8-K

Northwest Bancshares, Inc. (NWBI)

8-K 2025-10-27 For: 2025-10-27
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):  October 27, 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 October 27, 2025, Northwest Bancshares, Inc. ("the Company"issued a press release announcing its financial results for the quarter ended September 30, 2025 (the "Press Release"). The Press Release is being furnished as Exhibit 99.1. The Company also made available its third quarter 2025 supplemental earnings presentation on the "Investor Relations" section of its website.

The information in the preceding paragraph, as well as Exhibit 99.1 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 October 27, 2025
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: October 27, 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 Third Quarter 2025 GAAP net income of $3 million,

or $0.02 per diluted share

Year to date EPS of $0.61 per diluted share, 15% growth from the prior year

Record total revenue of $168 million, 21% growth over prior year quarter

Columbus, Ohio — October 27, 2025

Northwest Bancshares, Inc., (the “Company”), (Nasdaq: NWBI) announced net income for the quarter ended September 30, 2025 of $3 million, or $0.02 per diluted share. This represents a decrease of $31 million compared to the prior quarter and same quarter last year, when net income was $34 million, or $0.26 per diluted share, in both periods. The annualized returns on average shareholders’ equity and average assets for the quarter ended September 30, 2025 were 0.69% and 0.08% compared to 8.50% and 0.93% for the same quarter last year and 8.26% and 0.93% for the prior quarter.

Adjusted net income (non-GAAP) for the quarter ended September 30, 2025 was $41 million, or $0.29, per diluted share, which increased by $3 million from $38 million, or $0.30, per diluted share, in the prior quarter. This increase was primarily driven by a $17 million increase in net interest income from the addition of Penns Woods which was partly offset by an increase in adjusted noninterest expense of $11 million. The adjusted annualized returns on average shareholders’ equity (non-GAAP) and average assets (non-GAAP) for the quarter ended September 30, 2025 were 8.89% and 1.01% compared to 9.36% and 1.06% for the prior quarter.

On July 25, 2025, the Company completed its acquisition of Penns Woods Bancorp, Inc. (“Penns Woods”) and its results of operations are included in the Company’s consolidated results since the date of acquisition. Therefore, the Company’s third quarter and year to date 2025 results reflect increased levels of average balances, net interest income, and noninterest expense compared to the prior quarter and 2024 results. After purchase accounting fair value adjustments, the acquisition added $2.2 billion of total assets, including $1.8 billion of loans, $164 million of investments, of which $82 million were immediately sold, as well as $2.0 billion of total liabilities, primarily consisting of $1.6 billion in deposits. The Company recorded preliminary goodwill of $61 million and core deposit intangibles of $48 million related to the acquisition.

The Company also announced that its Board of Directors declared a quarterly cash dividend of $0.20 per share payable on November 18, 2025 to shareholders of record as of November 6, 2025. This is the 124th consecutive quarter in which the Company has paid a cash dividend. Based on the market value of the Company’s common stock as of September 30, 2025, this represents an annualized dividend yield of approximately 6.5%.

Louis J. Torchio, President and CEO, Northwest Bancshares commented, “I am pleased with our first quarter of performance as a combined company. The team completed merger integration activities on time, while staying focused on executing our strategy, and delivering on our commitment to sustainable, responsible, and profitable growth. The benefits of the additional scale from the merger are already evident. We delivered a record $168 million in revenue for the quarter, more than 25% year over year average commercial C&I loan growth continuing our strategic re-balancing, and drove a strong 3Q net interest margin of 3.65% as we maintained our loan yield and low-cost, high-quality, stable funding base.”

“We are expanding our footprint through new branch openings in high growth markets, and have just broken ground on the first of three Columbus market financial centers scheduled for mid-2026 opening. We continue to enhance our capabilities, and provide personalized services and expertise to our customers and the growing number of communities we serve.”

Balance Sheet Highlights

Dollars in thousands Change 3Q25 vs.
3Q25 2Q25 3Q24 2Q25 3Q24
Average loans receivable $ 12,568,497 11,248,954 11,223,602 11.7 % 12.0 %
Average investments 2,111,928 2,056,476 1,998,855 2.7 % 5.7 %
Average deposits 13,296,651 12,154,001 12,096,811 9.4 % 9.9 %
Average borrowed funds 347,357 208,342 220,677 66.7 % 57.4 %

•Average loans receivable increased $1.3 billion from the quarter ended September 30, 2024 and the quarter ended June 30, 2025. The increase from the prior year and the prior quarter was driven by the Penns Woods acquisition.

•Average investments grew $113 million from the quarter ended September 30, 2024 and $55 million from the quarter ended June 30, 2025. The growth in average investments was primarily due to the investments acquired as part of the Penns Woods acquisition during the third quarter.

•Average deposits grew $1.2 billion from the quarter ended September 30, 2024 and $1.1 billion from the quarter ended June 30, 2025. The growth in both periods was primarily driven by an increase in interest-bearing account balances primarily due to the addition of the Penns Woods deposit accounts.

•Average borrowings increased $127 million compared to the quarter end September 30, 2024 and $139 million compared to the quarter ended June 30, 2025. The increase in average borrowings from the prior year and prior quarter is attributable to the acquisition of long term borrowings from Penns Woods.

