)(3) an

November 19, 2021 EX-10.1

Form of Amendment to Employee Agreement

NORTHWEST BANK NORTHWEST BANCSHARES, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This amendment is made effective as of the 1st day of November, 2021 (the ?Effective Date?), by and between Northwest Bank (the ?Bank?), a Pennsylvania-chartered savings bank with its principal offices at 100 Liberty Street, Warren, Pennsylvania 16365 and Northwest Bancshares, Inc., the holding company of the Bank, and (?E

November 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I

November 19, 2021 EX-4.6

Form of Indenture for Senior Debt Securities

Exhibit 4.6 NORTHWEST BANCSHARES, INC., AS ISSUER AND [ ], AS TRUSTEE SENIOR INDENTURE DATED AS OF [ ], 20[ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the ?Trust Indenture Act?), and the Indenture dated as of [ ], 20[ ]. SECTION OF TRUST INDENTURE ACT SECTION OF INDENTURE 310(a)(1) and (2) 7.09 310(a)(3) and (4) Not ap

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ Transition Report Pursuant

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582

October 25, 2021 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Third Quarter 2021 Earnings and Quarterly Dividend Warren, Pennsylvania ? Oc

October 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

July 26, 2021 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Second Quarter 2021 Earnings and Quarterly Dividend Warren, Pennsylvania ? J

July 26, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I

June 25, 2021 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ? Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2020 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582 A. Full title of the plan and the ad

June 25, 2021 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2020 and 2019 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Statements of Net Assets Available for Benefits as of December 31, 2020 and 2019 2 Statements of Changes in N

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NOR

May 3, 2021 EX-99.1

FOR IMMEDIATE RELEASE Contacts: Timothy Denton USI Insurance Services 914-747-6339 [email protected] Edward J. Bowler USI Insurance Services 914-749-8504 [email protected] Melanie Clabaugh Northwest Bank 814-728-7328 [email protected]

FOR IMMEDIATE RELEASE Contacts: Timothy Denton USI Insurance Services 914-747-6339 timothy.

May 3, 2021 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

April 26, 2021 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces First Quarter 2021 Earnings and Quarterly Dividend Increase Warren, Pennsylv

April 26, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

April 22, 2021 EX-99.1

Ronald J. Seiffert Chairman, President and CEO William W. Harvey SEVP, Chief Financial Officer Richard K. Laws EVP, Chief Counsel and Corporate Secretary Northwest Bancshares, Inc. 2021 Annual Meeting of Stockholders April 21, 2021 Forward Looking St

Ronald J. Seiffert Chairman, President and CEO William W. Harvey SEVP, Chief Financial Officer Richard K. Laws EVP, Chief Counsel and Corporate Secretary Northwest Bancshares, Inc. 2021 Annual Meeting of Stockholders April 21, 2021 Forward Looking Statements ? This presentation contains forward-looking statements, which can be identified by the use of words such as ?estimate,? ?project,? ?believe,

April 6, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

April 6, 2021 EX-1.1

ASSET PURCHASE AGREEMENT DATED AS OF APRIL 1, 2021, BY AND AMONG THE BERT COMPANY (DOING BUSINESS AS NORTHWEST INSURANCE SERVICES), USI INSURANCE SERVICES LLC, NORTHWEST BANK TABLE OF CONTENTS

EXECUTION VERSION ASSET PURCHASE AGREEMENT DATED AS OF APRIL 1, 2021, BY AND AMONG THE BERT COMPANY (DOING BUSINESS AS NORTHWEST INSURANCE SERVICES), USI INSURANCE SERVICES LLC, AND NORTHWEST BANK TABLE OF CONTENTS Page ARTICLE 1.

