8-K

Northwest Bancshares, Inc. (NWBI)

8-K 2026-01-26 For: 2026-01-26
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):  January 26, 2026

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)

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))

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

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 January 26, 2026, Northwest Bancshares, Inc. issued a press release announcing its financial results for the three and twelve month period ended December 31, 2025 (the "Press Release"). The Press Release is being furnished as Exhibit 99.1. The Company also made available its fourth 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 January 26, 2026
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: January 26, 2026 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 Fourth Quarter 2025 net income of $46 million,

or $0.31 per diluted share

Adjusted net income (non-GAAP) of $49 million, or $0.33 per diluted share

Net interest margin expands to 3.69% amid solid performance

Year to date EPS of $0.92 per diluted share, 16% growth from the prior year

Record quarterly total revenue of $180 million, 17% growth from the prior year

Columbus, Ohio — January 26, 2026

Northwest Bancshares, Inc., (the “Company”), (Nasdaq: NWBI) announced net income for the quarter ended December 31, 2025 of $46 million, or $0.31 per diluted share. This represents an increase of $13 million compared to the same quarter last year, when net income was $33 million, or $0.26 per diluted share, and an increase of $43 million compared to the prior quarter, when net income was $3 million, or $0.02 per diluted share. The annualized returns on average shareholders’ equity and average assets for the quarter ended December 31, 2025 were 9.70% and 1.10% compared to 8.20% and 0.91% for the same quarter last year and 0.69% and 0.08% from the prior quarter.

Adjusted net income (non-GAAP) for the quarter ended December 31, 2025 was $49 million, or $0.33 per diluted share, which increased by $8 million from $41 million, or $0.29 per diluted share in the prior quarter. This increase was driven by an increase in net interest income of $6 million, coupled with an increase in noninterest income of $6 million and a decrease in adjusted provision expense partially offset by an increase in adjusted noninterest expense of $7 million for the quarter ended December 31, 2025. All quarterly results were impacted by a full quarter of the acquisition of Penns Woods Bancorp, Inc. ("Penns Woods") which closed in late July 2025. The adjusted annualized returns on average shareholders’ equity (non-GAAP) and average assets (non-GAAP) for the quarter ended December 31, 2025 were 10.33% and 1.17% compared to 8.89% and 1.01% 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 February 18, 2026 to shareholders of record as of February 5, 2026. This is the 125th consecutive quarter in which the Company has paid a cash dividend. Based on the market value of the Company’s common stock as of December 31, 2025, this represents an annualized dividend yield of approximately 6.7%.

Louis J. Torchio, President and CEO, Northwest Bancshares commented, “2025 was a transformational year for Northwest Bank. We closed on a significant acquisition, drove record revenue of $655 million for the full year, and continued to expand the firm’s net interest margin. Coupled with our demonstrated expense management discipline through the closing and integration of our sizeable acquisition, we drove double digit EPS growth, all while investing in the talent, technology, and new financial centers and products to support our future growth.”

“I am excited at our prospects in 2026, and anticipate another year of record revenue growth, as we build out our consumer franchise in Columbus, deepen relationships in our existing core markets, and continue to build market share in our commercial lines of business.”

Balance Sheet Highlights

Dollars in thousands Change 4Q25 vs.
4Q25 3Q25 4Q24 3Q25 4Q24
Average loans receivable $ 12,982,499 12,568,497 11,204,781 3.3 % 15.9 %
Average investments 2,201,221 2,111,928 2,033,991 4.2 % 8.2 %
Average deposits 13,771,215 13,296,651 12,028,417 3.6 % 14.5 %
Average borrowed funds 354,894 347,357 222,506 2.2 % 59.5 %

•Average loans receivable increased $1.8 billion from the quarter ended December 31, 2024, primarily driven by the Penns Woods acquisition. Compared to the third quarter of 2025, average loans receivable increased by $414 million due to a full quarter impact from the acquisition coupled with internal loan growth.

•Average investments increased $167 million from the quarter ended December 31, 2024 and $89 million from the quarter ended September 30, 2025. The growth in average investments was primarily due to the Penns Woods acquisition and a targeted increase in the overall securities portfolio during the quarter.

•Average deposits grew $1.7 billion from the quarter ended December 31, 2024 and $475 million from the third quarter 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 $132 million compared to the quarter ended December 31, 2024 due to the acquisition of long term borrowings from Penns Woods. Average borrowings increased $8 million compared to the quarter ended September 30, 2025. The increase is primarily attributable to the acquired long term borrowings and additional short term borrowings to fund loan and securities growth.

Income Statement Highlights

Dollars in thousands Change 4Q25 vs.
4Q25 3Q25 4Q24 3Q25 4Q24
Interest income $ 202,825 194,678 170,722 4.2 % 18.8 %
Interest expense 60,659 58,704 56,525 3.3 % 7.3 %
Net interest income $ 142,166 135,974 114,197 4.6 % 24.5 %
Net interest margin (FTE) 3.69 % 3.65 % 3.42 %

Compared to the quarter ended December 31, 2024, net interest income increased $28 million and net interest margin increased to 3.69% from 3.42% for the quarter ended December 31, 2024. This increase in net interest income resulted primarily from:

•A $32 million increase in interest income that was the result of higher average yields coupled with an increase in average earning assets. The increase in average earning assets was driven by the Penns Woods acquisition during the third quarter. The average yield on loans improved to 5.65% for the quarter ended December 31, 2025 from 5.56% for the quarter ended December 31, 2024 driven by a loan mix shift towards higher yielding commercial loans along with the accretion of loan fair value marks from the acquisition of $4.6 million during the quarter.

