8-K

Northwest Bancshares, Inc. (NWBI)

8-K 2025-07-29 For: 2025-07-29
View Original
Added on April 04, 2026

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.R.S. Employer Identification No.)
3 Easton Oval Suite 500 Columbus Ohio 43219
--- --- --- ---
(Address of principal executive office) (Zip code)

(814) 726-2140

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, 0.01 Par Value NWBI NASDAQ Stock Market, LLC

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐

Item 2.02                                           Results of Operations and Financial Condition

On July 29, 2025, Northwest Bancshares, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025 (the "Press Release"), and posted on its website its second quarter 2025 supplemental earnings release presentation (the "Supplemental Earnings Release Presentation"). The Press Release and Supplemental Earnings Release Presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

The information in the preceding paragraph, as well as Exhibit 99.1 and Exhibit 99.2 referenced therein, is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01                                           Financial Statements and Exhibits

(a)                                 Not applicable

(b)                                 Not applicable

(c)                                  Not applicable

(d)                                 Exhibits

Exhibit No. Description
99.1 Press release dated July 29, 2025
99.2 Supplemental Earnings Release Presentation reviewed during the conference call
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

NORTHWEST BANCSHARES, INC.
Date: July 29, 2025 By: /s/ Douglas M. Schosser
Douglas M. Schosser
Chief Financial Officer

Document

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 we continue to manage our funding costs and maintain our loan yield

Noninterest income grew 9% over prior quarter

2Q25 adjusted (non-GAAP) net income of $38 million, or $0.30 per diluted share

Commercial C&I lending momentum continues with 19% growth in the last year

Columbus, Ohio — July 29, 2025

Northwest Bancshares, Inc., (the “Company”), (Nasdaq: NWBI) announced net income for the quarter ended June 30, 2025 of $34 million, or $0.26 per diluted share. This represents an increase of $29 million compared to the same quarter last year, when net income was $5 million, or $0.04 per diluted share, and a decrease of $10 million compared to the prior quarter, when net income was $43 million, or $0.34 per diluted share. The annualized returns on average shareholders’ equity and average assets for the quarter ended June 30, 2025 were 8.26% and 0.93% compared to 1.24% and 0.13% for the same quarter last year and 10.90% and 1.22% from the prior quarter.

Adjusted net income (non-GAAP) for the quarter ended June 30, 2025 was $38 million, or $0.30, per diluted share, which decreased by $6 million from $44 million, or $0.35, per diluted share, in the prior quarter. This decrease was primarily driven by an $8 million decrease in net interest income impacted by a large non-accrual interest income recovery in the prior quarter. The adjusted annualized returns on average shareholders’ equity (non-GAAP) and average assets (non-GAAP) for the quarter ended June 30, 2025 were 9.36% and 1.06% compared to 11.11% and 1.25% for the prior quarter.

The Company also announced that its Board of Directors declared a quarterly cash dividend of $0.20 per share payable on August 19, 2025 to shareholders of record as of August 8, 2025. This is the 123rd consecutive quarter in which the Company has paid a cash dividend. Based on the market value of the Company’s common stock as of June 30, 2025, this represents an annualized dividend yield of approximately 6.3%.

Louis J. Torchio, President and CEO, Northwest Bancshares commented, “I am pleased with our performance in the second quarter of 2025, as we continue to execute our strategy, delivering on our commitment to sustainable, responsible, and profitable growth. Overall, we built on our strong start to the year, with net interest margin expansion and revenue growth, and we continued to exercise prudent expense control, resulting in further improvements in our efficiency ratio.

“Despite a still unpredictable operating environment, I am confident and excited about Northwest’s prospects for the year ahead. Although we are always evaluating acquisition opportunities for additional scale and strategic benefits, with the Penns Woods acquisition and conversion just behind us, we are primarily focused on optimizing the operations and financial performance of the newly combined entity. We continue to enhance our capabilities, expand our footprint thru new branch openings, and provide personalized services and expertise to our customers and communities we serve.”

Balance Sheet Highlights

Dollars in thousands Change 2Q25 vs.
2Q25 1Q25 2Q24 1Q25 2Q24
Average loans receivable $ 11,248,954 11,176,516 11,368,749 0.6 % (1.1) %
Average investments 2,056,476 2,037,227 2,021,347 0.9 % 1.7 %
Average deposits 12,154,001 12,088,371 12,086,362 0.5 % 0.6 %
Average borrowed funds 208,342 224,122 323,191 (7.0) % (35.5) %

•Average loans receivable decreased $120 million from the quarter ended June 30, 2024 driven by our personal banking portfolio, which decreased by $265 million as cash flows from this portfolio were reinvested in our commercial portfolios. This was partially offset by growth in our commercial banking portfolio, which grew by $145 million in total, including a $332 million increase in our commercial and industrial portfolio as we have continued to build-out our commercial lending verticals. Compared to the first quarter of 2025, average loans receivable increased by $72 million with growth in our personal banking portfolio of $66 million.

•Average investments grew $35 million from the quarter ended June 30, 2024 and $19 million from the quarter ended March 31, 2025. The growth in average investments was primarily due to an increase in net portfolio purchases during the quarter to reach a normalized percentage of total assets for liquidity purposes.

•Average deposits grew $68 million from the quarter ended June 30, 2024 and $66 million from the quarter ended March 31, 2025. The growth in both periods was primarily driven by an increase in money market, interest-bearing checking and saving account balances partly due to customers shifting funds to these competitively priced products as their time deposits matured. These increases were partially offset by a decrease in brokered time deposit balances as growth in core deposits provided sufficient funding.

•Average borrowings decreased $115 million compared to the quarter end June 30, 2024 and decreased $16 million compared to the quarter ended March 31, 2025. The decrease in average borrowings from the prior year is primarily attributable to the strategic pay-down of wholesale borrowings with the proceeds from our investment portfolio restructuring in the second quarter of 2024.

Income Statement Highlights

Dollars in thousands Change 2Q25 vs.
2Q25 1Q25 2Q24 1Q25 2Q24
Interest income $ 171,570 180,595 166,854 (5.0) % 2.8 %
Interest expense 52,126 52,777 60,013 (1.2) % (13.1) %
Net interest income $ 119,444 127,818 106,841 (6.6) % 11.8 %
Net interest margin 3.56 % 3.87 % 3.20 %

Compared to the quarter ended June 30, 2024, net interest income increased $13 million and net interest margin increased to 3.56% from 3.20% for the quarter ended June 30, 2024. This increase in net interest income resulted primarily from:

•A $5 million increase in interest income that was the result of higher average yields, partly offset by lower average earning assets. The average yield on loans improved to 5.55% for the quarter ended June 30, 2025 from 5.47% for the quarter ended June 30, 2024. This increase was driven by a loan mix shift towards higher yielding commercial loans. The average yields on investments increased due to a portfolio restructuring completed in the second quarter of 2024.

•A $8 million decrease in interest expense was the result of a decline in the cost of deposits in conjunction with a decrease in the average balance of borrowings. The cost of interest-bearing liabilities decreased to 2.09% for the quarter ended June 30, 2025 from 2.40% for the quarter ended June 30, 2024.

Compared to the quarter ended March 31, 2025, net interest income decreased $8 million and net interest margin decreased to 3.56% for the quarter ended June 30, 2025 from 3.87%. This decrease in net interest income resulted from the following:

•A $9 million decrease in interest income driven by an interest recovery of $13.1 million on a non-accrual commercial loan payoff during the quarter ended March 31, 2025. This was partially offset by higher growth in the average loan balances and an increase on investments yields compared to the prior quarter. The average yield on loans decreased to 5.55% from 6.00% and average investment yields increased to 2.69% from 2.62% for the quarter ended March 31, 2025. The decrease in loan yields was impacted by the non-accrual interest recoveries in the prior quarter. Excluding this interest recovery, the yield on loans for the quarter ended March 31, 2025 was 5.52% and the net interest margin was 3.48%.

•A $1 million decrease in interest expense driven by lower interest expense on deposits as average cost declined compared to the prior quarter to 1.97% from 2.02% for the quarter ended March 31, 2025.

Dollars in thousands Change 2Q25 vs.
2Q25 1Q25 2Q24 1Q25 2Q24
Provision for credit losses - loans $ 11,456 8,256 2,169 38.8 % 428.2 %
Provision for credit losses - unfunded commitments (2,712) (345) (2,539) 686.1 % 6.8 %
Total provision for credit losses expense $ 8,744 7,911 (370) 10.5 % (2463.2) %

The total provision for credit losses for the quarter ended June 30, 2025 was $9 million primarily driven by downgrades and individual assessments within our commercial real estate portfolio offset by changes in the economic forecasts coupled with a decline in our reserves for unfunded commitments in the current period. This decline is based on the timing of origination and funding of commercial construction loans and lines of credit.

The Company saw an increase in classified loans to $518 million, or 4.57% of total loans, at June 30, 2025 from $257 million, or 2.26% of total loans, at June 30, 2024 and $279 million, or 2.49% of total loans, at March 31, 2025. This increase was driven by changes in our commercial real estate portfolio which increased $195 million.

Dollars in thousands Change 2Q25 vs.
2Q25 1Q25 2Q24 1Q25 2Q24
Noninterest income:
Loss on sale of investments $ (39,413) NA NA
Gain on sale of SBA loans 819 1,238 1,457 (33.8) % (43.8) %
Service charges and fees 15,797 14,987 15,527 5.4 % 1.7 %
Trust and other financial services income 7,948 7,910 7,566 0.5 % 5.0 %
Gain on real estate owned, net 258 84 487 207.1 % (47.0) %
Income from bank-owned life insurance 1,421 1,331 1,371 6.8 % 3.6 %
Mortgage banking income 1,075 696 901 54.5 % 19.3 %
Other operating income 3,620 2,109 3,255 71.6 % 11.2 %
Total noninterest income $ 30,938 28,355 (8,849) 9.1 % (449.6) %

Noninterest income increased $40 million from the quarter ended June 30, 2024 driven by a $39 million loss on the sale of investment securities in the prior year quarter. Excluding the loss on sale of securities, noninterest income was flat from the second quarter of 2024. Noninterest income increased by $3 million from the quarter ended March 31, 2025, due primarily to an increase in other operating income, driven by a gain on equity method investments, coupled with an increase in service charges and fees driven by commercial loan fees and deposit related fees based on customer activity.