Income Statement Highlights

Dollars in thousands Change 3Q25 vs.
3Q25 2Q25 3Q24 2Q25 3Q24
Interest income $ 194,678 171,570 171,381 13.5 % 13.6 %
Interest expense 58,704 52,126 60,079 12.6 % (2.3) %
Net interest income $ 135,974 119,444 111,302 13.8 % 22.2 %
Net interest margin 3.65 % 3.56 % 3.33 %

Compared to the quarter ended September 30, 2024, net interest income increased $25 million and net interest margin increased to 3.65% from 3.33% for the quarter ended September 30, 2024. This increase in net interest income resulted primarily from:

•A $23 million increase in interest income that was the result of higher average yields coupled with increase in average earning assets. The increase in average earnings assets was driven by the Penns Woods acquisition during the third quarter. The average yield on loans improved to 5.63% for the quarter ended September 30, 2025 from 5.57% for the quarter ended September 30, 2024. This increase was driven by a loan mix shift towards higher yielding commercial loans along with the accretion of loan fair value marks from the acquisition of $3 million during the quarter.

•A $1 million decrease in interest expense was the result of a decline in the cost of deposits partially off by an increase in the average balance of interest-bearing liabilities. The cost of interest-bearing liabilities decreased to 2.13% for the quarter ended September 30, 2025 from 2.39% for the quarter ended September 30, 2024.

Compared to the quarter ended June 30, 2025, net interest income increased $17 million and net interest margin increased to 3.65% for the quarter ended September 30, 2025 from 3.56%. This increase in net interest income resulted from the following:

•A $23 million increase in interest income driven by growth in the average loan balances and an increase on investments yields compared to the prior quarter. The average yield on loans increased to 5.63% from 5.55% and average investment yields increased to 2.81% from 2.69% for the quarter ended June 30, 2025. The increase was primarily driven by the Penns Woods acquisition and the accretion of loan fair value marks coupled with a continued shift in loan mix towards higher yielding commercial loans.

•A $7 million increase in interest expense driven by higher interest expense on both deposits and borrowings from the Penns Woods acquisition. Average cost of interest-bearing deposits increased compared to the prior quarter to 1.99% from 1.97% for the quarter ended June 30, 2025 while average cost of borrowings declined to 3.84% from 3.94% for the quarter ended June 30, 2025.

Dollars in thousands Change 3Q25 vs.
3Q25 2Q25 3Q24 2Q25 3Q24
Provision for credit losses - loans $ 31,394 11,456 5,727 174.0 % 448.2 %
Provision for credit losses - unfunded commitments (189) (2,712) (852) (93.0) % (77.8) %
Total provision for credit losses expense $ 31,205 8,744 4,875 256.9 % 540.1 %

The total provision for credit losses for the quarter ended September 30, 2025 was $31 million primarily driven by the Day 1 initial provision from the Penns Woods acquisition of $20.6 million. Excluding the Day 1 provision for credit losses from the acquisition, the provision for credit losses for the quarter ended September 30, 2025 was $10.5 million, which increased compared to the prior year and the prior quarter primarily due to an increase in net charge offs coupled with an increase due to individually assessed loans.

The Company saw an increase in classified loans to $527 million, or 4.07% of total loans, at September 30, 2025 from $320 million, or 2.83% of total loans, at September 30, 2024 and $518 million, or 4.57% of total loans, at June 30, 2025. This increase was driven by changes in our commercial real estate portfolio which increased $141 million from the prior year. The increase from the prior quarter was primarily due to classified loans acquired in the Penns Woods acquisition which were partially offset by improvements in our legacy loan portfolio.

Dollars in thousands Change 3Q25 vs.
3Q25 2Q25 3Q24 2Q25 3Q24
Noninterest income:
Gain/(loss) on sale of investments $ 36 NA NA
Gain on sale of SBA loans 341 819 667 (58.4) % (48.9) %
Service charges and fees 16,911 15,797 15,932 7.1 % 6.1 %
Trust and other financial services income 8,040 7,948 7,924 1.2 % 1.5 %
Gain on real estate owned, net 132 258 105 (48.8) % 25.7 %
Income from bank-owned life insurance 1,751 1,421 1,434 23.2 % 22.1 %
Mortgage banking income 1,003 1,075 744 (6.7) % 34.8 %
Other operating income 3,984 3,620 1,027 10.1 % 287.9 %
Total noninterest income $ 32,198 30,938 27,833 4.1 % 15.7 %

Noninterest income increased $4 million from the quarter ended September 30, 2024 driven by an increase in other operating income driven by a gain on equity method investments during the current quarter compared to a loss on equity method investments and the sale of a building during the prior year. Noninterest income increased by $1 million from the quarter ended June 30, 2025, due primarily to an increase in service charges and fees driven by deposit related fees based on customer activity partially related to the Penns Woods acquisition.

Dollars in thousands Change 3Q25 vs.
3Q25 2Q25 3Q24 2Q25 3Q24
Noninterest expense:
Personnel expense $ 63,014 55,213 56,186 14.1 % 12.2 %
Non-personnel expense 70,484 42,327 34,581 66.5 % 103.8 %
Total noninterest expense $ 133,498 97,540 90,767 36.9 % 47.1 %

Noninterest expense increased from the quarter ended September 30, 2024 due to a $7 million increase in personnel expenses driven by an increase in core compensation and benefits expense due to the addition of Penns Woods employees coupled with an increase in performance based incentive compensation expense. Additionally, non-personnel expense increased by $36 million due to $31 million of merger and restructuring expenses in the current period and an increase of $1 million in amortization of intangible expense related to the acquisition.

Compared to the quarter ended June 30, 2025, noninterest expense increased due to an increase in personnel expense of $8 million driven by the same factors discussed above. Non-personnel expense increased by $28 million due to an increase of $25 million in merger and restructuring expenses in the quarter ended September 30, 2025, an increase of $2 million in amortization of intangible expense related to the acquisition and an increase in processing expense of $2 million based on lower software spend in the prior quarter.