April 1, 2021 EX-99.1

Media Contact: Melanie Clabaugh [email protected] 814-728-7328 Northwest Bank Announces Agreement to Sell Its Insurance Business to USI Insurance Services WARREN, Pa. and VALHALLA, N.Y., Apr. 1, 2021 – Northwest Bank, a subsidiary of Nor

Media Contact: Melanie Clabaugh [email protected] 814-728-7328 Northwest Bank Announces Agreement to Sell Its Insurance Business to USI Insurance Services WARREN, Pa. and VALHALLA, N.Y., Apr. 1, 2021 ? Northwest Bank, a subsidiary of Northwest Bancshares, Inc. (NASDAQ: NWBI), today announced that it has entered into a definitive agreement to sell its insurance business offered through

April 1, 2021 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

April 1, 2021 8-K

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

March 22, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 12, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 12, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

February 26, 2021 EX-10.10

Employment Agreement for Mark T. Reitzes

February 26, 2021 EX-4.2

Description of Registrant’s Securities

Exhibit 4.2 Description of Registrant?s Securities Unless otherwise indicated or the context otherwise requires, references in this Exhibit 4.2 to ?we, ?us? and ?our? refer collectively to Northwest Bancshares, Inc. and Northwest Bank or to any of those entities, depending on the context. In addition, we may refer to Northwest Bancshares, Inc. as ?Northwest Bancshares?. General We are authorized t

February 26, 2021 EX-21

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc.  Northwest Bank, a Pennsylvania-chartered savings bank  Northwest Bancorp Capital Trust III, a Delaware statutory business trust  Northwest Bancorp Statutory Trust IV, a Connecticut statutory b

Exhibit 21 Subsidiaries of Northwest Bancshares, Inc. ? Northwest Bank, a Pennsylvania-chartered savings bank ? Northwest Bancorp Capital Trust III, a Delaware statutory business trust ? Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust ? LNB Trust II, a Delaware statutory business trust ? Union National Capital Trust I, a Delaware statutory business trust ? Union Nation

February 26, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2020 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34582 NORTHWEST BANCSHARES, INC.

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment 4)* Northwest Bancshares, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment 4)* Northwest Bancshares, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 667340103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

February 12, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Northwest Bancshares Inc (Name of Issuer) Common Stock (Title of Class of Securities) 667340103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Northwest Bancshares Inc. Title of Class of Securities: Common Stock CUSIP Number: 667340103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is f

January 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2021 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

January 25, 2021 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Fourth Quarter 2020 Earnings and Quarterly Dividend Warren, Pennsylvania — J

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582

October 26, 2020 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Third Quarter 2020 Earnings and Quarterly Dividend Warren, Pennsylvania — Oc

October 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.)

September 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employe

September 16, 2020 EX-10.4

Annual Performance Award Plan

EXHIBIT 10.4 Northwest Bank Annual Performance Award Plan Purpose: –To attract, retain and motivate eligible employees Eligibility Requirements: –Certain positions at a specified level are eligible for consideration –Employed by the company for a minimum of six months of the fiscal year –Be actively employed by the company at the time of payment or retired between the last day of the fiscal year a

September 14, 2020 EX-99.1

Northwest Bancshares, Inc. Announces Branch Optimization Plan

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Branch Optimization Plan Warren, Pennsylvania – September 14, 2020 On September 14, 2020, Nor

September 14, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employe

September 9, 2020 EX-1.1

Underwriting Agreement, dated September 2, 2020, between Northwest Bancshares, Inc. and Piper Sandler & Co.

EX-1.1 Exhibit 1.1 EXECUTION VERSION $125,000,000 Aggregate Principal Amount of 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 Northwest Bancshares, Inc. UNDERWRITING AGREEMENT September 2, 2020 PIPER SANDLER & CO. 1251 Avenue of the Americas, 6th Floor New York, New York 10022 Ladies and Gentlemen: Northwest Bancshares, Inc., a Maryland corporation (the “Company”), proposes to issue and

September 9, 2020 EX-4.2

First Supplemental Indenture, dated September 9, 2020, between Northwest Bancshares, Inc. and U.S. Bank National Association, as Trustee

EX-4.2 Exhibit 4.2 NORTHWEST BANCSHARES, INC. Issuer And U.S. BANK NATIONAL ASSOCIATION Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 9, 2020 to the Indenture Dated as of September 9, 2020 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 9, 2020, between NORTHWEST BANCSHARES, INC., a Maryl

September 9, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2020 NORTHWEST BANCSHARES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-34582 27-0950358 (State or Other Jurisdiction of Incorporation) (Commi

September 9, 2020 EX-99.1

Good-Bye! (Leaving the SEC Website) This page is temporarily unavailable.

