8-K

Northwest Bancshares, Inc. (NWBI)

8-K 2025-04-28 For: 2025-04-28
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):  April 28, 2025

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-34582 27-0950358
(State or other jurisdiction of incorporation) (Commission File No.) (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 April 28, 2025, Northwest Bancshares, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2025 (the "Press Release"), and posted on its website its first quarter 2025 supplemental earnings release presentation (the "Supplemental Earnings Release Presentation"). The Press Release and Supplemental Earnings Release Presentation are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively.

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

Item 9.01                                           Financial Statements and Exhibits

(a)                                 Not applicable

(b)                                 Not applicable

(c)                                  Not applicable

(d)                                 Exhibits

Exhibit No. Description
99.1 Press release dated April 28, 2025
99.2 Supplemental Earnings Release Presentation reviewed during the conference call
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

NORTHWEST BANCSHARES, INC.
Date: April 28, 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

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

Northwest Bancshares, Inc. Announces First Quarter 2025 net income of $43 million,

or $0.34 per diluted share

Net interest margin expands 45 basis points to 3.87% our 4th consecutive quarter of improved margin

All regulatory and shareholder approvals received for Penns Woods merger

Total revenue grew 19% from first quarter 2024

3rd consecutive quarter of reduced costs of funds

Credit quality remains stable with nonperforming assets at 0.52% of total assets

Columbus, Ohio — April 28, 2025

Northwest Bancshares, Inc., (the “Company”), (Nasdaq: NWBI) announced net income for the quarter ended March 31, 2025 of $43 million, or $0.34 per diluted share. This represents an increase of $14 million compared to the same quarter last year, when net income was $29 million, or $0.23 per diluted share, and an increase of $11 million compared to the prior quarter, when net income was $33 million, or $0.26 per diluted share. The annualized returns on average shareholders’ equity and average assets for the quarter ended March 31, 2025 were 10.90% and 1.22% compared to 7.57% and 0.81% for the same quarter last year and 8.20% and 0.91% from the prior quarter.

Compared to adjusted net income (non-GAAP) of $35 million, or $0.27, per diluted share in the prior quarter, adjusted net income (non-GAAP) increased by $9 million to $44 million, or $0.35, per diluted share for the quarter ended March 31, 2025. This increase was driven by a $14 million increase in net interest income impacted by a large non-accrual interest income recovery. The adjusted annualized returns on average shareholders’ equity (non-GAAP) and average assets (non-GAAP) for the quarter ended March 31, 2025 were 11.11% and 1.25% compared to 8.71% and 0.97% 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 May 20, 2025 to shareholders of record as of May 8, 2025. This is the 122th consecutive quarter in which the Company has paid a cash dividend. Based on the market value of the Company’s common stock as of March 31, 2025, this represents an annualized dividend yield of approximately 6.7%.

Louis J. Torchio, President and CEO, Northwest Bancshares commented, “Our strong performance, with record earnings for a first quarter and one of the best quarters in Northwest’s history, is a result of the Northwest team’s continued rigorous focus on execution, and cost control and risk management discipline. We continue to enhance our capabilities, expand our footprint, and provide personalized services and expertise to our consumers, companies, and the communities we serve.”

“Despite the unpredictable operating environment, I remain confident and excited about Northwest’s prospects for the year ahead. We continue to focus on managing the factors within our control, such as serving our core customers and communities, building on our strong and stable financial foundations, maintaining prudent cost control and risk management discipline, and executing to plan on our financial close and systems conversion for the Penns Woods acquisition by late July 2025. We are well prepared to capitalize on opportunities aligned with our strategy for sustainable, responsible, and profitable growth, when and where they arise in the coming months.”

Balance Sheet Highlights

Dollars in thousands Change 1Q25 vs.
1Q25 4Q24 1Q24 4Q24 1Q24
Average loans receivable $ 11,176,516 11,204,781 11,345,308 (0.3) % (1.5) %
Average investments 2,037,227 2,033,991 2,051,058 0.2 % (0.7) %
Average deposits 12,088,371 12,028,417 11,887,954 0.5 % 1.7 %
Average borrowed funds 224,122 222,506 469,697 0.7 % (52.3) %

•Average loans receivable decreased $169 million from the quarter ended March 31, 2024 driven by our personal banking portfolio, which decreased by $388 million as cash flows from this portfolio were reinvested in our commercial portfolios. This was partially offset by growth in our commercial banking portfolio, which grew by $219 million in total, including a $339 million increase in our commercial and industrial portfolio as we have continued to build-out our commercial lending verticals. Compared to the fourth quarter of 2024, average loans receivable decreased by $28 million. Growth was muted in the quarter as we continue to reinvest cash flows from our personal banking portfolio and focus on profitability and credit discipline.