Dollars in thousands Change 2Q25 vs.
2Q25 1Q25 2Q24 1Q25 2Q24
Noninterest expense:
Personnel expense $ 55,213 54,540 53,531 1.2 % 3.1 %
Non-personnel expense 42,327 37,197 38,889 13.8 % 8.8 %
Total noninterest expense $ 97,540 91,737 92,420 6.3 % 5.5 %

Noninterest expense increased from the quarter ended June 30, 2024 due to a $2 million increase in personnel expenses driven by an increase in core and incentive compensation coupled with an increase in non-personnel expense of $3 million due to merger and restructuring expenses in the current period.

Compared to the quarter ended March 31, 2025, noninterest expense increased due to an increase in non-personnel expense of $5 million due to merger and restructuring expenses in the quarter ended June 30, 2025.

Dollars in thousands Change 2Q25 vs.
2Q25 1Q25 2Q24 1Q25 2Q24
Income before income taxes $ 44,098 56,525 5,942 (22.0) % 642.1 %
Income tax expense 10,423 13,067 1,195 (20.2) % 772.2 %
Net income $ 33,675 43,458 4,747 (22.5) % 609.4 %

The provision for income taxes increased by $9 million from the quarter ended June 30, 2024 and decreased $3 million from the quarter ended March 31, 2025 primarily due to the quarterly change in income before income taxes.

Net income increased from the quarter ended June 30, 2024 and decreased from the quarter ended March 31, 2025 due to the factors discussed above.

Headquartered in Columbus, Ohio, Northwest Bancshares, Inc. is the bank holding company of Northwest Bank. Founded in 1896 Northwest Bank is a full-service financial institution offering a complete line of business and personal banking products, as well as employee benefits and wealth management services. As of June 30, 2025, Northwest operated 131 full-service financial centers and ten free standing drive-up facilities in Pennsylvania, New York, Ohio and Indiana. Northwest Bancshares, Inc.’s common stock is listed on The Nasdaq Stock Market LLC (“NWBI”). Additional information regarding Northwest Bancshares, Inc. and Northwest Bank can be accessed online at www.northwest.com.

Investor Contact: Michael Perry, Corporate Development & Strategy (814) 726-2140
Media Contact: Ian Bailey, External Communications (380) 400-2423

#                      #                      #

Forward-Looking Statements - This release may contain forward-looking statements with respect to the financial condition and results of operations of Northwest Bancshares, Inc. including, without limitation, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies or instability or breakdown in the financial services sector; (3) general economic conditions including inflation, an increase in non-performing loans or changes in monetary, fiscal, regulatory and tariff policies of the U.S. government; (4) changes in legislation or regulatory requirements, including as part of the regulatory reform agenda of the Trump administration; (5) difficulties in continuing to improve operating efficiencies; (6) difficulties in the integration of acquired businesses or the ability to complete sales transactions; (7) increased risk associated with commercial real-estate and business loans; (8) changes in liquidity, including the size and composition of our deposit portfolio; (9) reduction in the value of our goodwill and other intangible assets; and (10) the effect of any pandemic, war or act of terrorism. Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release, except as required by law.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

(dollars in thousands, except per share amounts)

June 30,<br>2025 December 31,<br>2024 June 30,<br>2024
Assets
Cash and cash equivalents $ 267,075 288,378 228,433
Marketable securities available-for-sale (amortized cost of $1,341,651, $1,278,665 and $1,202,354, respectively) 1,194,883 1,108,944 1,029,191
Marketable securities held-to-maturity (fair value of $628,936, $637,948 and $663,292, respectively) 719,561 750,586 784,208
Total cash and cash equivalents and marketable securities 2,181,519 2,147,908 2,041,832
Loans held-for-sale 13,104 76,331 9,445
Residential mortgage loans 3,052,126 3,178,269 3,315,303
Home equity loans 1,157,520 1,149,396 1,180,486
Consumer loans 2,211,275 1,995,085 2,080,058
Commercial real estate loans 2,782,404 2,849,862 3,026,958
Commercial loans 2,138,499 2,007,402 1,742,114
Total loans receivable 11,341,824 11,180,014 11,354,364
Allowance for credit losses (129,159) (116,819) (125,070)
Loans receivable, net 11,212,665 11,063,195 11,229,294
FHLB stock, at cost 17,809 21,006 20,842
Accrued interest receivable 46,987 46,356 48,739
Real estate owned, net 48 35 74
Premises and equipment, net 123,402 124,246 128,208
Bank-owned life insurance 255,708 253,137 253,890
Goodwill 380,997 380,997 380,997
Other intangible assets, net 1,897 2,837 3,954
Other assets 250,971 292,176 277,723
Total assets $ 14,485,107 14,408,224 14,385,553
Liabilities and shareholders’ equity
Liabilities
Noninterest-bearing demand deposits $ 2,643,099 2,621,415 2,581,699
Interest-bearing demand deposits 2,622,695 2,666,504 2,565,750
Money market deposit accounts 2,153,078 2,007,739 1,964,841
Savings deposits 2,211,509 2,171,251 2,148,727
Time deposits 2,570,648 2,677,645 2,826,362
Total deposits 12,201,029 12,144,554 12,087,379
Borrowed funds 198,008 200,331 242,363
Subordinated debt 114,713 114,538 114,364
Junior subordinated debentures 129,964 129,834 129,703
Advances by borrowers for taxes and insurance 47,865 42,042 52,271
Accrued interest payable 7,729 6,935 21,423
Other liabilities 143,731 173,134 181,452
Total liabilities 12,843,039 12,811,368 12,828,955
Shareholders’ equity
Preferred stock, $0.01 par value: 50,000,000 shares authorized, no shares issued
Common stock, $0.01 par value: 500,000,000 shares authorized, 127,842,403, 127,508,003 and 127,307,997 shares issued and outstanding, respectively 1,278 1,275 1,273
Additional paid-in capital 1,037,615 1,033,385 1,027,703
Retained earnings 699,049 673,110 657,706
Accumulated other comprehensive loss (95,874) (110,914) (130,084)
Total shareholders’ equity 1,642,068 1,596,856 1,556,598
Total liabilities and shareholders’ equity $ 14,485,107 14,408,224 14,385,553
Equity to assets 11.34 % 11.08 % 10.82 %
Tangible common equity to tangible assets* 8.93 % 8.65 % 8.37 %
Book value per share $ 12.84 12.52 12.23
Tangible book value per share* $ 9.85 9.51 9.20
Closing market price per share $ 12.78 13.19 11.55
Full time equivalent employees 1,998 1,956 1,991
Number of banking offices 141 141 139

*    Excludes goodwill and other intangible assets (non-GAAP). See reconciliation of non-GAAP financial measures for additional information relating to these items.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share amounts)

Quarter ended
June 30, 2025 March 31,<br>2025 December 31, 2024 September 30, 2024 June 30, 2024
Interest income:
Loans receivable $ 154,914 164,638 155,838 156,413 153,954
Mortgage-backed securities 12,154 11,730 11,515 10,908 9,426
Taxable investment securities 999 933 910 842 728
Tax-free investment securities 512 512 515 512 457
FHLB stock dividends 318 366 392 394 498
Interest-earning deposits 2,673 2,416 1,552 2,312 1,791
Total interest income 171,570 180,595 170,722 171,381 166,854
Interest expense:
Deposits 46,826 47,325 50,854 54,198 52,754
Borrowed funds 5,300 5,452 5,671 5,881 7,259
Total interest expense 52,126 52,777 56,525 60,079 60,013
Net interest income 119,444 127,818 114,197 111,302 106,841
Provision for credit losses - loans 11,456 8,256 15,549 5,727 2,169
Provision for credit losses - unfunded commitments (2,712) (345) 1,016 (852) (2,539)
Net interest income after provision for credit losses 110,700 119,907 97,632 106,427 107,211
Noninterest income:
Loss on sale of investments (39,413)
Gain on sale of SBA loans 819 1,238 822 667 1,457
Service charges and fees 15,797 14,987 15,975 15,932 15,527
Trust and other financial services income 7,948 7,910 7,485 7,924 7,566
Gain on real estate owned, net 258 84 238 105 487
Income from bank-owned life insurance 1,421 1,331 2,020 1,434 1,371
Mortgage banking income 1,075 696 224 744 901
Other operating income 3,620 2,109 13,299 1,027 3,255
Total noninterest income/(loss) 30,938 28,355 40,063 27,833 (8,849)
Noninterest expense:
Compensation and employee benefits 55,213 54,540 53,198 56,186 53,531
Premises and occupancy costs 7,122 8,400 7,263 7,115 7,464
Office operations 2,910 2,977 3,036 2,811 3,819
Collections expense 838 328 905 474 406
Processing expenses 12,973 13,990 15,361 14,570 14,695
Marketing expenses 3,018 1,880 2,327 2,004 2,410
Federal deposit insurance premiums 2,296 2,328 2,949 2,763 2,865
Professional services 3,990 2,756 3,788 3,302 3,728
Amortization of intangible assets 436 504 526 590 635
Merger, asset disposition and restructuring expense 6,244 1,123 2,850 43 1,915
Other expenses 2,500 2,911 3,123 909 952
Total noninterest expense 97,540 91,737 95,326 90,767 92,420
Income before income taxes 44,098 56,525 42,369 43,493 5,942
Income tax expense 10,423 13,067 9,619 9,875 1,195
Net income $ 33,675 43,458 32,750 33,618 4,747
Basic earnings per share $ 0.26 0.34 0.26 0.26 0.04
Diluted earnings per share $ 0.26 0.34 0.26 0.26 0.04
Weighted average common shares outstanding - diluted 128,114,509 128,299,013 127,968,910 127,714,511 127,199,039
Annualized return on average equity 8.26 % 10.90 % 8.20 % 8.50 % 1.24 %
Annualized return on average assets 0.93 % 1.22 % 0.91 % 0.93 % 0.13 %
Annualized return on average tangible common equity * 10.78 % 14.29 % 10.81 % 11.26 % 1.65 %
Efficiency ratio 64.86 % 58.74 % 61.80 % 65.24 % 94.31 %
Efficiency ratio, excluding certain items ** 60.42 % 57.70 % 59.61 % 64.78 % 65.41 %

*    Excludes goodwill and other intangible assets (non-GAAP). See reconciliation of non-GAAP financial measures for additional information relating to these items.