Dollars in thousands Change 3Q25 vs.
3Q25 2Q25 3Q24 2Q25 3Q24
Income before income taxes $ 3,469 44,098 43,493 (92.1) % (92.0) %
Income tax expense 302 10,423 9,875 (97.1) % (96.9) %
Net income $ 3,167 33,675 33,618 (90.6) % (90.6) %

The provision for income taxes decreased by $10 million from the quarter ended September 30, 2024 and the quarter ended June 30, 2025 primarily due to the quarterly change in income before income taxes.

Net income decreased from the quarter ended September 30, 2024 and the quarter ended June 30, 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 September 30, 2025, Northwest operated 151 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

#                      #                      #

This release 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; the effect of the merger on the combined company’s customer and employee relationships and operating results; and other factors that may affect the results of operations and financial condition of the combined company; 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 release 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 pages 9 and 10 of this release for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures where applicable.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

(dollars in thousands, except per share amounts)

September 30,<br>2025 December 31,<br>2024 September 30,<br>2024
Assets
Cash and cash equivalents $ 278,817 288,378 226,883
Marketable securities available-for-sale (amortized cost of $1,405,959, $1,278,665 and $1,248,104, respectively) 1,270,880 1,108,944 1,111,868
Marketable securities held-to-maturity (fair value of $618,633, $637,948 and $672,641, respectively) 702,392 750,586 766,772
Total cash and cash equivalents and marketable securities 2,252,089 2,147,908 2,105,523
Loans held-for-sale 22,297 76,331 9,370
Residential mortgage loans 3,157,853 3,178,269 3,248,788
Home equity loans 1,520,893 1,149,396 1,167,202
Consumer loans 2,453,805 1,995,085 1,998,032
Commercial real estate loans 3,495,664 2,849,862 2,994,379
Commercial loans 2,312,718 2,007,402 1,886,787
Total loans receivable 12,940,933 11,180,014 11,295,188
Allowance for credit losses (157,396) (116,819) (125,813)
Loans receivable, net 12,783,537 11,063,195 11,169,375
FHLB stock, at cost 33,349 21,006 21,223
Accrued interest receivable 55,549 46,356 46,678
Real estate owned, net 174 35 76
Premises and equipment, net 139,491 124,246 126,391
Bank-owned life insurance 303,115 253,137 255,324
Goodwill 442,010 380,997 380,997
Other intangible assets, net 47,924 2,837 3,363
Other assets 305,082 292,176 236,005
Total assets $ 16,384,617 14,408,224 14,354,325
Liabilities and shareholders’ equity
Liabilities
Noninterest-bearing demand deposits $ 3,089,963 2,621,415 2,581,769
Interest-bearing demand deposits 2,898,350 2,666,504 2,676,779
Money market deposit accounts 2,462,979 2,007,739 1,956,747
Savings deposits 2,373,413 2,171,251 2,145,735
Time deposits 2,871,544 2,677,645 2,710,049
Total deposits 13,696,249 12,144,554 12,071,079
Borrowed funds 368,241 200,331 204,374
Subordinated debt 114,800 114,538 114,451
Junior subordinated debentures 130,028 129,834 129,769
Advances by borrowers for taxes and insurance 21,840 42,042 24,700
Accrued interest payable 10,555 6,935 15,125
Other liabilities 183,560 173,134 203,502
Total liabilities 14,525,273 12,811,368 12,763,000
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, 146,097,057, 127,508,003 and 127,400,199 shares issued and outstanding, respectively 1,461 1,275 1,274
Additional paid-in capital 1,275,444 1,033,385 1,030,384
Retained earnings 669,701 673,110 665,845
Accumulated other comprehensive loss (87,262) (110,914) (106,178)
Total shareholders’ equity 1,859,344 1,596,856 1,591,325
Total liabilities and shareholders’ equity $ 16,384,617 14,408,224 14,354,325
Equity to assets 11.35 % 11.08 % 11.09 %
Tangible common equity to tangible assets* 8.62 % 8.65 % 8.64 %
Book value per share $ 12.73 12.52 12.49
Tangible book value per share* $ 9.37 9.51 9.47
Closing market price per share $ 12.39 13.19 13.38
Full time equivalent employees 2,190 1,956 1,975
Number of banking offices 161 141 141