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 NORTHWEST BANCSHARES, INC. ANNOUNCES PRICING OF $125.0 MILLION SUBORDINATED NOTES OFFERING Warren, PA. – September 2, 2020 – Northwest Bancshares, Inc. (NASDAQ-GS: NW

September 9, 2020 EX-4.1

Indenture, dated September 9, 2020, between Northwest Bancshares, Inc. and U.S. Bank National Association, as Trustee

EX-4.1 Exhibit 4.1 NORTHWEST BANCSHARES, INC. Issuer And U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of September 9, 2020 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable

September 3, 2020 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Note Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 4.00% Fixed-to-Floating Rate

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) File No. 333-221674 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Note Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 $125,000,000 100% $125,000,000 $16,225 (1) Ca

September 2, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2020 NORTHWEST BANCSHARES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-34582 27-0950358 (State or Other Jurisdiction of Incorporation) (Commi

September 2, 2020 EX-99.1

The information contained in this presentation may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words “believe,” “anticipate,” “estimate,” “expect,” “project,” “target,” “goal” and similar ex

EX-99.1 Investor Presentation September 2, 2020 Exhibit 99.1 The information contained in this presentation may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words “believe,” “anticipate,” “estimate,” “expect,” “project,” “target,” “goal” and similar expressions are intended to identify forward-looking statements within the meaning of secti

September 2, 2020 FWP

Northwest Bancshares, Inc. 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 Term Sheet September 2, 2020

FWP Filed Pursuant to Rule 433 Registration Statement No. 333-221674 September 2, 2020 Northwest Bancshares, Inc. $125,000,000 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 Term Sheet September 2, 2020 The following information relates only to Northwest Bancshares’ offering (the “Offering”) of its 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 and should be read together with

September 2, 2020 424B5

SUBJECT TO COMPLETION DATED SEPTEMBER 2, 2020

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) File No. 333-221674 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities and are not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not per

August 7, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

July 27, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (I

July 27, 2020 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces Second Quarter 2020 Earnings and Quarterly Dividend Warren, Pennsylvania — J

July 2, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

July 2, 2020 EX-10.2

Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan

formofstockoptionawardag INCENTIVE STOCK OPTION AWARD AGREEMENT EXIBIT 10.2 STOCK OPTION Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2018 EQUITY INCENTIVE PLAN This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) whic

July 2, 2020 EX-10.1

Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan

formofstockoptionawarbb4 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT EXIBIT 10.1 STOCK OPTION Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2018 EQUITY INCENTIVE PLAN This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”)

July 1, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of i

June 25, 2020 EX-99

Exhibit 99

Exhibit 99 NORTHWEST BANK 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2019 and 2018 (With Report of Independent Registered Public Accounting Firm Thereon) NORTHWEST BANK 401(k) PLAN Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Statements of Net Assets Available for Benefits as of December 31, 2019 and 2018 2 Statements of Changes in N

June 25, 2020 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2019 OR o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 001-34582 A. Full title of the plan and the ad

May 11, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 OR ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-34582 NORT

April 27, 2020 EX-99.1

EARNINGS RELEASE

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. EARNINGS RELEASE FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726-2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726-2140 Northwest Bancshares, Inc. Announces First Quarter 2020 Earnings and Quarterly Dividend Warren, Pennsylvania — Ap

April 27, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction of incorporation) (Commission File No.) (

April 24, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

April 24, 2020 EX-99.1

EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726‐2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Off

exhibit991pressrelease42 EXHIBIT 99.1 PRESS RELEASE OF NORTHWEST BANCSHARES, INC. FOR IMMEDIATE RELEASE Contact: Ronald J. Seiffert, Chairman, President and Chief Executive Officer (814) 726‐2140 William W. Harvey, Jr., Senior Executive Vice President and Chief Financial Officer (814) 726‐2140 Northwest Bancshares, Inc. Completes Merger with MutualFirst Financial, Inc. Warren, Pennsylvania – April

April 22, 2020 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2020 Northwest Bancshares, Inc. (Exac

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

April 10, 2020 EX-10.2

NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR Louis J. Torchio This Agreement is made effective as of the 7th day of April, 2020 (“Effective Date”) by and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stoc

torchioemploymentagreeme NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR Louis J. Torchio This Agreement is made effective as of the 7th day of April, 2020 (“Effective Date”) by and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stock savings bank and Northwest Bancshares, Inc., a Maryland corporation (the “Company”), each with its principal administrative