**    Excludes loss on sale of investments, amortization of intangible assets and merger, asset disposition and restructuring expenses (non-GAAP). See reconciliation of non-GAAP financial measures for additional information relating to these items.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share amounts)

Six months ended June 30,
2025 2024
Interest income:
Loans receivable $ 319,552 303,525
Mortgage-backed securities 23,884 17,370
Taxable investment securities 1,932 1,522
Tax-free investment securities 1,024 948
FHLB stock dividends 684 1,105
Interest-earning deposits 5,089 2,623
Total interest income 352,165 327,093
Interest expense:
Deposits 94,151 100,440
Borrowed funds 10,752 16,574
Total interest expense 104,903 117,014
Net interest income 247,262 210,079
Provision for credit losses - loans 19,712 6,403
Provision for credit losses - unfunded commitments (3,057) (3,338)
Net interest income after provision for credit losses 230,607 207,014
Noninterest income:
Loss on sale of investments (39,413)
Gain on sale of SBA loans 2,057 2,330
Service charges and fees 30,784 31,050
Trust and other financial services income 15,858 14,693
Gain on real estate owned, net 342 544
Income from bank-owned life insurance 2,752 2,873
Mortgage banking income 1,771 1,353
Other operating income 5,729 5,684
Total noninterest income 59,293 19,114
Noninterest expense:
Compensation and employee benefits 109,753 105,071
Premises and occupancy costs 15,522 15,091
Office operations 5,887 6,586
Collections expense 1,166 742
Processing expenses 26,963 29,420
Marketing expenses 4,898 4,559
Federal deposit insurance premiums 4,624 5,888
Professional services 6,746 7,793
Amortization of intangible assets 940 1,336
Merger, asset disposition and restructuring expense 7,367 2,870
Other expenses 5,411 3,088
Total noninterest expense 189,277 182,444
Income before income taxes 100,623 43,684
Income tax expense 23,490 9,774
Net income $ 77,133 33,910
Basic earnings per share $ 0.60 0.27
Diluted earnings per share $ 0.60 0.27
Weighted average common shares outstanding - diluted 128,347,141 127,345,379
Annualized return on average equity 9.56 % 4.41 %
Annualized return on average assets 1.08 % 0.47 %
Annualized return on tangible common equity * 12.51 % 5.88 %
Efficiency ratio 61.74 % 79.60 %
Efficiency ratio, excluding certain items ** 59.03 % 66.36 %

*    Excludes goodwill and other intangible assets (non-GAAP). See reconciliation of non-GAAP financial measures for additional information relating to these items.

**    Excludes loss on sale of investments, amortization of intangible assets and merger, asset disposition and restructuring expenses (non-GAAP). See reconciliation of non-GAAP financial measures for additional information relating to these items.

Northwest Bancshares, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures (Unaudited) *

(dollars in thousands, except per share amounts)

Quarter ended Six months ended June 30,
June 30, 2025 March 31,<br>2025 June 30, 2024 2025 2024
Reconciliation of net income to adjusted net income:
Net income (GAAP) $ 33,675 43,458 4,747 77,133 33,910
Non-GAAP adjustments
Add: merger, asset disposition and restructuring expense 6,244 1,123 1,915 7,367 2,870
Add: loss on the sale of investments 39,413 39,413
Less: tax benefit of non-GAAP adjustments (1,748) (314) (11,572) (2,063) (11,839)
Adjusted net income (non-GAAP) $ 38,171 44,267 34,503 82,437 64,354
Diluted earnings per share (GAAP) $ 0.26 0.34 0.04 0.60 0.27
Diluted adjusted earnings per share (non-GAAP) $ 0.30 0.35 0.27 0.64 0.51
Average equity $ 1,635,966 1,616,611 1,541,434 1,626,342 1,545,651
Average assets 14,468,197 14,402,483 14,458,592 14,435,522 14,433,602
Annualized return on average equity (GAAP) 8.26 % 10.90 % 1.24 % 9.56 % 4.41 %
Annualized return on average assets (GAAP) 0.93 % 1.22 % 0.13 % 1.08 % 0.47 %
Annualized return on average equity, excluding merger, asset disposition and restructuring expense and loss on the sale of investments, net of tax (non-GAAP) 9.36 % 11.11 % 9.00 % 10.22 % 8.37 %
Annualized return on average assets, excluding merger, asset disposition and restructuring expense and loss on sale of investments, net of tax (non-GAAP) 1.06 % 1.25 % 0.96 % 1.15 % 0.90 %

The following non-GAAP financial measures used by the Company provide information useful to investors in understanding our operating performance and trends, and facilitate comparisons with the performance of our peers. The following table summarizes the non-GAAP financial measures derived from amounts reported in the Company’s Consolidated Statements of Financial Condition.

June 30,<br>2025 December 31,<br>2024 June 30,<br>2024
Tangible common equity to assets
Total shareholders’ equity $ 1,642,068 1,596,856 1,556,598
Less: goodwill and intangible assets (382,894) (383,834) (384,951)
Tangible common equity $ 1,259,174 1,213,022 1,171,647
Total assets $ 14,485,107 14,408,224 14,385,553
Less: goodwill and intangible assets (382,894) (383,834) (384,951)
Tangible assets $ 14,102,213 14,024,390 14,000,602
Tangible common equity to tangible assets 8.93 % 8.65 % 8.37 %
Tangible book value per share
Tangible common equity $ 1,259,174 1,213,022 1,171,647
Common shares outstanding 127,842,403 127,508,003 127,307,997
Tangible book value per share 9.85 9.51 9.20

Northwest Bancshares, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures (Unaudited) *

(dollars in thousands, except per share amounts)

The following table summarizes the non-GAAP financial measures derived from amounts reported in the Company’s Consolidated Statements of Income.

Quarter ended Six months ended June 30,
June 30,<br>2025 March 31,<br>2025 December 31,<br>2024 September 30, 2024 June 30,<br>2024 2025 2024
Annualized return on average tangible common equity
Net income $ 33,675 43,458 32,750 33,618 4,747 77,133 33,910
Average shareholders’ equity 1,635,966 1,616,611 1,589,228 1,572,897 1,541,434 1,626,342 1,545,651
Less: average goodwill and intangible assets (383,152) (383,649) (384,178) (384,730) (385,364) (383,399) (385,701)
Average tangible common equity $ 1,252,814 1,232,962 1,205,050 1,188,167 1,156,070 1,242,943 1,159,950
Annualized return on average tangible common equity 10.78 % 14.29 % 10.81 % 11.26 % 1.65 % 12.51 % 5.88 %
Efficiency ratio, excluding loss on the sale of investments, amortization and merger, asset disposition and restructuring expenses
Non-interest expense $ 97,540 91,737 95,326 90,767 92,420 189,277 182,444
Less: amortization expense (436) (504) (526) (590) (635) (940) (1,336)
Less: merger, asset disposition and restructuring expenses (6,244) (1,123) (2,850) (43) (1,915) (7,367) (2,870)
Non-interest expense, excluding amortization and merger, assets disposition and restructuring expenses $ 90,860 90,110 91,950 90,134 89,870 180,970 178,238
Net interest income $ 119,444 127,818 114,197 111,302 106,841 247,262 210,079
Non-interest income 30,938 28,355 40,063 27,833 (8,849) 59,293 19,114
Add: loss on the sale of investments 39,413 39,413
Net interest income plus non-interest income, excluding loss on sale of investments $ 150,382 156,173 154,260 139,135 137,405 306,555 268,606
Efficiency ratio, excluding loss on sale of investments, amortization and merger, asset disposition and restructuring expenses 60.42 % 57.70 % 59.61 % 64.78 % 65.41 % 59.03 % 66.36 %

*    The table summarizes the Company’s results from operations on a GAAP basis and on an operating (non-GAAP) basis for the periods indicated. Operating results exclude merger, asset disposition and restructuring expense, amortization expense and loss on sale of investments. The net tax effect was calculated using statutory tax rates of approximately 28.0%. The Company believes this non-GAAP presentation provides a meaningful comparison of operational performance and facilitates a more effective evaluation and comparison of results to assess performance in relation to ongoing operations.

Northwest Bancshares, Inc. and Subsidiaries

Deposits (Unaudited)

(dollars in thousands)

Generally, deposits in excess of $250,000 per depositor are not insured by the Federal Deposit Insurance Corporation. The following table provides details regarding the Company’s uninsured deposits portfolio:

As of June 30, 2025
Balance Percent of <br>total deposits Number of <br>relationships
Uninsured deposits per the Call Report (1) $ 3,274,416 26.8 % 5,418
Less intercompany deposit accounts 1,322,820 10.8 % 12
Less collateralized deposit accounts 404,411 3.3 % 253
Uninsured deposits excluding intercompany and collateralized accounts $ 1,547,185 12.7 % 5,153

(1)      Uninsured deposits presented may be different from actual amounts due to titling of accounts.

Our largest uninsured depositor, excluding intercompany and collateralized deposit accounts, had an aggregate uninsured deposit balance of $39.5 million, or 0.24% of total deposits, as of June 30, 2025. Our top ten largest uninsured depositors, excluding intercompany and collateralized deposit accounts, had an aggregate uninsured deposit balance of $194 million, or 1.59% of total deposits, as of June 30, 2025. The average uninsured deposit account balance, excluding intercompany and collateralized accounts, was $300,249 as of June 30, 2025.

The following table provides additional details for the Company’s deposit portfolio:

As of June 30, 2025
Balance Percent of <br>total deposits Number of <br>accounts
Personal noninterest bearing demand deposits $ 1,385,555 11.4 % 284,252
Business noninterest bearing demand deposits 1,257,544 10.3 % 42,811
Personal interest-bearing demand deposits 1,345,985 11.0 % 54,853
Business interest-bearing demand deposits 1,276,710 10.5 % 7,425
Personal money market deposits 1,513,265 12.4 % 25,159
Business money market deposits 639,813 5.2 % 2,689
Savings deposits 2,211,509 18.1 % 175,659
Time deposits 2,570,648 21.1 % 77,685
Total deposits $ 12,201,029 100.0 % 670,533

Our average deposit account balance as of June 30, 2025 was $18,196. The Company’s insured cash sweep deposit balance was $608 million as of June 30, 2025.