•Average investments declined $14 million from the quarter ended March 31, 2024 and increased $3 million from the quarter ended December 31, 2024. The decline from the prior year was driven by the investment portfolio restructure which occurred in the second quarter of 2024 as a portion of the proceeds from the investment sale were used to reduce outstanding borrowings. The growth in average investments from the prior quarter was due to an increase in net portfolio purchases during the quarter to reach a normalized percentage of total assets for liquidity purposes.

•Average deposits grew $200 million from the quarter ended March 31, 2024 and $60 million from the quarter ended December 31, 2024. The growth in both periods was driven by an increase in both money market and saving account balances partly due to customers shifting funds to these competitively priced products as their time deposits matured. These increases were partially offset by a decrease in brokered time deposit balances as growth in core deposits provided sufficient funding.

•Average borrowings decreased $246 million compared to the quarter end March 31, 2024 and increased $2 million compared to the quarter ended December 31, 2024. The decrease in average borrowings from the prior year is primarily attributable to the strategic pay-down of wholesale borrowings with the proceeds from our investment portfolio restructuring in the second quarter of 2024.

Income Statement Highlights

Dollars in thousands Change 1Q25 vs.
1Q25 4Q24 1Q24 4Q24 1Q24
Interest income $ 180,595 170,722 160,239 5.8 % 12.7 %
Interest expense 52,777 56,525 57,001 (6.6) % (7.4) %
Net interest income $ 127,818 114,197 103,238 11.9 % 23.8 %
Net interest margin 3.87 % 3.42 % 3.10 %

Compared to the quarter ended March 31, 2024, net interest income increased $25 million and net interest margin increased to 3.87% from 3.10% for the quarter ended March 31, 2024. This increase in net interest income resulted primarily from:

•A $20 million increase in interest income that was the result of higher average yields, partly offset by lower average earning assets. The average yield on loans improved to 6.00% for the quarter ended March 31, 2025 from 5.33% for the quarter ended March 31, 2024. This increase was driven by a loan mix shift towards higher yielding commercial loans and also includes an interest recovery of $13.1 million on a non-accrual commercial loan payoff during the quarter ended March 31, 2025. Excluding this interest recovery, the yield on loans for the quarter ended March 31, 2025 was 5.52% and the net interest margin was 3.48%. The average yields on investments increased due to a portfolio restructuring completed in the second quarter of 2024.

•A $4 million decrease in interest expense as the result of a decline in the average balance of borrowings and higher cost brokered CDs that was accomplished by growth in core deposits. The cost of interest-bearing liabilities decreased to 2.15% for the quarter ended March 31, 2025 from 2.28% for the quarter ended March 31, 2024.

Compared to the quarter ended December 31, 2024, net interest income increased $14 million and net interest margin increased to 3.87% for the quarter ended March 31, 2025 from 3.42% for the quarter ended December 31, 2024. This increase in net interest income resulted from the following:

•A $10 million increase in interest income driven by higher interest income on loans receivable and investments as average yield increased compared to the prior quarter. The average yield on loans improved to 6.00% from 5.56% and average investment yields increased to 2.62% from 2.57% for the quarter ended December 31, 2024. The increase in loan yields was impacted by non-accrual interest recoveries in both the current and prior quarter, partially offset by the full impact of fourth quarter 2024 rate cuts.

•A $4 million decrease in interest expense driven by lower interest expense on deposits as average cost declined compared to the prior quarter to 2.02% from 2.14% for the quarter ended December 31, 2024.