•A $4 million increase in interest expense is the result of an increase in the average balance of interest-bearing liabilities partially offset by a decline in the cost of deposits. The cost of interest-bearing liabilities decreased to 2.14% for the quarter ended December 31, 2025 from 2.27% for the quarter ended December 31, 2024.

Compared to the quarter ended September 30, 2025, net interest income increased $6 million and net interest margin increased to 3.69% for the quarter ended December 31, 2025 from 3.65% for the quarter ended September 30, 2025. This increase in net interest income resulted from the following:

•A $8 million increase in interest income driven by growth in the average loan and investment balances and an increase on loan and investments yields compared to the prior quarter. The average yield on loans increased to 5.65% from 5.63% and average investment yields increased to 2.98% from 2.81% for the quarter ended September 30, 2025. The increases were primarily driven by the Penns Woods acquisition, including the accretion of loan fair value marks, coupled with a continued shift in loan mix towards higher yielding commercial loans and adding new securities at rates above the existing portfolio average.

•A $2 million increase in interest expense driven higher average balances on both deposits and borrowings from the Penns Woods acquisition. Average cost of interest-bearing deposits decreased slightly compared to the prior quarter to 1.97% from 1.99% for the September 30, 2025 while average cost of borrowings declined to 3.83% from 3.84% for the quarter ended September 30, 2025.

Dollars in thousands Change 4Q25 vs.
4Q25 3Q25 4Q24 3Q25 4Q24
Provision for credit losses - loans $ 5,743 31,394 15,549 (81.7) % (63.1) %
Provision for credit losses - unfunded commitments 1,981 (189) 1,016 1148.1 % 95.0 %
Total provision for credit losses expense $ 7,724 31,205 16,565 (75.2) % (53.4) %
Net charge-offs to average loans, annualized 0.40 % 0.29 % 0.87 %

The total provision for credit losses for the quarter ended December 31, 2025 was $7.7 million primarily driven by growth in our commercial lending portfolio and net charge-offs in the current period.

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.

The Company saw an decrease in classified loans to $453 million, or 3.49% of total loans, at December 31, 2025 from $527 million, or 4.07% of total loans, at September 30, 2025 and an increase from $272 million, or 2.44% of total loans, at December 31, 2024. This decrease was driven by improvements within the commercial real estate portfolio which decreased $65 million from the prior quarter. The increase from the prior year was primarily due to classified loans acquired in the Penns Woods acquisition.

Dollars in thousands Change 4Q25 vs.
4Q25 3Q25 4Q24 3Q25 4Q24
Noninterest income:
Gain on sale of investments $ 142 36 294.4 % NA
Gain on sale of SBA loans 437 341 822 28.2 % (46.8) %
Service charges and fees 17,377 16,911 15,975 2.8 % 8.8 %
Trust and other financial services income 8,416 8,040 7,485 4.7 % 12.4 %
Gain on real estate owned, net 148 132 238 12.1 % (37.8) %
Income from bank-owned life insurance 8,269 1,751 2,020 372.2 % 309.4 %
Mortgage banking income 379 1,003 224 (62.2) % 69.2 %
Other operating income 2,609 3,984 13,299 (34.5) % (80.4) %
Total noninterest income $ 37,777 32,198 40,063 17.3 % (5.7) %

Noninterest income decreased from the quarter ended December 31, 2024 by $2 million primarily due to a decrease in other operating income driven by a gain on sale of Visa B shares and a gain on a low income housing tax credit investment in the prior year which was partially offset by an increase in income from bank-owned life insurance due to a large claim recognized in the current quarter. Noninterest income increased from the quarter ended September 30, 2025 by $6 million due primarily to an increase in income from bank-owned life insurance.

Dollars in thousands Change 4Q25 vs.
4Q25 3Q25 4Q24 3Q25 4Q24
Noninterest expense:
Personnel expense $ 65,143 63,014 53,198 3.4 % 22.5 %
Non-personnel expense 48,378 70,484 42,128 (31.4) % 14.8 %
Total noninterest expense $ 113,521 133,498 95,326 (15.0) % 19.1 %

Noninterest expense increased from the quarter ended December 31, 2024 due to a $12 million 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 $6 million due to an increase of $2 million of amortization of intangible expense and $1 million of merger and restructuring expense related to the acquisition coupled with increases in operating expenses due to the addition of the Penns Woods branches to our footprint.

Compared to the quarter ended September 30, 2025, personnel expense increased $2 million driven by the same factors discussed above. Non-personnel expense decreased by $22 million due to a $27 million decrease in merger and restructuring expenses in the current quarter which was offset by an increase in processing and other expense due to a full quarter of additional branches and the timing of charitable contributions.

Dollars in thousands Change 4Q25 vs.
4Q25 3Q25 4Q24 3Q25 4Q24
Income before income taxes $ 58,698 3,469 42,369 1592.1 % 38.5 %
Income tax expense 12,985 302 9,619 4199.7 % 35.0 %
Net income $ 45,713 3,167 32,750 1343.4 % 39.6 %

The provision for income taxes increased by $3 million from the quarter ended December 31, 2024 and $13 million from the quarter ended September 30, 2025 primarily due to the quarterly change in income before income taxes.