Northwest Bancshares, Inc. and Subsidiaries

Regulatory Capital Requirements (Unaudited)

(dollars in thousands)

At June 30, 2025
Actual (1) Minimum capital<br>requirements (2) Well capitalized<br>requirements
Amount Ratio Amount Ratio Amount Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc. $ 1,756,799 16.32 % $ 1,130,037 10.50 % $ 1,076,226 10.00 %
Northwest Bank 1,521,646 14.15 % 1,129,018 10.50 % 1,075,255 10.00 %
Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,507,385 14.01 % 914,792 8.50 % 645,735 6.00 %
Northwest Bank 1,387,064 12.90 % 913,967 8.50 % 860,204 8.00 %
Common equity tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,381,410 12.84 % 753,358 7.00 % N/A N/A
Northwest Bank 1,387,064 12.90 % 752,679 7.00 % 698,916 6.50 %
Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc. 1,507,385 10.55 % 571,623 4.00 % N/A N/A
Northwest Bank 1,387,064 9.71 % 571,230 4.00 % 714,037 5.00 %

(1)     June 30, 2025 figures are estimated.

(2)    Amounts and ratios include the capital conservation buffer of 2.5%, which does not apply to Tier 1 capital to average assets (leverage ratio). For further information related to the capital conservation buffer, see “Item 1. Business - Supervision and Regulation” of our 2024 Annual Report on Form 10-K.

Northwest Bancshares, Inc. and Subsidiaries

Marketable Securities (Unaudited)

(dollars in thousands)

June 30, 2025
Marketable securities available-for-sale Amortized cost Gross unrealized<br>holding gains Gross unrealized<br>holding losses Fair value Weighted average duration
Debt issued by the U.S. government and agencies:
Due after ten years $ 43,461 (8,531) 34,930 5.91
Debt issued by government sponsored enterprises:
Due after one year through five years 84 (4) 80 1.11
Municipal securities:
Due after one year through five years 853 12 865 1.32
Due after five years through ten years 17,774 109 (1,772) 16,111 7.14
Due after ten years 50,029 25 (9,189) 40,865 9.79
Corporate debt issues:
Due after one year through five years 7,929 56 (67) 7,918 3.87
Due after five years through ten years 22,049 873 22,922 4.04
Mortgage-backed agency securities:
Fixed rate pass-through 265,566 1,452 (13,350) 253,668 6.42
Variable rate pass-through 3,309 55 (2) 3,362 3.54
Fixed rate agency CMOs 887,740 1,996 (118,226) 771,510 4.38
Variable rate agency CMOs 42,857 30 (235) 42,652 4.99
Total mortgage-backed agency securities 1,199,472 3,533 (131,813) 1,071,192 4.88
Total marketable securities available-for-sale $ 1,341,651 4,608 (151,376) 1,194,883 5.08
Marketable securities held-to-maturity
Government sponsored
Due in one year or less $ 16,477 (381) 16,096 0.73
Due after one year through five years 107,986 (10,215) 97,771 3.46
Mortgage-backed agency securities:
Fixed rate pass-through 125,996 (15,293) 110,703 4.48
Variable rate pass-through 346 3 349 4.81
Fixed rate agency CMOs 468,228 (64,736) 403,492 5.56
Variable rate agency CMOs 528 (3) 525 4.18
Total mortgage-backed agency securities 595,098 3 (80,032) 515,069 5.33
Total marketable securities held-to-maturity $ 719,561 3 (90,628) 628,936 4.95

Northwest Bancshares, Inc. and Subsidiaries

Asset Quality (Unaudited)

(dollars in thousands)

June 30,<br>2025 March 31,<br>2025 December 31,<br>2024 September 30,<br>2024 June 30,<br>2024
Nonaccrual loans:
Residential mortgage loans $ 8,482 7,025 6,951 7,541 6,403
Home equity loans 3,507 3,004 3,332 4,041 4,055
Consumer loans 4,418 5,201 5,028 5,205 4,609
Commercial real estate loans 62,091 31,763 36,967 43,471 74,972
Commercial loans 23,896 11,757 9,123 16,570 12,120
Total nonaccrual loans 102,394 58,750 61,401 76,828 102,159
Loans 90 days past due and still accruing 493 603 656 1,045 2,511
Nonperforming loans 102,887 59,353 62,057 77,873 104,670
Real estate owned, net 48 80 35 76 74
Other nonperforming assets (1) 16,102 16,102
Nonperforming assets $ 102,935 75,535 78,194 77,949 104,744
Nonperforming loans to total loans 0.91 % 0.53 % 0.56 % 0.69 % 0.92 %
Nonperforming assets to total assets 0.71 % 0.52 % 0.54 % 0.54 % 0.73 %
Allowance for credit losses to total loans 1.14 % 1.09 % 1.04 % 1.11 % 1.10 %
Allowance for credit losses to nonperforming loans 125.53 % 206.91 % 188.24 % 161.56 % 119.49 %

(1) Other nonperforming assets includes nonaccrual loans held-for-sale.

Northwest Bancshares, Inc. and Subsidiaries

Loans by Credit Quality Indicators (Unaudited)

(dollars in thousands)

At June 30, 2025 Pass Special<br>   mention * Substandard ** Doubtful Loss Loans<br>receivable
Personal Banking:
Residential mortgage loans $ 3,039,809 12,317 3,052,126
Home equity loans 1,153,808 3,712 1,157,520
Consumer loans 2,206,363 4,912 2,211,275
Total Personal Banking 6,399,980 20,941 6,420,921
Commercial Banking:
Commercial real estate loans 2,266,057 112,852 403,495 2,782,404
Commercial loans 1,956,751 87,951 93,797 2,138,499
Total Commercial Banking 4,222,808 200,803 497,292 4,920,903
Total loans $ 10,622,788 200,803 518,233 11,341,824
At March 31, 2025
Personal Banking:
Residential mortgage loans $ 3,110,770 10,877 3,121,647
Home equity loans 1,138,367 3,210 1,141,577
Consumer loans 2,075,719 5,750 2,081,469
Total Personal Banking 6,324,856 19,837 6,344,693
Commercial Banking:
Commercial real estate loans 2,497,722 86,779 208,233 2,792,734
Commercial loans 1,964,699 63,249 51,070 2,079,018
Total Commercial Banking 4,462,421 150,028 259,303 4,871,752
Total loans $ 10,787,277 150,028 279,140 11,216,445
At December 31, 2024
Personal Banking:
Residential mortgage loans $ 3,167,447 10,822 3,178,269
Home equity loans 1,145,856 3,540 1,149,396
Consumer loans 1,989,479 5,606 1,995,085
Total Personal Banking 6,302,782 19,968 6,322,750
Commercial Banking:
Commercial real estate loans 2,571,915 72,601 205,346 2,849,862
Commercial loans 1,923,382 37,063 46,957 2,007,402
Total Commercial Banking 4,495,297 109,664 252,303 4,857,264
Total loans $ 10,798,079 109,664 272,271 11,180,014
At September 30, 2024
Personal Banking:
Residential mortgage loans $ 3,237,357 11,431 3,248,788
Home equity loans 1,162,951 4,251 1,167,202
Consumer loans 1,992,110 5,922 1,998,032
Total Personal Banking 6,392,418 21,604 6,414,022
Commercial Banking:
Commercial real estate loans 2,634,987 87,693 271,699 2,994,379
Commercial loans 1,808,433 51,714 26,640 1,886,787
Total Commercial Banking 4,443,420 139,407 298,339 4,881,166
Total loans $ 10,835,838 139,407 319,943 11,295,188
At June 30, 2024
Personal Banking:
Residential mortgage loans $ 3,303,603 11,700 3,315,303
Home equity loans 1,176,187 4,299 1,180,486
Consumer loans 2,074,869 5,189 2,080,058
Total Personal Banking 6,554,659 21,188 6,575,847
Commercial Banking:
Commercial real estate loans 2,682,086 130,879 213,993 3,026,958
Commercial loans 1,673,052 47,400 21,662 1,742,114
Total Commercial Banking 4,355,138 178,279 235,655 4,769,072
Total loans $ 10,909,797 178,279 256,843 11,344,919

*    Includes $4.0 million, $4.7 million, $2.7 million, $2.9 million, and $2.5 million of acquired loans at June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024, and June 30, 2024, respectively.

**    Includes $19.2 million, $18.0 million, $19.8 million, $26.0 million, and $24.3 million of acquired loans at June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024, and June 30, 2024, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Loan Delinquency (Unaudited)

(dollars in thousands)

June 30, 2025 * March 31, 2025 * December 31, <br>2024 * September 30, <br>2024 * June 30, <br>2024 *
Loans delinquent 30 days to 59 days:
Residential mortgage loans $ 561 % $ 32,840 1.0 % $ 28,690 0.9 % $ 685 % $ 616 %
Home equity loans 4,664 0.4 % 3,882 0.3 % 5,365 0.5 % 3,907 0.3 % 3,771 0.3 %
Consumer loans 9,174 0.4 % 8,792 0.4 % 11,102 0.6 % 10,777 0.5 % 10,372 0.5 %
Commercial real estate loans 4,585 0.2 % 8,536 0.3 % 5,215 0.2 % 5,919 0.2 % 4,310 0.1 %
Commercial loans 5,569 0.3 % 6,841 0.3 % 5,632 0.3 % 3,260 0.2 % 4,366 0.3 %
Total loans delinquent 30 days to 59 days $ 24,553 0.2 % $ 60,891 0.5 % $ 56,004 0.5 % $ 24,548 0.2 % $ 23,435 0.2 %
Loans delinquent 60 days to 89 days:
Residential mortgage loans $ 8,958 0.3 % $ 3,074 0.1 % $ 10,112 0.3 % $ 9,027 0.3 % $ 8,223 0.2 %
Home equity loans 985 0.1 % 1,290 0.1 % 1,434 0.1 % 882 0.1 % 1,065 0.1 %
Consumer loans 3,233 0.1 % 2,808 0.1 % 3,640 0.2 % 3,600 0.2 % 3,198 0.2 %
Commercial real estate loans 13,240 0.5 % 2,001 0.1 % 915 % 7,643 0.3 % 3,155 0.1 %
Commercial loans 2,031 0.1 % 2,676 0.1 % 1,726 0.1 % 753 % 8,732 0.5 %
Total loans delinquent 60 days to 89 days $ 28,447 0.3 % $ 11,849 0.1 % $ 17,827 0.2 % $ 21,905 0.2 % $ 24,373 0.2 %
Loans delinquent 90 days or more: **
Residential mortgage loans $ 6,905 0.2 % $ 4,005 0.1 % $ 4,931 0.2 % $ 5,370 0.2 % $ 5,553 0.2 %
Home equity loans 1,879 0.2 % 1,893 0.2 % 2,250 0.2 % 2,558 0.2 % 2,506 0.2 %
Consumer loans 3,486 0.2 % 4,026 0.2 % 3,967 0.2 % 3,983 0.2 % 3,012 0.1 %
Commercial real estate loans 41,875 1.5 % 23,433 0.8 % 7,702 0.3 % 6,167 0.2 % 6,034 0.2 %
Commercial loans 10,433 0.5 % 5,994 0.3 % 7,335 0.4 % 14,484 0.8 % 3,385 0.2 %
Total loans delinquent 90 days or more $ 64,578 0.6 % $ 39,351 0.3 % $ 26,185 0.2 % $ 32,562 0.3 % $ 20,490 0.2 %
Total loans delinquent $ 117,578 1.0 % $ 112,091 1.0 % $ 100,016 0.9 % $ 79,015 0.7 % $ 68,298 0.6 %

*    Represents delinquency, in dollars, divided by the respective total amount of that type of loan outstanding.