Dollars in thousands Change 1Q25 vs.
1Q25 4Q24 1Q24 4Q24 1Q24
Provision for credit losses - loans $ 8,256 15,549 4,234 (46.9) % 95.0 %
Provision for credit losses - unfunded commitments (345) 1,016 (799) (134.0) % (56.8) %
Total provision for credit losses expense $ 7,911 16,565 3,435 (52.2) % 130.3 %

The total provision for credit losses for the quarter ended March 31, 2025 was $8 million primarily driven by growth within our commercial lending portfolio and changes in the economic forecasts. Total provision for credit losses for the quarter ended December 31, 2024 was $17 million as the result of steps taken to de-risk our loan portfolio and reduce our levels of nonperforming, criticized and classified loans by completing two loan pool sales and transferring certain loans within our Long Term Healthcare portfolio into held for sale. As a result we saw an elevated level of charge-offs during the fourth quarter as the loans noted above were written-down to fair market value prior to sale. Total charge-offs related to the loan sales and transfer to loans held-for-sale was a combined $15 million.

The Company saw an increase in classified loans to $279 million, or 2.49% of total loans, at March 31, 2025 from $229 million, or 1.99% of total loans, at March 31, 2024 and $272 million, or 2.44% of total loans, at December 31, 2024.

Dollars in thousands Change 1Q25 vs.
1Q25 4Q24 1Q24 4Q24 1Q24
Noninterest income:
Gain on sale of SBA loans $ 1,238 822 873 50.6 % 41.8 %
Service charges and fees 14,987 15,975 15,523 (6.2) % (3.5) %
Trust and other financial services income 7,910 7,485 7,127 5.7 % 11.0 %
Gain on real estate owned, net 84 238 57 (64.7) % 47.4 %
Income from bank-owned life insurance 1,331 2,020 1,502 (34.1) % (11.4) %
Mortgage banking income 696 224 452 210.7 % 54.0 %
Other operating income 2,109 13,299 2,429 (84.1) % (13.2) %
Total noninterest income $ 28,355 40,063 27,963 (29.2) % 1.4 %

Noninterest income remained flat from the quarter ended March 31, 2024 and decreased by $12 million from the quarter ended December 31, 2024, due primarily 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 that occurred in the quarter ended December 31, 2024.

Dollars in thousands Change 1Q25 vs.
1Q25 4Q24 1Q24 4Q24 1Q24
Noninterest expense:
Personnel expense $ 54,540 53,198 51,540 2.5 % 5.8 %
Non-personnel expense 37,197 42,128 38,484 (11.7) % (3.3) %
Total noninterest expense $ 91,737 95,326 90,024 (3.8) % 1.9 %

Noninterest expense increased from the quarter ended March 31, 2024 due to a $3 million increase in personnel expenses driven by an increase in incentive compensation and an increase in medical expenses, which was partially offset by a decrease in non-personnel expense of $1 million due to the decline in professional services fees.

Compared to the quarter ended December 31, 2024, noninterest expense decreased due to a decrease in non-personnel expense of $5 million due to restructuring expenses in the prior quarter and a decrease in processing expense due to technology investments in the prior period.

Dollars in thousands Change 1Q25 vs.
1Q25 4Q24 1Q24 4Q24 1Q24
Income before income taxes $ 56,525 42,369 37,742 33.4 % 49.8 %
Income tax expense 13,067 9,619 8,579 35.8 % 52.3 %
Net income $ 43,458 32,750 29,163 32.7 % 49.0 %

The provision for income taxes increased by $4 million from the quarter ended March 31, 2024 and increased $3 million from the quarter ended December 31, 2024 primarily due to the quarterly change in income before income taxes.

Net income increased from the quarter ended March 31, 2024 and December 31, 2024 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 March 31, 2025, Northwest operated 130 full-service financial centers and eleven 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.

#                      #                      #

Forward-Looking Statements - This release may contain forward-looking statements with respect to the financial condition and results of operations of Northwest Bancshares, Inc. including, without limitation, statements relating to the earnings outlook of the Company. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) changes in the interest rate environment; (2) competitive pressure among financial services companies; (3) general economic conditions including inflation and an increase in non-performing loans; (4) changes in legislation or regulatory requirements; (5) difficulties in continuing to improve operating efficiencies; (6) difficulties in the integration of acquired businesses or the ability to complete sales transactions; (7) increased risk associated with commercial real-estate and business loans; (8) changes in liquidity, including the size and composition of our deposit portfolio; (9) reduction in the value of our goodwill and other intangible assets; and (10) the effect of any pandemic, war or act of terrorism. This release also contains forward-looking statements with respect to the proposed merger between the Company and Penns Woods Bancorp, Inc. (“Penns Woods”) including, without limitation, statements with respect to the expected timing of the proposed merger. Such statements are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including, without limitation: the proposed merger may not be consummated within the anticipated time period or at all. Management has no obligation to revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release, except as required by law.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