Net income increased from the quarter ended December 31, 2024 and September 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 December 31, 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, tariff and international trade policies of the U.S. government, including policies of the U.S. Department of Treasury and Board of Governors of the Federal Reserve System, and any related increases in compliance and other costs; trade disputes, barriers to trade or the emergence of trade restrictions and the resulting impacts on market volatility and global trade; growing fiscal deficits; potential recession or slowing of growth in the U.S., Europe and other regions; developments in the Middle East and in Latin America; 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)

December 31,<br>2025 September 30,<br>2025 December 31,<br>2024
Assets
Cash and cash equivalents $ 233,647 278,817 288,378
Marketable securities available-for-sale (amortized cost of $1,710,978, $1,405,959 and $1,278,665, respectively) 1,586,382 1,270,880 1,108,944
Marketable securities held-to-maturity (fair value of $605,929, $618,633 and $637,948, respectively) 683,369 702,392 750,586
Total cash and cash equivalents and marketable securities 2,503,398 2,252,089 2,147,908
Loans held-for-sale 22,437 22,297 76,331
Residential mortgage loans 3,100,780 3,157,853 3,178,269
Home equity loans 1,507,532 1,520,893 1,149,396
Consumer loans 2,563,890 2,453,805 1,995,085
Commercial real estate loans 3,296,902 3,495,664 2,849,862
Commercial loans 2,538,212 2,312,718 2,007,402
Total loans receivable 13,007,316 12,940,933 11,180,014
Allowance for credit losses (150,212) (157,396) (116,819)
Loans receivable, net 12,857,104 12,783,537 11,063,195
FHLB stock, at cost 36,628 33,349 21,006
Accrued interest receivable 56,291 55,549 46,356
Real estate owned, net 76 174 35
Premises and equipment, net 140,381 139,491 124,246
Bank-owned life insurance 294,386 303,115 253,137
Goodwill 444,330 438,402 380,997
Other intangible assets, net 39,667 47,924 2,837
Other assets 371,919 305,082 292,176
Total assets $ 16,766,617 16,381,009 14,408,224
Liabilities and shareholders’ equity
Liabilities
Noninterest-bearing demand deposits $ 3,123,229 3,089,963 2,621,415
Interest-bearing demand deposits 2,995,759 2,898,350 2,666,504
Money market deposit accounts 2,540,818 2,462,979 2,007,739
Savings deposits 2,366,513 2,373,413 2,171,251
Time deposits 2,916,698 2,871,544 2,677,645
Total deposits 13,943,017 13,696,249 12,144,554
Borrowed funds 446,283 368,241 200,331
Subordinated debt 114,800 114,800 114,538
Junior subordinated debentures 130,093 130,028 129,834
Advances by borrowers for taxes and insurance 37,309 21,840 42,042
Accrued interest payable 6,846 10,555 6,935
Other liabilities 197,845 183,560 173,134
Total liabilities 14,876,193 14,525,273 12,811,368
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, 146,107,964, 146,097,057 and 127,508,003 shares issued and outstanding, respectively 1,461 1,461 1,275
Additional paid-in capital 1,270,444 1,268,694 1,033,385
Retained earnings 689,210 672,843 673,110
Accumulated other comprehensive loss (70,691) (87,262) (110,914)
Total shareholders’ equity 1,890,424 1,855,736 1,596,856
Total liabilities and shareholders’ equity $ 16,766,617 16,381,009 14,408,224
Equity to assets 11.27 % 11.33 % 11.08 %
Tangible common equity to tangible assets* 8.64 % 8.62 % 8.65 %
Book value per share $ 12.94 12.70 12.52
Tangible book value per share* $ 9.63 9.37 9.51
Closing market price per share $ 12.00 12.39 13.19
Full time equivalent employees 2,169 2,190 1,956
Number of banking offices 161 161 141