*    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
September 30, 2025 June 30,<br>2025 March 31, 2025 December 31, 2024 September 30, 2024
Interest income:
Loans receivable $ 177,723 154,914 164,638 155,838 156,413
Mortgage-backed securities 12,668 12,154 11,730 11,515 10,908
Taxable investment securities 1,183 999 933 910 842
Tax-free investment securities 752 512 512 515 512
FHLB stock dividends 652 318 366 392 394
Interest-earning deposits 1,700 2,673 2,416 1,552 2,312
Total interest income 194,678 171,570 180,595 170,722 171,381
Interest expense:
Deposits 51,880 46,826 47,325 50,854 54,198
Borrowed funds 6,824 5,300 5,452 5,671 5,881
Total interest expense 58,704 52,126 52,777 56,525 60,079
Net interest income 135,974 119,444 127,818 114,197 111,302
Provision for credit losses - loans 31,394 11,456 8,256 15,549 5,727
Provision for credit losses - unfunded commitments (189) (2,712) (345) 1,016 (852)
Net interest income after provision for credit losses 104,769 110,700 119,907 97,632 106,427
Noninterest income:
Gain on sale of investments 36
Gain on sale of SBA loans 341 819 1,238 822 667
Service charges and fees 16,911 15,797 14,987 15,975 15,932
Trust and other financial services income 8,040 7,948 7,910 7,485 7,924
Gain on real estate owned, net 132 258 84 238 105
Income from bank-owned life insurance 1,751 1,421 1,331 2,020 1,434
Mortgage banking income 1,003 1,075 696 224 744
Other operating income 3,984 3,620 2,109 13,299 1,027
Total noninterest income 32,198 30,938 28,355 40,063 27,833
Noninterest expense:
Compensation and employee benefits 63,014 55,213 54,540 53,198 56,186
Premises and occupancy costs 7,707 7,122 8,400 7,263 7,115
Office operations 3,495 2,910 2,977 3,036 2,811
Collections expense 776 838 328 905 474
Processing expenses 15,072 12,973 13,990 15,361 14,570
Marketing expenses 1,932 3,018 1,880 2,327 2,004
Federal deposit insurance premiums 3,361 2,296 2,328 2,949 2,763
Professional services 3,010 3,990 2,756 3,788 3,302
Amortization of intangible assets 1,974 436 504 526 590
Merger, asset disposition and restructuring expense 31,260 6,244 1,123 2,850 43
Other expenses 1,897 2,500 2,911 3,123 909
Total noninterest expense 133,498 97,540 91,737 95,326 90,767
Income before income taxes 3,469 44,098 56,525 42,369 43,493
Income tax expense 302 10,423 13,067 9,619 9,875
Net income $ 3,167 33,675 43,458 32,750 33,618
Basic earnings per share $ 0.02 0.26 0.34 0.26 0.26
Diluted earnings per share $ 0.02 0.26 0.34 0.26 0.26
Weighted average common shares outstanding - diluted 141,175,516 128,114,509 128,299,013 127,968,910 127,714,511
Annualized return on average equity 0.69 % 8.26 % 10.90 % 8.20 % 8.50 %
Annualized return on average assets 0.08 % 0.93 % 1.22 % 0.91 % 0.93 %
Annualized return on average tangible common equity* 0.90 % 10.78 % 14.29 % 10.81 % 11.26 %
Efficiency ratio 79.38 % 64.86 % 58.74 % 61.80 % 65.24 %
Efficiency ratio, excluding certain items** 59.62 % 60.42 % 57.70 % 59.61 % 64.78 %

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

**    Excludes 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)

Nine months ended September 30,
2025 2024
Interest income:
Loans receivable $ 497,275 459,938
Mortgage-backed securities 36,552 28,278
Taxable investment securities 3,115 2,364
Tax-free investment securities 1,776 1,460
FHLB stock dividends 1,336 1,499
Interest-earning deposits 6,789 4,935
Total interest income 546,843 498,474
Interest expense:
Deposits 146,031 154,638
Borrowed funds 17,576 22,455
Total interest expense 163,607 177,093
Net interest income 383,236 321,381
Provision for credit losses - loans 51,106 12,130
Provision for credit losses - unfunded commitments (3,246) (4,190)
Net interest income after provision for credit losses 335,376 313,441
Noninterest income:
Gain/(loss) on sale of investments 36 (39,413)
Gain on sale of SBA loans 2,398 2,997
Service charges and fees 47,695 46,982
Trust and other financial services income 23,898 22,617
Gain on real estate owned, net 474 649
Income from bank-owned life insurance 4,503 4,307
Mortgage banking income 2,774 2,097
Other operating income 9,713 6,711
Total noninterest income 91,491 46,947
Noninterest expense:
Compensation and employee benefits 172,767 161,257
Premises and occupancy costs 23,229 22,206
Office operations 9,382 9,397
Collections expense 1,942 1,216
Processing expenses 42,035 43,990
Marketing expenses 6,830 6,563
Federal deposit insurance premiums 7,985 8,651
Professional services 9,756 11,095
Amortization of intangible assets 2,914 1,926
Merger, asset disposition and restructuring expense 38,627 2,913
Other expenses 7,308 3,997
Total noninterest expense 322,775 273,211
Income before income taxes 104,092 87,177
Income tax expense 23,792 19,649
Net income $ 80,300 67,528
Basic earnings per share $ 0.61 0.53
Diluted earnings per share $ 0.61 0.53
Weighted average common shares outstanding - diluted 132,700,517 127,569,014
Annualized return on average equity 6.36 % 5.80 %
Annualized return on average assets 0.72 % 0.63 %
Annualized return on tangible common equity* 8.29 % 7.71 %
Efficiency ratio 67.99 % 74.18 %
Efficiency ratio, excluding certain items** 59.24 % 65.82 %