**    Includes purchased credit deteriorated loans of $0.3 million, $0.2 million, $0.2 million, $0.2 million, and $0.1 million at June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024, and June 30, 2024, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Allowance for Credit Losses (Unaudited)

(dollars in thousands)

Quarter ended
June 30,<br>2025 March 31,<br>2025 December 31,<br>2024 September 30,<br>2024 June 30,<br>2024
Beginning balance $ 122,809 116,819 125,813 125,070 124,897
Provision 11,456 8,256 15,549 5,727 2,169
Charge-offs residential mortgage (273) (588) (176) (255) (252)
Charge-offs home equity (413) (273) (197) (890) (237)
Charge-offs consumer (3,331) (3,805) (4,044) (3,560) (2,561)
Charge-offs commercial real estate (293) (116) (13,997) (475) (500)
Charge-offs commercial (3,597) (571) (10,400) (1,580) (1,319)
Recoveries 2,801 3,087 4,271 1,776 2,873
Ending balance $ 129,159 122,809 116,819 125,813 125,070
Net charge-offs to average loans, annualized 0.18 % 0.08 % 0.87 % 0.18 % 0.07 %
Six months ended June 30,
--- --- --- --- --- ---
2025 2024
Beginning balance $ 116,819 125,243
Provision 19,712 6,403
Charge-offs residential mortgage (861) (414)
Charge-offs home equity (686) (649)
Charge-offs consumer (7,136) (7,134)
Charge-offs commercial real estate (409) (849)
Charge-offs commercial (4,168) (2,482)
Recoveries 5,888 4,952
Ending balance $ 129,159 125,070
Net charge-offs to average loans, annualized 0.13 % 0.12 %

Northwest Bancshares, Inc. and Subsidiaries

Average Balance Sheet (Unaudited)

(dollars in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.

Quarter ended
June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024
Average<br>balance Interest Avg. yield/ cost Average<br>balance Interest Avg.<br>yield/<br>cost Average<br>balance Interest Avg.<br>yield/<br>cost Average<br>balance Interest Avg.<br>yield/<br>cost Average<br>balance Interest Avg.<br>yield/<br>cost
Assets:
Interest-earning assets:
Residential mortgage loans $ 3,091,324 29,978 3.88 % $ 3,155,738 30,394 3.85 % $ 3,215,596 31,107 3.87 % $ 3,286,316 31,537 3.84 % $ 3,342,749 32,182 3.85 %
Home equity loans 1,145,655 16,265 5.69 % 1,139,728 16,164 5.75 % 1,154,456 16,801 5.79 % 1,166,866 17,296 5.90 % 1,183,497 17,303 5.88 %
Consumer loans 2,073,103 28,648 5.54 % 1,948,230 26,273 5.47 % 1,918,356 26,293 5.45 % 1,955,988 26,034 5.29 % 2,048,396 26,334 5.17 %
Commercial real estate loans 2,836,757 43,457 6.06 % 2,879,607 56,508 7.85 % 2,983,946 46,933 6.15 % 2,995,032 47,473 6.31 % 3,023,762 45,658 5.97 %
Commercial loans 2,102,115 37,287 7.02 % 2,053,213 36,012 7.02 % 1,932,427 35,404 7.17 % 1,819,400 34,837 7.62 % 1,770,345 33,229 7.43 %
Total loans receivable (a) (b) (d) 11,248,954 155,635 5.55 % 11,176,516 165,351 6.00 % 11,204,781 156,538 5.56 % 11,223,602 157,177 5.57 % 11,368,749 154,706 5.47 %
Mortgage-backed securities (c) 1,790,423 12,154 2.72 % 1,773,402 11,730 2.65 % 1,769,151 11,514 2.60 % 1,735,728 10,908 2.51 % 1,734,085 9,426 2.17 %
Investment securities (c) (d) 266,053 1,668 2.51 % 263,825 1,599 2.43 % 264,840 1,575 2.38 % 263,127 1,504 2.29 % 287,262 1,316 1.83 %
FHLB stock, at cost 17,838 318 7.15 % 20,862 366 7.11 % 21,237 392 7.35 % 20,849 394 7.51 % 25,544 498 7.84 %
Other interest-earning deposits 220,416 2,673 4.85 % 243,412 2,416 3.97 % 132,273 1,554 4.60 % 173,770 2,312 5.29 % 135,520 1,791 5.23 %
Total interest-earning assets 13,543,684 172,448 5.11 % 13,478,017 181,462 5.46 % 13,392,282 171,573 5.10 % 13,417,076 172,295 5.11 % 13,551,160 167,737 4.98 %
Noninterest-earning assets (e) 924,513 924,466 930,582 934,593 907,432
Total assets $ 14,468,197 $ 14,402,483 $ 14,322,864 $ 14,351,669 $ 14,458,592
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits $ 2,212,175 6,521 1.18 % $ 2,194,305 6,452 1.19 % $ 2,152,955 6,549 1.21 % $ 2,151,933 6,680 1.23 % $ 2,144,278 5,957 1.12 %
Interest-bearing demand deposit 2,609,887 7,192 1.11 % 2,593,228 7,063 1.10 % 2,636,279 7,894 1.19 % 2,567,682 7,452 1.15 % 2,555,863 6,646 1.05 %
Money market deposit accounts 2,121,088 9,658 1.83 % 2,082,948 9,306 1.81 % 1,980,769 8,880 1.78 % 1,966,684 9,170 1.85 % 1,957,990 8,601 1.77 %
Time deposits 2,599,254 23,455 3.62 % 2,629,388 24,504 3.78 % 2,671,343 27,531 4.10 % 2,830,737 30,896 4.34 % 2,832,720 31,550 4.48 %
Total interesting bearing deposits (g) 9,542,404 46,826 1.97 % 9,499,869 47,325 2.02 % 9,441,346 50,854 2.14 % 9,517,036 54,198 2.27 % 9,490,851 52,754 2.24 %
Borrowed funds (f) 208,342 2,046 3.94 % 224,122 2,206 3.99 % 222,506 2,246 4.02 % 220,677 2,266 4.09 % 323,191 3,662 4.56 %
Subordinated debt 114,661 1,148 4.00 % 114,576 1,148 4.01 % 114,488 1,148 4.01 % 114,396 1,148 4.01 % 114,308 1,148 4.02 %
Junior subordinated debentures 129,921 2,106 6.41 % 129,856 2,098 6.46 % 129,791 2,277 6.87 % 129,727 2,467 7.56 % 129,663 2,449 7.47 %
Total interest-bearing liabilities 9,995,328 52,126 2.09 % 9,968,423 52,777 2.15 % 9,908,131 56,525 2.27 % 9,981,836 60,079 2.39 % 10,058,013 60,013 2.40 %
Noninterest-bearing demand deposits (g) 2,611,597 2,588,502 2,587,071 2,579,775 2,595,511
Noninterest-bearing liabilities 225,306 228,947 238,434 217,161 263,634
Total liabilities 12,832,231 12,785,872 12,733,636 12,778,772 12,917,158
Shareholders’ equity 1,635,966 1,616,611 1,589,228 1,572,897 1,541,434
Total liabilities and shareholders’ equity $ 14,468,197 $ 14,402,483 $ 14,322,864 $ 14,351,669 $ 14,458,592
Net interest income/Interest rate spread FTE 120,322 3.02 % 128,685 3.31 % 115,048 2.83 % 112,216 2.72 % 107,724 2.58 %
Net interest-earning assets/Net interest margin FTE $ 3,548,356 3.56 % $ 3,509,594 3.87 % $ 3,484,151 3.42 % $ 3,435,240 3.33 % $ 3,493,147 3.20 %
Tax equivalent adjustment (d) 878 867 851 914 883
Net interest income, GAAP basis 119,444 127,818 114,197 111,302 106,841
Ratio of interest-earning assets to interest-bearing liabilities 1.36X 1.35X 1.35X 1.34X 1.35X

(a)    Average gross loans receivable includes loans held as available-for-sale and loans placed on nonaccrual status.

(b)    Interest income includes accretion/amortization of deferred loan fees/expenses, which was not material.

(c)    Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.

(d)    Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent (“FTE”) basis.

(e)     Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.

(f)    Average balances include FHLB borrowings and collateralized borrowings.

(g)    Average cost of total deposits were 1.55%, 1.59%, 1.68%, 1.78%, and 1.76%, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Average Balance Sheet (Unaudited)

(in thousands)

The following table sets forth certain information relating to the Company’s average balance sheet and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are calculated using daily averages.