*    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
December 31, 2025 September 30,<br>2025 June 30, 2025 March 31, 2025 December 31, 2024
Interest income:
Loans receivable $ 184,047 177,723 154,914 164,638 155,838
Mortgage-backed securities 14,071 12,668 12,154 11,730 11,515
Taxable investment securities 1,324 1,183 999 933 910
Tax-free investment securities 777 752 512 512 515
FHLB stock dividends 701 652 318 366 392
Interest-earning deposits 1,905 1,700 2,673 2,416 1,552
Total interest income 202,825 194,678 171,570 180,595 170,722
Interest expense:
Deposits 52,947 51,880 46,826 47,325 50,854
Borrowed funds 7,712 6,824 5,300 5,452 5,671
Total interest expense 60,659 58,704 52,126 52,777 56,525
Net interest income 142,166 135,974 119,444 127,818 114,197
Provision for credit losses - loans 5,743 31,394 11,456 8,256 15,549
Provision for credit losses - unfunded commitments 1,981 (189) (2,712) (345) 1,016
Net interest income after provision for credit losses 134,442 104,769 110,700 119,907 97,632
Noninterest income:
Gain on sale of investments 142 36
Gain on sale of SBA loans 437 341 819 1,238 822
Service charges and fees 17,377 16,911 15,797 14,987 15,975
Trust and other financial services income 8,416 8,040 7,948 7,910 7,485
Gain on real estate owned, net 148 132 258 84 238
Income from bank-owned life insurance 8,269 1,751 1,421 1,331 2,020
Mortgage banking income 379 1,003 1,075 696 224
Other operating income 2,609 3,984 3,620 2,109 13,299
Total noninterest income 37,777 32,198 30,938 28,355 40,063
Noninterest expense:
Compensation and employee benefits 65,143 63,014 55,213 54,540 53,198
Premises and occupancy costs 8,170 7,707 7,122 8,400 7,263
Office operations 4,217 3,495 2,910 2,977 3,036
Collections expense 856 776 838 328 905
Processing expenses 16,454 15,072 12,973 13,990 15,361
Marketing expenses 1,827 1,932 3,018 1,880 2,327
Federal deposit insurance premiums 3,538 3,361 2,296 2,328 2,949
Professional services 3,366 3,010 3,990 2,756 3,788
Amortization of intangible assets 2,257 1,974 436 504 526
Merger, asset disposition and restructuring expense 4,160 31,260 6,244 1,123 2,850
Other expenses 3,533 1,897 2,500 2,911 3,123
Total noninterest expense 113,521 133,498 97,540 91,737 95,326
Income before income taxes 58,698 3,469 44,098 56,525 42,369
Income tax expense 12,985 302 10,423 13,067 9,619
Net income $ 45,713 3,167 33,675 43,458 32,750
Basic earnings per share $ 0.31 0.02 0.26 0.34 0.26
Diluted earnings per share $ 0.31 0.02 0.26 0.34 0.26
Weighted average common shares outstanding - diluted 146,703,966 141,175,516 128,114,509 128,299,013 127,968,910
Annualized return on average equity 9.70 % 0.69 % 8.26 % 10.90 % 8.20 %
Annualized return on average assets 1.10 % 0.08 % 0.93 % 1.22 % 0.91 %
Annualized return on average tangible common equity * 13.10 % 0.90 % 10.78 % 14.29 % 10.81 %
Efficiency ratio 63.09 % 79.38 % 64.86 % 58.74 % 61.80 %
Efficiency ratio, excluding certain items ** 59.52 % 59.62 % 60.42 % 57.70 % 59.61 %

*    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)

Year ended December 31,
2025 2024
Interest income:
Loans receivable $ 681,322 615,776
Mortgage-backed securities 50,623 39,793
Taxable investment securities 4,439 3,274
Tax-free investment securities 2,553 1,975
FHLB stock dividends 2,037 1,891
Interest-earning deposits 8,694 6,487
Total interest income 749,668 669,196
Interest expense:
Deposits 198,978 205,492
Borrowed funds 25,288 28,126
Total interest expense 224,266 233,618
Net interest income 525,402 435,578
Provision for credit losses - loans 56,849 27,679
Provision for credit losses - unfunded commitments (1,265) (3,174)
Net interest income after provision for credit losses 469,818 411,073
Noninterest income:
Gain/(loss) on sale of investments 178 (39,413)
Gain on sale of SBA loans 2,835 3,819
Service charges and fees 65,072 62,957
Trust and other financial services income 32,314 30,102
Gain on real estate owned, net 622 887
Income from bank-owned life insurance 12,772 6,327
Mortgage banking income 3,153 2,321
Other operating income 12,322 20,010
Total noninterest income 129,268 87,010
Noninterest expense:
Compensation and employee benefits 237,910 214,455
Premises and occupancy costs 31,399 29,469
Office operations 13,599 12,433
Collections expense 2,798 2,121
Processing expenses 58,489 59,351
Marketing expenses 8,657 8,890
Federal deposit insurance premiums 11,523 11,600
Professional services 13,122 14,883
Amortization of intangible assets 5,171 2,452
Merger, asset disposition and restructuring expense 42,787 5,763
Other expenses 10,841 7,120
Total noninterest expense 436,296 368,537
Income before income taxes 162,790 129,546
Income tax expense 36,777 29,268
Net income $ 126,013 100,278
Basic earnings per share $ 0.93 0.79
Diluted earnings per share $ 0.92 0.79
Weighted average common shares outstanding - diluted 136,322,885 127,699,501
Annualized return on average equity 7.27 % 6.41 %
Annualized return on average assets 0.82 % 0.70 %
Annualized return on tangible common equity * 9.56 % 8.51 %
Efficiency ratio 66.64 % 70.52 %
Efficiency ratio, excluding certain items ** 59.32 % 64.11 %

*    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, gain on sale of mortgage servicing rights, 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 Year ended December 31,
December 31, 2025 September 30,<br>2025 December 31, 2024 2025 2024
Reconciliation of net income to adjusted net income:
Net income (GAAP) $ 45,713 3,167 32,750 126,013 100,278
Non-GAAP adjustments
Add: merger, asset disposition and restructuring expense 4,160 31,260 2,850 42,787 5,763
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 (1,165) (14,539) (798) (17,766) (12,649)
Adjusted net income (non-GAAP) $ 48,708 40,552 34,802 171,698 132,805
Diluted earnings per share (GAAP) $ 0.31 0.02 0.26 0.92 0.79
Diluted adjusted earnings per share (non-GAAP) $ 0.33 0.29 0.27 1.26 1.04
Average equity $ 1,870,088 1,809,395 1,589,228 1,733,909 1,563,454
Average assets 16,494,008 15,942,440 14,322,864 15,334,189 14,385,171
Annualized return on average equity (GAAP) 9.70 % 0.69 % 8.20 % 7.27 % 6.41 %
Annualized return on average assets (GAAP) 1.10 % 0.08 % 0.91 % 0.82 % 0.70 %
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) 10.33 % 8.89 % 8.71 % 9.90 % 8.49 %
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) 1.17 % 1.01 % 0.97 % 1.12 % 0.92 %

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.