*    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 Nine months ended September 30,
September 30, 2025 June 30,<br>2025 September 30, 2024 2025 2024
Reconciliation of net income to adjusted net income:
Net income (GAAP) $ 3,167 33,675 33,618 80,300 67,528
Non-GAAP adjustments
Add: merger, asset disposition and restructuring expense 31,260 6,244 43 38,627 2,913
Add: loss on the sale of investments 39,413
Add: CECL Day 1 non-PCD and unfunded provision expense 20,664 20,664
Less: tax benefit of non-GAAP adjustments (14,539) (1,748) (12) (16,601) (11,851)
Adjusted net income (non-GAAP) $ 40,552 38,171 33,649 122,990 98,003
Diluted earnings per share (GAAP) $ 0.02 0.26 0.26 0.61 0.53
Diluted adjusted earnings per share (non-GAAP) $ 0.29 0.30 0.26 0.93 0.77
Average equity $ 1,809,395 1,635,966 1,572,897 1,688,030 1,554,800
Average assets 15,942,440 14,468,197 14,351,669 14,943,347 14,406,092
Annualized return on average equity (GAAP) 0.69 % 8.26 % 8.50 % 6.36 % 5.80 %
Annualized return on average assets (GAAP) 0.08 % 0.93 % 0.93 % 0.72 % 0.63 %
Annualized return on average equity, excluding merger, asset disposition and restructuring expense, loss on the sale of investments and CECL Day 1 non-PCD and unfunded provision expense, net of tax (non-GAAP) 8.89 % 9.36 % 8.51 % 9.74 % 8.42 %
Annualized return on average assets, excluding merger, asset disposition and restructuring expense, loss on sale of investments and CECL Day 1 non-PCD and unfunded provision expense, net of tax (non-GAAP) 1.01 % 1.06 % 0.93 % 1.10 % 0.91 %

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.

September 30,<br>2025 December 31,<br>2024 September 30,<br>2024
Tangible common equity to assets
Total shareholders’ equity $ 1,859,344 1,596,856 1,591,325
Less: goodwill and intangible assets (489,934) (383,834) (384,360)
Tangible common equity $ 1,369,410 1,213,022 1,206,965
Total assets $ 16,384,617 14,408,224 14,354,325
Less: goodwill and intangible assets (489,934) (383,834) (384,360)
Tangible assets $ 15,894,683 14,024,390 13,969,965
Tangible common equity to tangible assets 8.62 % 8.65 % 8.64 %
Tangible book value per share
Tangible common equity $ 1,369,410 1,213,022 1,206,965
Common shares outstanding 146,097,057 127,508,003 127,400,199
Tangible book value per share 9.37 9.51 9.47

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 Nine months ended September 30,
September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31, 2024 September 30,<br>2024 2025 2024
Annualized return on average tangible common equity
Net income $ 3,167 33,675 43,458 32,750 33,618 80,300 67,528
Average shareholders’ equity 1,809,395 1,635,966 1,616,611 1,589,228 1,572,897 1,688,030 1,554,800
Less: average goodwill and intangible assets (409,875) (383,152) (383,649) (384,178) (384,730) (392,321) (385,375)
Average tangible common equity $ 1,399,520 1,252,814 1,232,962 1,205,050 1,188,167 1,295,709 1,169,425
Annualized return on average tangible common equity 0.90 % 10.78 % 14.29 % 10.81 % 11.26 % 8.29 % 7.71 %
Efficiency ratio, excluding loss on the sale of investments, amortization and merger, asset disposition and restructuring expenses
Non-interest expense $ 133,498 97,540 91,737 95,326 90,767 322,775 273,211
Less: amortization expense (1,974) (436) (504) (526) (590) (2,914) (1,926)
Less: merger, asset disposition and restructuring expenses (31,260) (6,244) (1,123) (2,850) (43) (38,627) (2,913)
Non-interest expense, excluding amortization and merger, assets disposition and restructuring expenses $ 100,264 90,860 90,110 91,950 90,134 281,234 268,372
Net interest income $ 135,974 119,444 127,818 114,197 111,302 383,236 321,381
Non-interest income 32,198 30,938 28,355 40,063 27,833 91,491 46,947
Add: loss on the sale of investments 39,413
Net interest income plus non-interest income, excluding loss on sale of investments $ 168,172 150,382 156,173 154,260 139,135 474,727 407,741
Efficiency ratio, excluding loss on sale of investments, amortization and merger, asset disposition and restructuring expenses 59.62 % 60.42 % 57.70 % 59.61 % 64.78 % 59.24 % 65.82 %

*    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 September 30, 2025
Balance Percent of <br>total deposits Number of <br>relationships
Uninsured deposits per the Call Report (1) $ 3,746,638 27.4 % 6,277
Less intercompany deposit accounts 1,321,881 9.7 % 12
Less collateralized deposit accounts 480,761 3.5 % 253
Uninsured deposits excluding intercompany and collateralized accounts $ 1,943,996 14.2 % 6,012

(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 $39.0 million, or 0.28% of total deposits, as of September 30, 2025. Our top ten largest uninsured depositors, excluding intercompany and collateralized deposit accounts, had an aggregate uninsured deposit balance of $198 million, or 1.45% of total deposits, as of September 30, 2025. The average uninsured deposit account balance, excluding intercompany and collateralized accounts, was $323,353 as of September 30, 2025.

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

As of September 30, 2025
Balance Percent of <br>total deposits Number of <br>accounts
Personal noninterest bearing demand deposits $ 1,618,533 11.8 % 314,147
Business noninterest bearing demand deposits 1,471,430 10.7 % 48,395
Personal interest-bearing demand deposits 1,354,562 9.9 % 55,431
Business interest-bearing demand deposits 1,543,788 11.3 % 9,236
Personal money market deposits 1,685,343 12.3 % 27,005
Business money market deposits 777,636 5.7 % 3,237
Savings deposits 2,373,413 17.3 % 188,460
Time deposits 2,871,544 21.0 % 82,932
Total deposits $ 13,696,249 100.0 % 728,843

Our average deposit account balance as of September 30, 2025 was $18,792. The Company’s insured cash sweep deposit balance was $653 million as of September 30, 2025.