Six months ended June 30,
2025 2024
Average<br>balance Interest Avg.<br>yield/<br>cost (h) Average<br>balance Interest Avg.<br>yield/<br>cost (h)
Assets
Interest-earning assets:
Residential mortgage loans $ 3,123,353 60,372 3.87 % $ 3,367,636 64,855 3.85 %
Home equity loans 1,142,708 32,429 5.72 % 1,194,385 34,596 5.83 %
Consumer loans 2,011,012 54,921 5.51 % 2,041,008 51,367 5.06 %
Commercial real estate loans 2,858,064 99,973 6.96 % 3,011,493 89,066 5.85 %
Commercial loans 2,077,799 73,299 7.02 % 1,742,506 65,083 7.39 %
Loans receivable (a) (b) (d) 11,212,936 320,994 5.77 % 11,357,028 304,967 5.40 %
Mortgage-backed securities (c) 1,781,959 23,884 2.68 % 1,725,696 17,370 2.01 %
Investment securities (c) (d) 264,945 3,269 2.47 % 310,507 2,742 1.77 %
FHLB stock, at cost 19,342 684 7.13 % 28,897 1,105 7.69 %
Other interest-earning deposits 231,914 5,089 4.36 % 99,252 2,623 5.23 %
Total interest-earning assets 13,511,096 353,920 5.28 % 13,521,380 328,807 4.89 %
Noninterest-earning assets (e) 924,426 912,222
Total assets $ 14,435,522 $ 14,433,602
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits $ 2,203,289 12,973 1.19 % $ 2,133,157 10,993 1.04 %
Interest-bearing demand deposits 2,601,604 14,255 1.10 % 2,547,343 12,048 0.95 %
Money market deposit accounts 2,102,124 18,964 1.82 % 1,959,661 16,514 1.69 %
Time deposits 2,614,238 47,959 3.70 % 2,765,351 60,885 4.43 %
Total interesting bearing deposits (g) 9,521,255 94,151 1.99 % 9,405,512 100,440 2.15 %
Borrowed funds (f) 216,189 4,252 3.97 % 396,444 9,370 4.75 %
Subordinated debt 114,618 2,296 4.01 % 114,267 2,296 4.02 %
Junior subordinated debentures 129,889 4,204 6.44 % 129,630 4,908 7.49 %
Total interest-bearing liabilities 9,981,951 104,903 2.12 % 10,045,853 117,014 2.34 %
Noninterest-bearing demand deposits (g) 2,600,113 2,581,646
Noninterest-bearing liabilities 227,116 260,452
Total liabilities 12,809,180 12,887,951
Shareholders’ equity 1,626,342 1,545,651
Total liabilities and shareholders’ equity $ 14,435,522 $ 14,433,602
Net interest income/Interest rate spread 249,017 3.16 % 211,793 2.55 %
Net interest-earning assets/Net interest margin $ 3,529,145 3.72 % $ 3,475,527 3.15 %
Tax equivalent adjustment (d) 1,755 1,714
Net interest income, GAAP basis 247,262 210,079
Ratio of interest-earning assets to interest-bearing liabilities 1.35X 1.35X

(a)Average gross loans receivable includes loans held as available-for-sale and loans placed on nonaccrual status.

(b)Interest income includes accretion/amortization of deferred loan fees/expenses, which were not material.

(c)Average balances do not include the effect of unrealized gains or losses on securities held as available-for-sale.

(d)Interest income on tax-free investment securities and tax-free loans are presented on a fully taxable equivalent (“FTE”) basis.

(e)Average balances include the effect of unrealized gains or losses on securities held as available-for-sale.

(f)Average balances include FHLB borrowings and collateralized borrowings.

(g)Average cost of deposits were 1.57% and 1.69%, respectively.

18

nwbiq225earningspresenta

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 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 section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward- looking statements include but are not limited to: statements of our goals, intentions and expectations; statements regarding our financial condition and results of operations, including statements related to our earnings outlook; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward- looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including but not limited to the following: the possibility that any of the anticipated benefits of the merger with Penns Woods will not be realized or will not be realized within the expected time period; inflation and changes in the interest rate environment that reduce our margins, our loan origination, or the fair value of financial instruments; changes in asset quality, including increases in default rates on loans and higher levels of nonperforming loans and loan charge-offs generally; changes in laws, government regulations or supervision, examination and enforcement priorities affecting financial institutions, including as part of the regulatory reform agenda of the Trump administration, as well as changes in regulatory fees and capital requirements; changes in federal, state, or local tax laws and tax rates; general economic conditions, either nationally or in our market areas, that are different than expected, including inflationary or recessionary pressures or those related to changes in monetary, fiscal, regulatory and tariff policies of the U.S. government, including policies of the U.S. Department of Treasury and Board of Governors of the Federal Reserve System; adverse changes in the securities and credit markets; instability or breakdown in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil; cyber-security concerns, including an interruption or breach in the security of our website or other information systems; technological changes that may be more difficult or expensive than expected; changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio; the ability of third-party providers to perform their obligations to us; competition among depository and other financial institutions, including with respect to deposit gathering, service charges and fees; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to manage our internal growth and our ability to successfully integrate acquired entities, businesses or branch offices; changes in consumer spending, borrowing and savings habits; our ability to continue to increase and manage our commercial and personal loans; possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises; changes in the value of our goodwill or other intangible assets; the impact of the economy on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities; our ability to receive regulatory approvals for proposed transactions or new lines of business; the effects of any federal government shutdown or the inability of the federal government to manage debt limits; changes in the financial performance and/or condition of our borrowers; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) and other accounting standard setters; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost-effective funding; the effect of global or national war, conflict, or terrorism; our ability to manage market risk, credit risk and operational risk; the disruption to local, regional, national and global economic activity caused by infectious disease outbreaks, and the significant impact that any such outbreaks may have on our growth, operations and earnings; the effects of natural disasters and extreme weather events; changes in our ability to continue to pay dividends, either at current rates or at all; our ability to retain key employees; and our compensation expense associated with equity allocated or awarded to our employees. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These and other risk factors are more fully described in this presentation and in the Northwest Bancshares, Inc. (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2024 under the section entitled "Item 1A - Risk Factors," and from time to time in other filings made by the Company with the SEC. These forward-looking statements speak only at the date of the presentation. The Company expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Company’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based. Use of Non-GAAP Financial Measures This presentation contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management uses these “non-GAAP” measures in its analysis of the Company’s performance. Management believes these non-GAAP financial measures allow for better comparability of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. See the end of this presentation for reconciliations of non- GAAP financial measures to the most directly comparable GAAP measures where applicable. 2


FOUNDED 1896 TOTAL ASSETS $14.5B TOTAL DEPOSITS $12.2B TOTAL LOANS $11.3B FINANCIAL CENTERS 131 ROA 0.93% ROE 8.26% NIM* 3.56% Northwest Bancshares At-A-Glance Diluted EPS $0.26 For the quarter ended June 30, 2025 Diluted EPS $0.30 * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. (non-GAAP)* 3


TOTAL ASSETS(1) $16.8B TOTAL DEPOSITS(1) $13.9B TOTAL LOANS(1) $13.2B FOUNDED 1896 FINANCIAL CENTERS 151 Post Merger Metrics At-A-Glance July 28, 2025 4(1) Data for quarter ended June 30, 2025


$14.5 $2.3 Penns Woods Acquisition Update • Successfully closed merger on 7/25/25 and completed customer and data conversion over the weekend of July 26th and 27th • All Penns Woods financial centers rebranded and now operate under the Northwest Bank name • All personnel, technology and operations decisions made and communicated to ensure best positioning for customer retention and for future growth Merger Update Category Expectations at Announcement Actual Results and Updated Expectations at Closing Closing Date 3Q 2025 7/25/2025 NWBI Stock Price $14.44 $12.63 Equity Consideration Paid $260.2MM $230.2MM TBV Dilution [GAAP] -9.0% Accretive TBV Earn-back 2.9 Years Accretive 2026 EPS Accretion(1) 23.4% On Target Loan Marks $122.7MM(2) Lower Interest Rate Mark Core Deposit Intangibles $44.0MM On Target 2026 Cost Savings $13MM(3) (40% of PWOD NIE) On Target Pre-tax One-Time Merger 2Charge (non-capitalized) $36.2MM On Target TCE/TA 7.6% Accretive $7.7 $1.2 $8.1 $1.6 $11.7 $2.1 (1). Assumed transaction closed on July 1, 2025, cost savings are 75% phased-in during the first full year of operations and excluded a one-time deal cost (3). Cost savings assumed to be 75% realized in 2026, 100% thereafter (18 Branches) $9.9 $0.6 $ Billions Disciplined but Opportunistic Growth NWBI Assets Acquired Assets (2). Includes gross loan credit mark and interest rate mark 5


Funding Cost 2Q 2025 Highlights: Balance Sheet Management Revenue Growth Credit Cost $14.5B Q2 Total Assets $150MM Q2 Total Revenue 1.55% Q2 Cost of Deposits 0.18% Q2 Annualized Net Charge-offs to Average Loans +19% YOY Commercial C&I Loan Growth +53.5% YOY Revenue Growth 2.09% Q2 Cost of Funds 1.14% Q2 Allowance for Credit Losses Coverage Delivered strong progress on balance mix shift, with C&I momentum continuing Higher average loan yields and reduced deposit costs drove strong revenue growth and NIM performance Cost of deposits and cost of funds improved for the 4th consecutive quarter Credit losses continued to perform below normalized levels with increased ACL coverage 6


2Q 2025 Highlights: • Loans grew $72 million QoQ with a continued focus on re-mixing the portfolio and profitable growth • Net interest margin improved to 3.56% from 3.48% last quarter after adjusting for a 39 bps interest recovery benefit in 1Q25 • Noninterest income increased by $2.6 million or 9.1% QoQ driven by an increase in other operating income • Revenue increased 53.5% YoY as 2Q24 included a $39.4 million loss on securities portfolio restructuring 2Q25 QoQ Δ YOY Δ EPS $.26 -$.08 $.22 EPS Adj.* $.30 -$.05 $.03 Net Interest Income $119.4 -6.6% 11.8% Noninterest Income $30.9 9.1% NA*(1) Revenue $150.4 -3.7% 53.5% Noninterest Expense $97.5 6.3% 5.5% Pre-Tax Pre-Provision Net Revenue* As Adjusted(2) $59.1 -9.9% 26.0% Provision for Credit Losses $11.5 38.8% 428.2% CET1 Ratio** 12.8% -10 Bps -34 Bps Efficiency Ratio* 60.42% 272 Bps -499 Bps ROTCE* 10.78% -351 Bps 913 Bps Tangible Book Value per Common Share* $9.85 1.0% 7.1% * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. ** 2Q25 CET1 figures are estimated (1) NA- 2Q24 included a $39.4MM loss on securities portfolio restructuring (2) As Adjusted- 2Q25 adjusted for merger and restructuring costs. 2Q24 adjusted for $39.4MM loss on securities portfolio restructuring and merger and restructuring cost 7