December 31,<br>2025 September 30,<br>2025 December 31,<br>2024
Tangible common equity to assets
Total shareholders’ equity $ 1,890,424 1,855,736 1,596,856
Less: goodwill and intangible assets (483,997) (486,326) (383,834)
Tangible common equity $ 1,406,427 1,369,410 1,213,022
Total assets $ 16,766,617 16,381,009 14,408,224
Less: goodwill and intangible assets (483,997) (486,326) (383,834)
Tangible assets $ 16,282,620 15,894,683 14,024,390
Tangible common equity to tangible assets 8.64 % 8.62 % 8.65 %
Tangible book value per share
Tangible common equity $ 1,406,427 1,369,410 1,213,022
Common shares outstanding 146,107,964 146,097,057 127,508,003
Tangible book value per share 9.63 9.37 9.51

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 Year ended December 31,
December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024 2025 2024
Annualized return on average tangible common equity
Net income $ 45,713 3,167 33,675 43,458 32,750 126,013 100,278
Average shareholders’ equity 1,870,088 1,809,395 1,635,966 1,616,611 1,589,228 1,733,909 1,563,454
Less: average goodwill and intangible assets (485,252) (409,875) (383,152) (383,649) (384,178) (415,735) (385,074)
Average tangible common equity $ 1,384,836 1,399,520 1,252,814 1,232,962 1,205,050 1,318,174 1,178,380
Annualized return on average tangible common equity 13.10 % 0.90 % 10.78 % 14.29 % 10.81 % 9.56 % 8.51 %
Efficiency ratio, excluding loss on the sale of investments, amortization and merger, asset disposition and restructuring expenses
Non-interest expense $ 113,521 133,498 97,540 91,737 95,326 436,296 368,537
Less: amortization expense (2,257) (1,974) (436) (504) (526) (5,171) (2,452)
Less: merger, asset disposition and restructuring expenses (4,160) (31,260) (6,244) (1,123) (2,850) (42,787) (5,763)
Non-interest expense, excluding amortization and merger, assets disposition and restructuring expenses $ 107,104 100,264 90,860 90,110 91,950 388,338 360,322
Net interest income $ 142,166 135,974 119,444 127,818 114,197 525,402 435,578
Non-interest income 37,777 32,198 30,938 28,355 40,063 129,268 87,010
Add: loss on the sale of investments 39,413
Net interest income plus non-interest income, excluding loss on sale of investments $ 179,943 168,172 150,382 156,173 154,260 654,670 562,001
Efficiency ratio, excluding loss on sale of investments, amortization and merger, asset disposition and restructuring expenses 59.52 % 59.62 % 60.42 % 57.70 % 59.61 % 59.32 % 64.11 %

*    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, loss on sale of investments and gain on sale of mortgage servicing rights. 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 are not federally insured. The following table provides details regarding the Company’s uninsured deposits portfolio:

As of December 31, 2025
Balance Percent of <br>total deposits Number of <br>relationships
Uninsured deposits per the Call Report (1) $ 3,737,960 26.8 % 6,289
Less intercompany deposit accounts 1,339,304 9.6 % 12
Less collateralized deposit accounts 435,258 3.1 % 260
Uninsured deposits excluding intercompany and collateralized accounts $ 1,963,398 14.1 % 6,017

(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 $42.4 million, or 0.31% of total deposits, as of December 31, 2025. Our top ten largest uninsured depositors, excluding intercompany and collateralized deposit accounts, had an aggregate uninsured deposit balance of $236.3 million, or 1.69% of total deposits, as of December 31, 2025. The average uninsured deposit account balance, excluding intercompany and collateralized accounts, was $326,254 as of December 31, 2025.

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

As of December 31, 2025
Balance Percent of <br>total deposits Number of <br>accounts
Personal noninterest bearing demand deposits $ 1,714,326 12.2 % 312,429
Business noninterest bearing demand deposits 1,408,903 10.1 % 48,081
Personal interest-bearing demand deposits 1,401,892 10.1 % 54,866
Business interest-bearing demand deposits 1,593,867 11.4 % 9,120
Personal money market deposits 1,766,973 12.7 % 27,259
Business money market deposits 773,845 5.6 % 3,226
Savings deposits 2,366,513 17.0 % 187,565
Time deposits 2,916,698 20.9 % 81,429
Total deposits $ 13,943,017 100.0 % 723,975

Our average deposit account balance as of December 31, 2025 was $19,259. The Company’s insured cash sweep deposit balance was $781 million as of December 31, 2025.

Northwest Bancshares, Inc. and Subsidiaries

Regulatory Capital Requirements (Unaudited)

(dollars in thousands)

At December 31, 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. $ 1,875,097 15.36 % $ 1,281,842 10.50 % $ 1,220,802 10.00 %
Northwest Bank 1,732,895 14.21 % 1,280,528 10.50 % 1,219,551 10.00 %
Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,504,320 12.32 % 1,037,682 8.50 % 732,481 6.00 %
Northwest Bank 1,580,217 12.96 % 1,036,618 8.50 % 975,641 8.00 %
Common equity tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,504,320 12.32 % 854,561 7.00 % N/A N/A
Northwest Bank 1,580,217 12.96 % 853,686 7.00 % 792,708 6.50 %
Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc. 1,504,320 9.29 % 647,636 4.00 % N/A N/A
Northwest Bank 1,580,217 9.77 % 647,141 4.00 % 808,926 5.00 %