Northwest Bancshares, Inc. and Subsidiaries

Regulatory Capital Requirements (Unaudited)

(dollars in thousands)

At September 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. $ 1,874,975 15.50 % $ 1,269,941 10.50 % $ 1,209,468 10.00 %
Northwest Bank 1,677,386 13.88 % 1,268,588 10.50 % 1,208,179 10.00 %
Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,482,638 12.26 % 1,028,047 8.50 % 725,681 6.00 %
Northwest Bank 1,526,048 12.63 % 1,026,952 8.50 % 966,543 8.00 %
Common equity tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,482,638 12.26 % 846,627 7.00 % N/A N/A
Northwest Bank 1,526,048 12.63 % 845,725 7.00 % 785,316 6.50 %
Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc. 1,482,638 9.47 % 626,057 4.00 % N/A N/A
Northwest Bank 1,526,048 9.41 % 648,658 4.00 % 810,822 5.00 %

(1)     September 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)

September 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 five years through ten years $ 1,762 11 (18) 1,755 3.20
Due after ten years 42,581 (8,165) 34,416 5.89
Debt issued by government sponsored enterprises:
Due after one year through five years 1,055 6 (3) 1,058 1.74
Due after five years through ten years 996 7 1,003 0.65
Municipal securities:
Due in one year or less 4,774 6 4,779 0.16
Due after one year through five years 12,096 117 (1) 12,212 2.30
Due after five years through ten years 24,655 312 (1,405) 23,562 6.76
Due after ten years 53,172 191 (7,843) 45,520 9.77
Corporate debt issues:
Due in one year or less 1,421 3 1,424 0.28
Due after one year through five years 10,893 59 (79) 10,873 3.79
Due after five years through ten years 26,315 1,151 27,466 4.02
Mortgage-backed agency securities:
Fixed rate pass-through 297,215 3,099 (11,877) 288,437 6.48
Variable rate pass-through 3,156 59 (2) 3,213 3.53
Fixed rate agency CMOs 879,499 2,428 (113,019) 768,909 4.32
Variable rate agency CMOs 46,369 102 (218) 46,253 5.97
Total mortgage-backed agency securities 1,226,239 5,688 (125,116) 1,106,811 4.95
Total marketable securities available-for-sale $ 1,405,959 7,551 (142,630) 1,270,880 5.10
Marketable securities held-to-maturity
Government sponsored
Due in one year or less $ 16,478 (226) 16,252 0.48
Due after one year through five years 107,987 (9,406) 98,581 3.22
Mortgage-backed agency securities:
Fixed rate pass-through 122,022 (13,870) 108,152 4.17
Variable rate pass-through 328 3 331 3.34
Fixed rate agency CMOs 455,049 (60,258) 394,791 5.42
Variable rate agency CMOs 528 (2) 526 4.39
Total mortgage-backed agency securities 577,927 3 (74,130) 503,800 5.01
Total marketable securities held-to-maturity $ 702,392 3 (83,762) 618,633 4.63

Northwest Bancshares, Inc. and Subsidiaries

Asset Quality (Unaudited)

(dollars in thousands)

September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024 September 30,<br>2024
Nonaccrual loans:
Residential mortgage loans $ 11,497 8,482 7,025 6,951 7,541
Home equity loans 6,979 3,507 3,004 3,332 4,041
Consumer loans 5,898 4,418 5,201 5,028 5,205
Commercial real estate loans 82,580 62,091 31,763 36,967 43,471
Commercial loans 21,371 23,896 11,757 9,123 16,570
Total nonaccrual loans 128,325 102,394 58,750 61,401 76,828
Loans 90 days past due and still accruing 701 493 603 656 1,045
Nonperforming loans 129,026 102,887 59,353 62,057 77,873
Real estate owned, net 174 48 80 35 76
Other nonperforming assets (1) 16,102 16,102
Nonperforming assets $ 129,200 102,935 75,535 78,194 77,949
Nonperforming loans to total loans 1.00 % 0.91 % 0.53 % 0.56 % 0.69 %
Nonperforming assets to total assets 0.79 % 0.71 % 0.52 % 0.54 % 0.54 %
Allowance for credit losses to total loans 1.22 % 1.14 % 1.09 % 1.04 % 1.11 %
Allowance for credit losses to nonperforming loans 121.99 % 125.53 % 206.91 % 188.24 % 161.56 %

(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 September 30, 2025 Pass Special<br>   mention * Substandard ** Doubtful Loss Loans<br>receivable
Personal Banking:
Residential mortgage loans $ 3,146,355 11,498 3,157,853
Home equity loans 1,513,914 6,979 1,520,893
Consumer loans 2,447,208 6,597 2,453,805
Total Personal Banking 7,107,477 25,074 7,132,551
Commercial Banking:
Commercial real estate loans 2,912,166 171,005 412,493 3,495,664
Commercial loans 2,141,236 82,009 89,473 2,312,718
Total Commercial Banking 5,053,402 253,014 501,966 5,808,382
Total loans $ 12,160,879 253,014 527,040 12,940,933
At June 30, 2025
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

*    Includes $41.0 million, $4.0 million, $4.7 million, $2.7 million, and $2.9 million of acquired loans at September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024, and September 30, 2024, respectively.