$6.6 $6.4 $6.3 $6.2 $6.3 $4.8 $4.8 $4.9 $4.9 $4.9 5.47% 5.57% 5.56% 6.00% 5.55% 4.30% 4.80% 5.30% 5.80% 6.30% 6.80% $- $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 2Q24 3Q24 4Q24 1Q25 2Q25 Personal Banking Loans Commercial Banking Loans Loan Yield 11,177 (64) 6 125 (43) 49 11,249 1Q25 Residential Home Equity Consumer CRE Commercial 2Q25 10,700 10,800 10,900 11,000 11,100 11,200 11,300 11,400 11,500 Loan Balances 2Q25 vs. 1Q25 2Q25 vs. 2Q24 Average balances ($ Millions) 2Q25 Change $ Change % Change $ Change % Residential mortgage 3,091 -64 -2.0% -251 -7.5% Home equity 1,146 6 0.5% -38 -3.2% Consumer 2,073 125 6.4% 25 1.2% Commercial real estate 2,837 -43 -1.5% -187 -6.2% Commercial 2,102 49 2.4% 332 18.7% Total Loans 11,249 72 0.6% -120 -1.1% • Average loans grew $72 million QoQ with portfolio mix continuing to shift more towards commercial • Loan yields continue to be stable in 2Q25 at 5.55% • Average commercial loans increased $49 million compared to 1Q25, or 2.4% and $332 million compared to 2Q24, or 18.7% • Commercial C&I growth funded through declines in residential mortgage and commercial real estate portfolios, down 2.0% and 1.5% $ M ill io ns $ B ill io ns Summary Comments Change in Loan MixLoan Mix Change Combined Loan Average Balances 8


12,088 23 17 38 18 12,154 (30) 1Q25 Demand Int-bearing demand Money Market Savings Time 2Q25 11,700 11,800 11,900 12,000 12,100 12,200 12,300 Deposit Balances 2Q25 vs. 1Q25 2Q25 vs. 2Q24 Average balances ($ Millions) 2Q25 Change $ Change % Change $ Change % Demand 2,612 23 0.9% 16 0.6% Interest-bearing Demand 2,610 17 0.7% 54 2.1% Money Market 2,121 38 1.8% 163 8.3% Savings 2,212 18 0.8% 68 3.2% Time 2,599 -30 -1.1% -234 -8.3% Total Deposits 12,154 66 0.5% 67 0.6% • Deposit balances remained strong as average total deposits grew $66 million QoQ versus 1Q25 • Customer (non-brokered) average deposits increased $107 million QoQ, while brokered deposits decreased $41 million QoQ • Cost of deposits decreased 4 bps QoQ benefiting from a decline in brokered CDs and through proactive management of overall portfolio $ M ill io ns $ M ill io ns Summary Comments Change in Deposit Mix Deposit Mix Change Deposit Growth and Cost of Deposits 7,296 7,299 7,376 7,376 7,434 4,791 4,798 4,652 4,712 4,720 12,086 12,097 12,028 12,088 12,154 1.76% 1.78% 1.68% 1.59% 1.55% -0.30% 0.20% 0.70% 1.20% 1.70% 2.20% 2.70% 3.20% 3.70% 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 2Q24 3Q24 4Q24 1Q25 2Q25 Demand and Savings Time and Money Market Cost of Deposits 9


107.7 112.2 115.0 128.7 120.3 3.20% 3.33% 3.42% 3.87% 3.56% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 70.0 80.0 90.0 100.0 110.0 120.0 130.0 140.0 2Q24 3Q24 4Q24 1Q25 2Q25 Net Intererst Income FTE* NIM (FTE)* 9,491 9,517 9,441 9,499 9,542 567 465 467 469 453 2.40% 2.39% 2.27% 2.15% 2.09% -0.10% 0.90% 1.90% 2.90% 3.90% 4.90% 5.90% 6.90% 8,000 8,500 9,000 9,500 10,000 10,500 2Q24 3Q24 4Q24 1Q25 1Q25 Interest Bearing Deposits Borrowings Cost of Funds 387 (39) 3 1 1 3 356 1Q25 Interest Recovery Loans Investments Borrowings Deposits 2Q25 Net Interest Income (FTE) and NIM (FTE) Trends Net Interest Margin • Net interest income increased 4.1% with NIM expanding to 3.56% from 3.48% in the previous quarter after adjusting for the benefit of an interest recovery on a non-accrual commercial loan payoff in 1Q25 • Securities portfolio yields continue to increase as we continue to reinvest cash flow at higher yields than the current portfolio • Total cost of funds decreased 6 bps as we have proactively lowered rate offerings ahead of anticipated Fed rate cuts • NIM increased 8 bps from 3.48% in 1Q25 to 3.56% in 2Q25 after adjusting for the benefit of a non-accrual interest recovery in 1Q25 $ M ill io ns Summary Comments Drivers of Net Interest Margin (FTE) Change Net Interest Income FTE* ($MM) Cost of Funds B ps $129 $1 $0 $0 $120 * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. ($13) $3 $ M ill io ns 10


• Granular diversified deposit book, average balance of $18,000 • Customer deposits consist of over 670,000 accounts with an average tenure of 12 years • Time deposits have very short duration, allowing for benefit from lower rates to impact net interest expense Earning Asset & Funding Mix Funding MixEarning Asset Mix Ending balances ($ Millions) 2Q25 Total % Fixed % Floating % Periodic % Securities 1,914 14% 96% 0% 4% Residential mortgage 3,052 23% 97% 2% 1% Home equity 1,158 9% 62% 38% 0% Consumer 2,211 17% 97% 3% 0% Commercial real estate 2,782 21% 21% 51% 29% Commercial 2,138 16% 27% 71% 2% Total 13,255 100% 67% 26% 7% Ending balances ($ Millions) 2Q25 Total % < 1 Year * > 1 Year * Demand 2,643 21% 100% 0% Interest-bearing demand 2,623 21% 100% 0% Money market 2,153 17% 100% 0% Savings 2,212 17% 99% 1% Time 2,571 20% 95% 5% Borrowings 443 4% 60% 40% Total 12,644 100% 97% 3% • Growth in commercial loans continues to gradually increase floating % of total earning assets • Consumer loans are fixed but with shorter duration (vehicle loans) *Interest rate reset period 11


2,041 (1) (1) - 1 21 2,061 1Q25 Treasury Agency CMO Municipal Corporate Agency MBS 2Q25 2,000 2,010 2,020 2,030 2,040 2,050 2,060 2,070 HTM, 35% AFS, 65% Municipal, 3% Treasury/Agency, 8% Corporate, 2% Agency MBS, 19% Agency CMO, 68% Securities Portfolio • Securities portfolio yield continues to increase as we reinvest cash flow at higher yields than the runoff portfolio • Securities portfolio yield increased 8 bps to 2.72% in the quarter • Portfolio effective duration is 5.0 years • 35% of portfolio is HTM to protect capital Summary Comments 2.72% 2.64% Securities Book Yield Securities Portfolio QoQ change Securities Portfolio $ M ill io ns Amortized Cost Securities Classification 12


(8.9) 27.8 40.1 28.4 30.9 30.6 27.8 40.1 28.4 30.9 (15.0) (5.0) 5.0 15.0 25.0 35.0 45.0 2Q24 3Q24 4Q24 1Q25 2Q25 Total Non-interest Income Total Non-interest Income - adjusted* Noninterest Income • Noninterest income increased $2.6 million QoQ, driven by an increase in other operating income primarily from a gain on equity method investments and from growth in service charges and fees • Noninterest income increased $40 million YoY, driven by a $39 million loss on securities from the portfolio restructuring in 2Q24 Summary Comments Noninterest Income Trend $ M ill io ns$ in thousands 2Q25 vs. 1Q25 2Q25 vs. 2Q24 Non-interest Income 2Q25 Change $ Change % Change $ Change % Service charges and fees 15,797 810 5.4% 270 1.7% Trust and other financial services 7,948 38 0.5% 382 5.0% Other operating income 3,620 1,511 71.6`% 365 11.2% Gain on sale SBA loans 819 -419 -33.8% -638 -43.8% Bank-owned life insurance 1,421 90 6.8% 50 3.6% Mortgage banking income 1,075 379 54.5% 174 19.3% Gain on real estate owned, net 258 174 207.1% -229 -47.0 Gain / (Loss) on Sale Investments 0 0 0 39,413 (NM) Total Non-interest Income 30,938 2,583 9.1% 39,787 NA * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. 13


53.5 56.2 53.2 54.5 55.2 37.0 34.5 39.3 36.1 36.1 1.9 0.0 2.9 1.1 6.2 92.4 90.8 95.3 91.7 97.5 65.4% 64.8% 59.6% 57.7% 60.4% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% 140.0% 160.0% 180.0% 200.0% - 20.0 40.0 60.0 80.0 100.0 120.0 2Q24 3Q24 4Q24 1Q25 2Q25 Personnel Non-personnel Restructuring Adj. Efficiency Ratio* Noninterest Expense • Professional services increased by $1.2 million vs 1Q25 and merger and restructuring expenses increased by $5.1 million vs 2Q24 due to preparation for the closing and conversion of the Penns Woods merger; offset by processing and occupancy expenses which were lower • Cumulative M&A expenses through 2Q25 were $6.8 million which is 19% of the expected $36.2 million of M&A expense charges from the Penns Woods merger Summary Comments Expense Mix and Efficiency Trend $ M ill io ns * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. $ in thousands 2Q25 vs. 1Q25 2Q25 vs 2Q24 Non-interest Expense 2Q25 Change $ Change % Change $ Change % Compensation and employee benefits 55,213 673 1.2% 1,682 3.1% Processing expenses 12,973 -1,017 -7.3% -1,722 -11.7% Premises and occupancy costs 7,122 -1,278 -15.2% -342 -4.6% Office operations 2,910 -67 -2.3% -909 -23.8% Professional services 3,990 1,234 44.8% 262 7.0% Federal deposit insurance premiums 2,296 -32 -1.4% -569 -19.9% Marketing expenses 3,018 1,138 60.5% 608 25.2% Merger, asset disposition and restructuring expense 6,244 5,121 456.0% 4,329 226.1% Other 3,774 31 0.8% 1,781 89.4% Total Non-interest Expense 97,540 5,803 6.3% 5,120 5.5% 2Q24 3Q24 4Q24 1Q25 2Q25 Efficiency Ratio 94.3% 65.2% 61.8% 58.7% 64.9% Adj. Efficiency Ratio* 65.4% 64.8% 59.6% 57.7% 60.4% 14