(1)     December 31, 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)

December 31, 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 $ 1,631 11 (13) 1,629 3.12
Due after ten years 41,673 (7,390) 34,283 5.83
Debt issued by government sponsored enterprises:
Due after one year through five years 1,040 6 (2) 1,044 1.51
Due after five years through ten years 996 7 1,003 0.42
Municipal securities:
Due within one year 1,810 9 1,819 0.59
Due after one year through five years 10,876 118 (7) 10,987 2.32
Due after five years through ten years 25,111 393 (1,253) 24,251 6.69
Due after ten years 52,342 342 (6,473) 46,211 9.40
Corporate debt issues:
Due within one year 500 500 0.24
Due in one year through five years 4,716 12 (22) 4,706 3.65
Due after five years through ten years 46,436 1,429 (64) 47,801 4.23
Due after ten years 4,000 27 4,027 4.42
Mortgage-backed agency securities:
Fixed rate pass-through 402,670 3,940 (10,685) 395,925 7.24
Variable rate pass-through 3,015 66 (2) 3,079 3.34
Fixed rate agency CMBS 616,751 1,553 (73,461) 544,843 3.67
Variable rate agency CMBS 8,341 2 8,343 3.00
Fixed rate agency CMOs 451,776 1,685 (34,848) 418,613 5.35
Variable rate agency CMOs 37,294 103 (79) 37,318 6.44
Total mortgage-backed agency securities 1,519,847 7,349 (119,075) 1,408,121 5.24
Total marketable securities available-for-sale $ 1,710,978 9,703 (134,299) 1,586,382 5.32
Marketable securities held-to-maturity
Government sponsored
Due after one year through five years $ 16,477 (98) 16,379 0.23
Due after five years through ten years 107,988 (8,216) 99,772 2.79
Mortgage-backed agency securities:
Fixed rate pass-through 98,462 1 (9,775) 88,688 4.21
Variable rate pass-through 310 3 313 3.35
Fixed rate agency CMBS 78,270 (13,133) 65,137 3.43
Fixed rate agency CMOs 381,334 (46,220) 335,114 5.57
Variable rate agency CMOs 528 (2) 526 3.96
Total mortgage-backed agency securities 558,904 4 (69,130) 489,778 5.03
Total marketable securities held-to-maturity $ 683,369 4 (77,444) 605,929 4.65

Northwest Bancshares, Inc. and Subsidiaries

Asset Quality (Unaudited)

(dollars in thousands)

December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Nonaccrual loans:
Residential mortgage loans $ 12,247 11,497 8,482 7,025 6,951
Home equity loans 3,755 6,979 3,507 3,004 3,332
Consumer loans 5,711 5,898 4,418 5,201 5,028
Commercial real estate loans 57,485 82,580 62,091 31,763 36,967
Commercial loans 28,085 21,371 23,896 11,757 9,123
Total nonaccrual loans $ 107,283 128,325 102,394 58,750 61,401
Loans 90 days past due and still accruing 646 701 493 603 656
Nonperforming loans 107,929 129,026 102,887 59,353 62,057
Real estate owned, net 76 174 48 80 35
Other nonperforming assets (1) 16,102 16,102
Nonperforming assets $ 108,005 129,200 102,935 75,535 78,194
Nonperforming loans to total loans 0.83 % 1.00 % 0.91 % 0.53 % 0.56 %
Nonperforming assets to total assets 0.64 % 0.79 % 0.71 % 0.52 % 0.54 %
Allowance for credit losses to total loans 1.15 % 1.22 % 1.14 % 1.09 % 1.04 %
Allowance for credit losses to nonperforming loans 139.18 % 121.99 % 125.53 % 206.91 % 188.24 %

(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 December 31, 2025 Pass Special<br>   mention * Substandard ** Doubtful Loss Loans<br>receivable
Personal Banking:
Residential mortgage loans $ 3,088,533 12,247 3,100,780
Home equity loans 1,503,777 3,755 1,507,532
Consumer loans 2,557,577 6,313 2,563,890
Total Personal Banking 7,149,887 22,315 7,172,202
Commercial Banking:
Commercial real estate loans 2,817,802 131,589 347,511 3,296,902
Commercial loans 2,392,830 61,852 83,530 2,538,212
Total Commercial Banking 5,210,632 193,441 431,041 5,835,114
Total loans $ 12,360,519 193,441 453,356 13,007,316
At September 30, 2025
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

*    Includes $38.2 million, $41.0 million, $4.0 million, $4.7 million, and $2.7 million of acquired loans at December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025, and December 31, 2024, respectively.