**    Includes $96.9 million, $19.2 million, $18.0 million, $19.8 million, and $26.0 million of acquired loans at September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024, and September 30, 2024, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Loan Delinquency (Unaudited)

(dollars in thousands)

September 30, 2025 * June 30, 2025 * March 31, 2025 * December 31, <br>2024 * September 30, 2024 *
Loans delinquent 30 days to 59 days:
Residential mortgage loans $ 1,639 0.1 % $ 561 % $ 32,840 1.0 % $ 28,690 0.9 % $ 685 %
Home equity loans 4,644 0.3 % 4,664 0.4 % 3,882 0.3 % 5,365 0.5 % 3,907 0.3 %
Consumer loans 12,257 0.5 % 9,174 0.4 % 8,792 0.4 % 11,102 0.6 % 10,777 0.5 %
Commercial real estate loans 14,600 0.4 % 4,585 0.2 % 8,536 0.3 % 5,215 0.2 % 5,919 0.2 %
Commercial loans 9,974 0.4 % 5,569 0.3 % 6,841 0.3 % 5,632 0.3 % 3,260 0.2 %
Total loans delinquent 30 days to 59 days $ 43,114 0.3 % $ 24,553 0.2 % $ 60,891 0.5 % $ 56,004 0.5 % $ 24,548 0.2 %
Loans delinquent 60 days to 89 days:
Residential mortgage loans $ 7,917 0.3 % $ 8,958 0.3 % $ 3,074 0.1 % $ 10,112 0.3 % $ 9,027 0.3 %
Home equity loans 2,671 0.2 % 985 0.1 % 1,290 0.1 % 1,434 0.1 % 882 0.1 %
Consumer loans 3,691 0.2 % 3,233 0.1 % 2,808 0.1 % 3,640 0.2 % 3,600 0.2 %
Commercial real estate loans 1,575 % 13,240 0.5 % 2,001 0.1 % 915 % 7,643 0.3 %
Commercial loans 1,915 0.1 % 2,031 0.1 % 2,676 0.1 % 1,726 0.1 % 753 %
Total loans delinquent 60 days to 89 days $ 17,769 0.1 % $ 28,447 0.3 % $ 11,849 0.1 % $ 17,827 0.2 % $ 21,905 0.2 %
Loans delinquent 90 days or more:
Residential mortgage loans $ 9,427 0.3 % $ 6,905 0.2 % $ 4,005 0.1 % $ 4,931 0.2 % $ 5,370 0.2 %
Home equity loans 2,963 0.2 % 1,879 0.2 % 1,893 0.2 % 2,250 0.2 % 2,558 0.2 %
Consumer loans 4,865 0.2 % 3,486 0.2 % 4,026 0.2 % 3,967 0.2 % 3,983 0.2 %
Commercial real estate loans 56,453 1.6 % 41,875 1.5 % 23,433 0.8 % 7,702 0.3 % 6,167 0.2 %
Commercial loans 9,490 0.4 % 10,433 0.5 % 5,994 0.3 % 7,335 0.4 % 14,484 0.8 %
Total loans delinquent 90 days or more $ 83,198 0.6 % $ 64,578 0.6 % $ 39,351 0.3 % $ 26,185 0.2 % $ 32,562 0.3 %
Total loans delinquent $ 144,081 1.1 % $ 117,578 1.0 % $ 112,091 1.0 % $ 100,016 0.9 % $ 79,015 0.7 %

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

Northwest Bancshares, Inc. and Subsidiaries

Allowance for Credit Losses (Unaudited)

(dollars in thousands)

Quarter ended
September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024 September 30,<br>2024
Beginning balance $ 129,159 122,809 116,819 125,813 125,070
Initial allowance on loans purchased with credit deterioration 6,029
Provision 31,394 11,456 8,256 15,549 5,727
Charge-offs residential mortgage (137) (273) (588) (176) (255)
Charge-offs home equity (336) (413) (273) (197) (890)
Charge-offs consumer (3,994) (3,331) (3,805) (4,044) (3,560)
Charge-offs commercial real estate (4,312) (293) (116) (13,997) (475)
Charge-offs commercial (2,395) (3,597) (571) (10,400) (1,580)
Recoveries 1,988 2,801 3,087 4,271 1,776
Ending balance $ 157,396 129,159 122,809 116,819 125,813
Net charge-offs to average loans, annualized 0.29 % 0.18 % 0.08 % 0.87 % 0.18 %
Nine months ended September 30,
--- --- --- --- --- ---
2025 2024
Beginning balance $ 116,819 125,243
Initial allowance on loans purchased with credit deterioration 6,029
Provision 51,106 12,130
Charge-offs residential mortgage (998) (669)
Charge-offs home equity (1,022) (1,539)
Charge-offs consumer (11,130) (10,694)
Charge-offs commercial real estate (4,721) (1,324)
Charge-offs commercial (6,563) (4,062)
Recoveries 7,876 6,728
Ending balance $ 157,396 125,813
Net charge-offs to average loans, annualized 0.19 % 0.14 %