122.8 (5.1) 11.5 129.2 1Q25 Net Charge-offs Provisions 2Q25 2.2 5.7 15.5 8.3 11.5 0.87% 0.08% 0.18% 0.07% 0.18% 0.35% -0.70% -0.20% 0.30% 0.80% 1.30% 0 2 4 6 8 10 12 14 16 18 2Q24 3Q24 4Q24 1Q25 2Q25 Provision for Credit Losses - Loans Net Charge-offs to Average Loans *Adj. for Net Charge-offs (Sold Loans) 11,345 11,295 11,180 11,216 11,342 1.10% 1.11% 1.04% 1.09% 1.14% 1.00% 1.10% 1.20% 1.30% 1.40% 11,000 11,100 11,200 11,300 11,400 11,500 11,600 2Q24 3Q24 4Q24 1Q25 2Q25 Loan Balances Allowance to Loans Allowance for Credit Losses $ M ill io ns • Overall ACL coverage at 1.14% is up slightly from 1Q25, with provision expense of $11.5 million, due to downgrades and individual assessments within the commercial portfolio, offset by changes within macroeconomic forecasts • Annualized net charge-offs of 18 bps for the quarter came in below normalized rates and are in-line with recent performance after the 4Q24 write-downs of loans sold and transferred to held- for-sale Summary Comments Allowance Quarter-over-Quarter Change Total Loans and Allowance $ M ill io ns Net Charge-offs and Provision $ M ill io ns * Adjusted net charge-offs of 0.35% excludes charges-offs of $15 million related to the transfer of sale of loans to held for sale. 15


$11.4 $11.3 $11.2 $11.2 $11.3 0.92% 0.69% 0.70% 0.67% 0.91% $- $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 2Q24 3Q24 4Q24 1Q25 2Q25 Loans+OREO NPA/(Loans+OREO) 68.3 79.0 100.0 112.1 117.6 0.59% 0.70% 0.90% 1.00% 1.00% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% - 20.0 40.0 60.0 80.0 100.0 120.0 140.0 2Q24 3Q24 4Q24 1Q25 2Q25 Delinquent Loans Delinquency Percentage Credit Quality $ M ill io ns Summary Comments 30 Day Plus Loan Delinquency $ B ill io ns • Total delinquency remained stable at 1.00% QoQ • 2Q25 increase in classified loans was primarily driven by the healthcare portfolio, a few larger C&I loans and construction loan portfolio • Nonperforming assets increased $27.4 million QoQ, with NPAs / total assets increasing from 0.52% in 1Q25 to 0.71% in 2Q25 Nonperforming Assets / (Loans + OREO) 16


256.8 319.9 272.3 279.1 518.2 2.26% 2.83% 2.44% 2.49% 4.57% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% - 100.0 200.0 300.0 400.0 500.0 600.0 2Q24 3Q24 4Q24 1Q25 2Q25 Classified Loans Classified Loans to Total Loans Credit Quality Breakdown $ M ill io ns Change in Classified Loans QoQ $ M ill io ns • 2Q25 increase in classified loans is a result of three primary items: oReturn of remaining LTHC portfolio to held for investment of $61MM (5 borrowers) and one new material downgrade for $17MM oConstruction projects with lease up rates lower than projected due to softening of multifamily market in Columbus (2 projects) and Philadelphia (1 project) oA few larger C&I borrowers whose performance deteriorated Summary Comments Classified Loans 279.1 79.2 58.6 52.7 48.6 518.2 1Q25 LTHC CNST C&I Other 2Q25 Classified Loan by Collateral Type 17 Retail Building 4.6% Other Non RE Collateral 16.6% 5 or More Unit Dwelling 9.8% Commercial Office Building 5.8% Nursing Home 24.7% Student Housing 4.4% All Others ~20 other property types 34.0% $518M 4.6% of Total Loan Outstandings


Real Estate and Rental and Leasing 32.2% Health Care and Social Assistance 9.8% Manufacturing 11.0% Construction 5.7% Transportation and Warehousing 5.1% All Others ~16 other industries 36.3% Summary Comments 5 or More Unit Dwelling, 13.8% Retail Building, 13.2% Commercial Office Building - NOO, 9.9% Nursing Home, 11.3% Manufacturing & Industrial Building, 6.6% All Others ~30 other property types, 45.1% Commercial Loan Distribution and CRE Concentration $2.8B 25% of Total Loan Outstandings Total Loan Outstandings by Property Type 18 Construction & Land Development Portfolio 591 511 487 437 401390 323 283 259 278 $- $100 $200 $300 $400 $500 $600 $700 2Q24 3Q24 4Q24 1Q25 2Q25 Commitment Outstanding $ M ill io ns • Diverse portfolio has allowed Northwest to avoid material industry issues; immaterial large metro office or rent controlled multi-family concentrations • Maturity and interest rate rollover risk is not significant • Regulatory CRE concentration 152% of target Tier 1 + ACL (Estimated) Nursing Home Quarterly Change • Outstandings increased to $321 million with return of $61 million in HFS loans • Classified outstandings increased from 19% to 23% of the portfolio • WARR of portfolio increased from 4.15% 1Q25 to 4.78% 2Q25, the peak was 4.81% in 3Q23 • Market appetite exists from an M&A perspective and operator upgrades providing exit options Commercial Commitments By Industry $6.4B 47% of Total Loan Commitments


2025 Outlook Northwest Standalone for 3Q25 and 4Q25 Net Interest Income & NIM: Maintain a 350 Bps margin and a stable NII Noninterest Income: Expected to be $30MM per quarter Noninterest Expense: Expected to be $93MM to $95MM per quarter Tax Rate: Remaining flat to 2024 tax rate Net charge-offs: NCOs at $9MM - $11MM per quarter with full year NCOs/ Average Loans below 25 – 35 bps range Expected 4Q25 Incremental Impact from PWOD Acquisition Net Interest Income: +$20MM Noninterest income: +$2MM Noninterest Expenses: +$10MM 19


Non-GAAP Reconciliation * Dollars in thousands, except per share amounts Quarter ended Six months ended June 30, June 30, 2025 March 31, 2025 June 30, 2024 2025 2024 Reconciliation of net income to adjusted net income: Net income (GAAP) $ 33,675 43,458 4,747 77,133 33,910 Non-GAAP adjustments Add: merger, asset disposition and restructuring expense 6,244 1,123 1,915 7,367 2,870 Add: loss on the sale of investments — — 39,413 — 39,413 Less: tax benefit of non-GAAP adjustments (1,748) (314) (11,572) (2,063) (11,839) Adjusted net income (non-GAAP) $ 38,171 44,267 34,503 82,437 64,354 Diluted earnings per share (GAAP) $ 0.26 0.34 0.04 0.60 0.27 Diluted adjusted earnings per share (non-GAAP) $ 0.30 0.35 0.27 0.64 0.51 Average equity $ 1,635,966 1,616,611 1,541,434 1,626,342 1,545,651 Average assets 14,468,197 14,402,483 14,458,592 14,435,522 14,433,602 Annualized return on average equity (GAAP) 8.26 % 10.90 % 1.24 % 9.56 % 4.41 % Annualized return on average assets (GAAP) 0.93 % 1.22 % 0.13 % 1.08 % 0.47 % Annualized return on average equity, excluding merger, asset disposition and restructuring expense and loss on the sale of investments, net of tax (non-GAAP) 9.36 % 11.11 % 9.00 % 10.22 % 8.37 % Annualized return on average assets, excluding merger, asset disposition and restructuring expense and loss on sale of investments, net of tax (non-GAAP) 1.06 % 1.25 % 0.96 % 1.15 % 0.90 % 20


Non-GAAP Reconciliation * Dollars in thousands, except per share amounts 21 June 30, 2025 March 31, 2025 June 30, 2024 Tangible common equity to assets Total shareholders’ equity $ 1,642,068 1,628,955 1,556,598 Less: goodwill and intangible assets (382,894) (383,331) (384,951) Tangible common equity $ 1,259,174 1,245,624 1,171,647 Total assets $ 14,485,107 14,453,727 14,385,553 Less: goodwill and intangible assets (382,894) (383,331) (384,951) Tangible assets $ 14,102,213 14,070,396 14,000,602 Tangible common equity to tangible assets 8.93 % 8.85 % 8.37 % Tangible book value per share Tangible common equity $ 1,259,174 1,245,624 1,171,647 Common shares outstanding 127,842,403 127,736,303 127,307,997 Tangible book value per share 9.85 9.75 9.20 Noninterest income - adjusted Noninterest income $ 30,938 28,355 (8,849) Add: loss on sale of investments 0 0 39,413 Noninterest income - adjusted $ 30,938 28,355 30,564 Per-tax pre-provision net revenue Net interest income $ 119,444 127,818 106,841 Noninterest income - adjusted 30,938 28,355 30,564 Noninterest expense (97,540) (91,737) (92,420) Add back: asset disposition and restructuring expense 6,244 1,123 1,915 Per-tax pre-provision net revenue $ 59,086 65,559 40,900


Non-GAAP Reconciliation – Continued * Dollars in thousands, except per share amounts Quarter ended June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024 Annualized return on average tangible common equity Net income $ 33,675 43,458 32,750 33,618 Average shareholders’ equity 1,635,966 1,616,611 1,589,228 1,572,897 Less: average goodwill and intangible assets (383,152) (383,649) (384,178) (384,730) Average tangible common equity $ 1,252,814 1,232,962 1,205,050 1,188,167 Annualized return on average tangible common equity 10.78 % 14.29 % 10.81 % 11.26 % Efficiency ratio, excluding loss on the sale of investments, amortization and merger, asset disposition and restructuring expenses Non-interest expense $ 97,540 91,737 95,326 90,767 Less: amortization expense (436) (504) (526) (590) Less: merger, asset disposition and restructuring expenses (6,244) (1,123) (2,850) (43) Non-interest expense, excluding amortization and merger, assets disposition and restructuring expenses $ 90,860 90,110 91,950 90,134 Net interest income $ 119,444 127,818 114,197 111,302 Non-interest income 30,938 28,355 40,063 27,833 Add: loss on the sale of investments — — — — Net interest income plus non-interest income, excluding loss on sale of investments $ 150,382 156,173 154,260 139,135 Efficiency ratio, excluding loss on sale of investments, amortization and merger, asset disposition and restructuring expenses 60.42 % 57.70 % 59.61 % 64.78 % Net interest income fully tax equivalent (FTE) Net interest income $ 119,444 127,818 114,197 111,302 Tax equivalent adjustment 878 866 851 914 Net interest income, (FTE) $ 120,322 128,684 115,048 112,216 22