**    Includes $93.2 million, $96.9 million, $19.2 million, $18.0 million, and $19.8 million of acquired loans at December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025, and December 31, 2024, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Loan Delinquency (Unaudited)

(dollars in thousands)

December 31,<br>2025 * September 30,<br>2025 * June 30,<br>2025 * March 31,<br>2025 * December 31,<br>2024 *
Loans delinquent 30 days to 59 days:
Residential mortgage loans $ 41,180 1.3 % $ 1,639 0.1 % $ 561 % $ 32,840 1.0 % $ 28,690 0.9 %
Home equity loans 6,488 0.4 % 4,644 0.3 % 4,664 0.4 % 3,882 0.3 % 5,365 0.5 %
Consumer loans 14,063 0.5 % 12,257 0.5 % 9,174 0.4 % 8,792 0.4 % 11,102 0.6 %
Commercial real estate loans 28,645 0.9 % 14,600 0.4 % 4,585 0.2 % 8,536 0.3 % 5,215 0.2 %
Commercial loans 5,657 0.2 % 9,974 0.4 % 5,569 0.3 % 6,841 0.3 % 5,632 0.3 %
Total loans delinquent 30 days to 59 days $ 96,033 0.7 % $ 43,114 0.3 % $ 24,553 0.2 % $ 60,891 0.5 % $ 56,004 0.5 %
Loans delinquent 60 days to 89 days:
Residential mortgage loans $ 10,934 0.4 % $ 7,917 0.3 % $ 8,958 0.3 % $ 3,074 0.1 % $ 10,112 0.3 %
Home equity loans 2,316 0.2 % 2,671 0.2 % 985 0.1 % 1,290 0.1 % 1,434 0.1 %
Consumer loans 4,599 0.2 % 3,691 0.2 % 3,233 0.1 % 2,808 0.1 % 3,640 0.2 %
Commercial real estate loans 12,941 0.4 % 1,575 % 13,240 0.5 % 2,001 0.1 % 915 %
Commercial loans 2,899 0.1 % 1,915 0.1 % 2,031 0.1 % 2,676 0.1 % 1,726 0.1 %
Total loans delinquent 60 days to 89 days $ 33,689 0.3 % $ 17,769 0.1 % $ 28,447 0.3 % $ 11,849 0.1 % $ 17,827 0.2 %
Loans delinquent 90 days or more:
Residential mortgage loans $ 10,001 0.3 % $ 9,427 0.3 % $ 6,905 0.2 % $ 4,005 0.1 % $ 4,931 0.2 %
Home equity loans 2,492 0.2 % 2,963 0.2 % 1,879 0.2 % 1,893 0.2 % 2,250 0.2 %
Consumer loans 4,893 0.2 % 4,865 0.2 % 3,486 0.2 % 4,026 0.2 % 3,967 0.2 %
Commercial real estate loans 32,745 1.0 % 56,453 1.6 % 41,875 1.5 % 23,433 0.8 % 7,702 0.3 %
Commercial loans 16,269 0.6 % 9,490 0.4 % 10,433 0.5 % 5,994 0.3 % 7,335 0.4 %
Total loans delinquent 90 days or more $ 66,400 0.5 % $ 83,198 0.6 % $ 64,578 0.6 % $ 39,351 0.3 % $ 26,185 0.2 %
Total loans delinquent $ 196,122 1.5 % $ 144,081 1.1 % $ 117,578 1.0 % $ 112,091 1.0 % $ 100,016 0.9 %

*    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
December 31,<br>2025 September 30,<br>2025 June 30,<br>2025 March 31,<br>2025 December 31,<br>2024
Beginning balance $ 157,396 129,159 122,809 116,819 125,813
Initial allowance on loans purchased with credit deterioration 6,029
Provision 5,743 31,394 11,456 8,256 15,549
Charge-offs residential mortgage (228) (137) (273) (588) (176)
Charge-offs home equity (558) (336) (413) (273) (197)
Charge-offs consumer (4,139) (3,994) (3,331) (3,805) (4,044)
Charge-offs commercial real estate (9,765) (4,312) (293) (116) (13,997)
Charge-offs commercial (532) (2,395) (3,597) (571) (10,400)
Recoveries 2,295 1,988 2,801 3,087 4,271
Ending balance $ 150,212 157,396 129,159 122,809 116,819
Net charge-offs to average loans, annualized 0.40 % 0.29 % 0.18 % 0.08 % 0.87 %
Year ended December 31,
--- --- --- --- --- ---
2025 2024
Beginning balance $ 116,819 125,243
Initial allowance on loans purchased with credit deterioration 6,029
Provision 56,849 27,679
Charge-offs residential mortgage (1,226) (845)
Charge-offs home equity (1,580) (1,736)
Charge-offs consumer (15,269) (14,738)
Charge-offs commercial real estate (14,486) (15,321)
Charge-offs commercial (7,095) (14,462)
Recoveries 10,171 10,999
Ending balance $ 150,212 116,819
Net charge-offs to average loans, annualized 0.25 % 0.32 %