April 10, 2020 EX-10.1

Employment Agreement for John J. Golding

goldingemploymentagreeme NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. EMPLOYMENT AGREEMENT FOR John J. Golding This Agreement is made effective as of the 7th day of April, 2020 (“Effective Date”) by and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stock savings bank and Northwest Bancshares, Inc., a Maryland corporation (the “Company”), each with its principal administrative

April 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

March 30, 2020 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

March 30, 2020 425

NWBI / Northwest Bancshares, Inc. 425 - Merger Prospectus - 425

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of

March 12, 2020 DEF 14A

Proxy Statement

DEF 14A 1 d840049ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

March 12, 2020 DEFA14A

NWBI / Northwest Bancshares, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 2, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2019 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34582 NORTHWEST BANCSHARES, INC.

March 2, 2020 EX-10.11

EX-10.11

EX-10.11 4 cic-torchio.htm EXHIBIT 10.11

March 2, 2020 EX-4

Description of Registrant’s Securities

Exhibit 4.2 Description of Registrant’s Securities Unless otherwise indicated or the context otherwise requires, references in this Exhibit 4.2 to “we, “us” and “our” refer collectively to Northwest Bancshares, Inc. and Northwest Bank or to any of those entities, depending on the context. In addition, we may refer to Northwest Bancshares, Inc. as “Northwest Bancshares”. General We are authorized t

March 2, 2020 EX-10.10

NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENT For JOHN J. GOLDING, EVP This Change in Control Agreement (the “Agreement”) is made effective as of June 30, 2019 (the “Effective Date”) by and between Northwest Bank, a Pennsy

EX-10.10 3 cic-golding.htm EXHIBIT 10.10 NORTHWEST BANK AND NORTHWEST BANCSHARES, INC. CHANGE IN CONTROL AGREEMENT For JOHN J. GOLDING, EVP This Change in Control Agreement (the “Agreement”) is made effective as of June 30, 2019 (the “Effective Date”) by and between Northwest Bank, a Pennsylvania-chartered stock savings bank (the “Bank”), and John J. Golding (the “Executive”). Any reference to “Co

February 13, 2020 EX-99

Franchise Overview February 2020 | Strictly Private & Confidential Adjust per JY markup Who Are We? Northwest at-a-glance Northwest Bancshares Inc. (“NWBI” NASDAQ) A network of offices across three states  Leading regional bank, based in Warren, PA,

EX-99 2 nwbi2019q4investorrelati.htm EXHIBIT 99 Franchise Overview February 2020 | Strictly Private & Confidential Adjust per JY markup Who Are We? Northwest at-a-glance Northwest Bancshares Inc. (“NWBI” NASDAQ) A network of offices across three states  Leading regional bank, based in Warren, PA, and founded in 1896  Substantial growth from $8.0bn in assets to $10.5bn in assets from 2009, the ye

February 13, 2020 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 Northwest Bancshares, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34582 27-0950358 (State or other jurisdiction (Commission File No.) (I.R.S. Employer

February 12, 2020 SC 13G/A

NWBI / Northwest Bancshares, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* NORTHWEST BANCSHARES INC (Name of Issuer) Common Stock (Title of Class of Securities) 667340103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 12, 2020 SC 13G/A

NWBI / Northwest Bancshares, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Northwest Bancshares Inc Title of Class of Securities: Common Stock CUSIP Number: 667340103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

February 12, 2020 SC 13G/A

NWBI / Northwest Bancshares, Inc. / Northwest Bancshares, Inc. - NORTHWEST BANCSHARES, INC. SCHEDULE 13G DECEMBER 31, 2019 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment 3)* Northwest Bancshares, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 667340103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r

January 29, 2020 424B3

MERGER PROPOSAL YOUR VOTE IS IMPORTANT

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-235669 MERGER PROPOSAL YOUR VOTE IS IMPORTANT Dear Fellow Stockholder: On October 29, 2019, the board of directors of MutualFirst Financial, Inc. (which we refer to as “MutualFirst Financial”) unanimously approved a merger agreement between MutualFirst Financial and Northwest Bancshares, Inc. (which we refer to as “North

January 28, 2020 SC 13G/A

NWBI / Northwest Bancshares, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Northwest Bancshares, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 667340103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

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