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
September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 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 $ 3,160,008 31,386 3.97 % $ 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 %
Home equity loans 1,421,717 21,080 5.88 % 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 %
Consumer loans 2,330,173 32,729 5.57 % 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 %
Commercial real estate loans 3,377,740 51,761 6.00 % 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 %
Commercial loans 2,278,859 41,519 7.13 % 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 %
Total loans receivable (a) (b) (d) 12,568,497 178,475 5.63 % 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 %
Mortgage-backed securities (c) 1,810,209 12,668 2.80 % 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 %
Investment securities (c) (d) 301,719 2,153 2.85 % 266,053 1,668 2.51 % 263,825 1,599 2.43 % 264,840 1,575 2.38 % 263,127 1,504 2.29 %
FHLB stock, at cost 30,434 652 8.51 % 17,838 318 7.15 % 20,862 366 7.11 % 21,237 392 7.35 % 20,849 394 7.51 %
Other interest-earning deposits 164,131 1,700 4.05 % 220,416 2,673 4.85 % 243,412 2,416 3.97 % 132,273 1,554 4.60 % 173,770 2,312 5.29 %
Total interest-earning assets 14,874,990 195,648 5.22 % 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 %
Noninterest-earning assets (e) 1,067,450 924,513 924,466 930,582 934,593
Total assets $ 15,942,440 $ 14,468,197 $ 14,402,483 $ 14,322,864 $ 14,351,669
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits $ 2,343,137 6,679 1.13 % $ 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 %
Interest-bearing demand deposit 2,782,369 8,258 1.18 % 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 %
Money market deposit accounts 2,392,748 11,785 1.95 % 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 %
Time deposits 2,818,526 25,158 3.54 % 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 %
Total interesting bearing deposits (g) 10,336,780 51,880 1.99 % 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 %
Borrowed funds (f) 347,357 3,366 3.84 % 208,342 2,046 3.94 % 224,122 2,206 3.99 % 222,506 2,246 4.02 % 220,677 2,266 4.09 %
Subordinated debt 114,745 1,335 4.65 % 114,661 1,148 4.00 % 114,576 1,148 4.01 % 114,488 1,148 4.01 % 114,396 1,148 4.01 %
Junior subordinated debentures 129,986 2,123 6.39 % 129,921 2,106 6.41 % 129,856 2,098 6.46 % 129,791 2,277 6.87 % 129,727 2,467 7.56 %
Total interest-bearing liabilities 10,928,868 58,704 2.13 % 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 %
Noninterest-bearing demand deposits (g) 2,959,871 2,611,597 2,588,502 2,587,071 2,579,775
Noninterest-bearing liabilities 244,306 225,306 228,947 238,434 217,161
Total liabilities 14,133,045 12,832,231 12,785,872 12,733,636 12,778,772
Shareholders’ equity 1,809,395 1,635,966 1,616,611 1,589,228 1,572,897
Total liabilities and shareholders’ equity $ 15,942,440 $ 14,468,197 $ 14,402,483 $ 14,322,864 $ 14,351,669
Net interest income/Interest rate spread FTE 136,944 3.09 % 120,322 3.02 % 128,685 3.31 % 115,048 2.83 % 112,216 2.72 %
Net interest-earning assets/Net interest margin FTE $ 3,946,122 3.65 % $ 3,548,356 3.56 % $ 3,509,594 3.87 % $ 3,484,151 3.42 % $ 3,435,240 3.33 %
Tax equivalent adjustment (d) 970 878 867 851 914
Net interest income, GAAP basis 135,974 119,444 127,818 114,197 111,302
Ratio of interest-earning assets to interest-bearing liabilities 1.36X 1.36X 1.35X 1.35X 1.34X

(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%, 1.55%, 1.59%, 1.68%, and 1.78%, 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.

Nine months ended September 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 $ 3,135,705 91,758 3.90 % $ 3,340,332 96,392 3.85 %
Home equity loans 1,236,733 53,509 5.78 % 1,185,145 51,893 5.85 %
Consumer loans 2,118,568 87,650 5.53 % 2,012,461 77,401 5.14 %
Commercial real estate loans 3,033,193 151,726 6.60 % 3,005,966 136,556 6.07 %
Commercial loans 2,145,555 114,818 7.06 % 1,768,325 99,923 7.55 %
Loans receivable (a) (b) (d) 11,669,754 499,461 5.72 % 11,312,229 462,165 5.46 %
Mortgage-backed securities (c) 1,791,479 36,552 2.72 % 1,729,064 28,278 2.18 %
Investment securities (c) (d) 277,338 5,420 2.61 % 294,598 4,251 1.92 %
FHLB stock, at cost 23,080 1,336 7.74 % 26,195 1,499 7.64 %
Other interest-earning deposits 209,320 6,789 4.28 % 124,037 4,935 5.31 %
Total interest-earning assets 13,970,971 549,558 5.26 % 13,486,123 501,128 4.96 %
Noninterest-earning assets (e) 972,376 919,969
Total assets $ 14,943,347 $ 14,406,092
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits $ 2,250,418 19,653 1.17 % $ 2,139,461 17,673 1.10 %
Interest-bearing demand deposits 2,662,521 22,513 1.13 % 2,554,172 19,501 1.02 %
Money market deposit accounts 2,200,063 30,748 1.87 % 1,962,019 25,684 1.75 %
Time deposits 2,683,081 73,117 3.64 % 2,787,306 91,780 4.40 %
Total interesting bearing deposits (g) 9,796,083 146,031 1.99 % 9,442,958 154,638 2.19 %
Borrowed funds (f) 260,392 7,618 3.91 % 337,427 11,636 4.61 %
Subordinated debt 114,661 3,631 4.22 % 114,310 3,444 4.02 %
Junior subordinated debentures 129,922 6,327 6.42 % 129,662 7,375 7.60 %
Total interest-bearing liabilities 10,301,058 163,607 2.12 % 10,024,357 177,093 2.36 %
Noninterest-bearing demand deposits (g) 2,721,350 2,581,018
Noninterest-bearing liabilities 232,909 245,917
Total liabilities 13,255,317 12,851,292
Shareholders’ equity 1,688,030 1,554,800
Total liabilities and shareholders’ equity $ 14,943,347 $ 14,406,092
Net interest income/Interest rate spread 385,951 3.14 % 324,035 2.60 %
Net interest-earning assets/Net interest margin $ 3,669,913 3.69 % $ 3,461,766 3.21 %
Tax equivalent adjustment (d) 2,715 2,654
Net interest income, GAAP basis 383,236 321,381
Ratio of interest-earning assets to interest-bearing liabilities 1.36X 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 1.56% and 1.72%, respectively.

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