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
December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 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 $ 3,147,858 31,814 4.04 % $ 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 %
Home equity loans 1,512,049 22,802 5.98 % 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 %
Consumer loans 2,412,579 34,436 5.66 % 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 %
Commercial real estate loans 3,468,667 53,345 6.02 % 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 %
Commercial loans 2,441,346 42,447 6.80 % 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 %
Total loans receivable (a) (b) (d) 12,982,499 184,844 5.65 % 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 %
Mortgage-backed securities (c) 1,892,074 14,071 2.97 % 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 %
Investment securities (c) (d) 309,147 2,339 3.03 % 301,719 2,153 2.85 % 266,053 1,668 2.51 % 263,825 1,599 2.43 % 264,840 1,575 2.38 %
FHLB stock, at cost 32,876 701 8.46 % 30,434 652 8.51 % 17,838 318 7.15 % 20,862 366 7.11 % 21,237 392 7.35 %
Other interest-earning deposits 170,370 1,905 4.37 % 164,131 1,700 4.05 % 220,416 2,673 4.85 % 243,412 2,416 3.97 % 132,273 1,554 4.60 %
Total interest-earning assets 15,386,966 203,860 5.26 % 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 %
Noninterest-earning assets (e) 1,107,042 1,067,450 924,513 924,466 930,582
Total assets $ 16,494,008 $ 15,942,440 $ 14,468,197 $ 14,402,483 $ 14,322,864
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits $ 2,362,215 6,324 1.06 % $ 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 %
Interest-bearing demand deposits 2,940,296 9,084 1.23 % 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 %
Money market deposit accounts 2,522,362 12,499 1.97 % 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 %
Time deposits 2,841,234 25,040 3.50 % 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 %
Total interest bearing deposits (g) 10,666,107 52,947 1.97 % 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 %
Borrowed funds (f) 354,894 3,425 3.83 % 347,357 3,366 3.84 % 208,342 2,046 3.94 % 224,122 2,206 3.99 % 222,506 2,246 4.02 %
Subordinated debt 114,800 2,285 7.79 % 114,745 1,335 4.65 % 114,661 1,148 4.00 % 114,576 1,148 4.01 % 114,488 1,148 4.01 %
Junior subordinated debentures 130,051 2,002 6.02 % 129,986 2,123 6.39 % 129,921 2,106 6.41 % 129,856 2,098 6.46 % 129,791 2,277 6.87 %
Total interest-bearing liabilities 11,265,852 60,659 2.14 % 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 %
Noninterest-bearing demand deposits (g) 3,105,108 2,959,871 2,611,597 2,588,502 2,587,071
Noninterest-bearing liabilities 252,960 244,306 225,306 228,947 238,434
Total liabilities 14,623,920 14,133,045 12,832,231 12,785,872 12,733,636
Shareholders’ equity 1,870,088 1,809,395 1,635,966 1,616,611 1,589,228
Total liabilities and shareholders’ equity $ 16,494,008 $ 15,942,440 $ 14,468,197 $ 14,402,483 $ 14,322,864
Net interest income/Interest rate spread FTE 143,201 3.12 % 136,944 3.09 % 120,322 3.02 % 128,685 3.31 % 115,048 2.83 %
Net interest-earning assets/Net interest margin FTE $ 4,121,114 3.69 % $ 3,946,122 3.65 % $ 3,548,356 3.56 % $ 3,509,594 3.87 % $ 3,484,151 3.42 %
Tax equivalent adjustment (d) 1,035 970 878 867 851
Net interest income, GAAP basis 142,166 135,974 119,444 127,818 114,197
Ratio of interest-earning assets to interest-bearing liabilities 1.37X 1.36X 1.36X 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 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 1.53%, 1.55%, 1.55%, 1.59%, and 1.68%, 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.

Year ended December 31,
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 $ 3,138,768 123,572 3.94 % $ 3,308,977 127,499 3.85 %
Home equity loans 1,306,128 76,311 5.84 % 1,177,431 68,694 5.83 %
Consumer loans 2,192,675 122,086 5.57 % 1,988,806 103,694 5.21 %
Commercial real estate loans 3,142,956 205,132 6.44 % 3,000,431 183,491 6.02 %
Commercial loans 2,220,111 157,273 6.99 % 1,809,574 135,326 7.36 %
Loans receivable (a) (b) (d) 12,000,638 684,374 5.70 % 11,285,219 618,704 5.48 %
Mortgage-backed securities (c) 1,816,835 50,623 2.79 % 1,739,141 39,793 2.29 %
Investment securities (c) (d) 285,355 7,776 2.72 % 287,118 5,825 2.03 %
FHLB stock, at cost 25,549 2,037 7.97 % 24,948 1,891 7.58 %
Other interest-earning deposits 199,582 8,693 4.30 % 126,097 6,489 5.15 %
Total interest-earning assets 14,327,959 753,503 5.26 % 13,462,523 672,702 5.00 %
Noninterest-earning assets (e) 1,006,230 922,648
Total assets $ 15,334,189 $ 14,385,171
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits $ 2,278,597 25,976 1.14 % $ 2,142,852 24,222 1.13 %
Interest-bearing demand deposits 2,732,535 31,597 1.16 % 2,574,810 27,394 1.06 %
Money market deposit accounts 2,281,300 43,248 1.90 % 1,966,732 34,564 1.76 %
Time deposits 2,722,945 98,157 3.60 % 2,758,157 119,313 4.33 %
Total interest bearing deposits (g) 10,015,377 198,978 1.99 % 9,442,551 205,493 2.18 %
Borrowed funds (f) 284,212 11,044 3.89 % 308,540 13,882 4.50 %
Subordinated debt 114,696 5,916 5.13 % 114,355 4,592 4.02 %
Junior subordinated debentures 129,954 8,328 6.32 % 129,695 9,652 7.32 %
Total interest-bearing liabilities 10,544,239 224,266 2.13 % 9,995,141 233,619 2.34 %
Noninterest-bearing demand deposits (g) 2,818,078 2,582,540
Noninterest-bearing liabilities 237,963 244,036
Total liabilities 13,600,280 12,821,717
Shareholders’ equity 1,733,909 1,563,454
Total liabilities and shareholders’ equity $ 15,334,189 $ 14,385,171
Net interest income/Interest rate spread 529,237 3.13 % 439,083 2.66 %
Net interest-earning assets/Net interest margin $ 3,783,720 3.69 % $ 3,467,382 3.26 %
Tax equivalent adjustment (d) 3,835 3,505
Net interest income, GAAP basis 525,402 435,578
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 1.55% and 1.71%, respectively.

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