(dollars in thousands, except per share amounts)

March 31,<br>2025 December 31,<br>2024 March 31,<br>2024
Assets
Cash and cash equivalents $ 353,203 288,378 119,319
Marketable securities available-for-sale (amortized cost of $1,304,760, $1,278,665 and $1,298,108, respectively) 1,153,385 1,108,944 1,094,009
Marketable securities held-to-maturity (fair value of $637,803, $637,948 and $680,353, respectively) 735,909 750,586 801,107
Total cash and cash equivalents and marketable securities 2,242,497 2,147,908 2,014,435
Loans held-for-sale 71,206 76,331 8,082
Residential mortgage loans 3,121,647 3,178,269 3,374,980
Home equity loans 1,141,577 1,149,396 1,196,607
Consumer loans 2,081,469 1,995,085 2,118,367
Commercial real estate loans 2,792,734 2,849,862 3,028,314
Commercial loans 2,079,018 2,007,402 1,774,896
Total loans receivable 11,216,445 11,180,014 11,493,164
Allowance for credit losses (122,809) (116,819) (124,897)
Loans receivable, net 11,093,636 11,063,195 11,368,267
FHLB stock, at cost 17,941 21,006 30,811
Accrued interest receivable 45,949 46,356 50,680
Real estate owned, net 80 35 50
Premises and equipment, net 123,138 124,246 130,565
Bank-owned life insurance 254,444 253,137 252,842
Goodwill 380,997 380,997 380,997
Other intangible assets, net 2,334 2,837 4,589
Other assets 221,505 292,176 268,945
Total assets $ 14,453,727 14,408,224 14,510,263
Liabilities and shareholders’ equity
Liabilities
Noninterest-bearing demand deposits $ 2,640,943 2,621,415 2,618,379
Interest-bearing demand deposits 2,590,568 2,666,504 2,557,866
Money market deposit accounts 2,124,293 2,007,739 1,952,537
Savings deposits 2,221,901 2,171,251 2,156,048
Time deposits 2,596,451 2,677,645 2,786,814
Total deposits 12,174,156 12,144,554 12,071,644
Borrowed funds 197,270 200,331 400,783
Subordinated debt 114,625 114,538 114,276
Junior subordinated debentures 129,899 129,834 129,639
Advances by borrowers for taxes and insurance 44,121 42,042 46,970
Accrued interest payable 6,843 6,935 17,395
Other liabilities 157,858 173,134 177,107
Total liabilities 12,824,772 12,811,368 12,957,814
Shareholders’ equity
Preferred stock, $0.01 par value: 50,000,000 shares authorized, no shares issued
Common stock, $0.01 par value: 500,000,000 shares authorized, 127,736,303, 127,508,003 and 127,253,189 shares issued and outstanding, respectively 1,277 1,275 1,273
Additional paid-in capital 1,035,093 1,033,385 1,026,173
Retained earnings 691,066 673,110 678,427
Accumulated other comprehensive loss (98,481) (110,914) (153,424)
Total shareholders’ equity 1,628,955 1,596,856 1,552,449
Total liabilities and shareholders’ equity $ 14,453,727 14,408,224 14,510,263
Equity to assets 11.27 % 11.08 % 10.70 %
Tangible common equity to tangible assets* 8.85 % 8.65 % 8.26 %
Book value per share $ 12.75 12.52 12.20
Tangible book value per share* $ 9.75 9.51 9.17
Closing market price per share $ 12.02 13.19 11.65
Full time equivalent employees 1,996 1,956 2,060
Number of banking offices 141 141 142

*    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
March 31, 2025 December 31,<br>2024 September 30, 2024 June 30, <br>2024 March 31, 2024
Interest income:
Loans receivable $ 164,638 155,838 156,413 153,954 149,571
Mortgage-backed securities 11,730 11,515 10,908 9,426 7,944
Taxable investment securities 933 910 842 728 794
Tax-free investment securities 512 515 512 457 491
FHLB stock dividends 366 392 394 498 607
Interest-earning deposits 2,416 1,552 2,312 1,791 832
Total interest income 180,595 170,722 171,381 166,854 160,239
Interest expense:
Deposits 47,325 50,854 54,198 52,754 47,686
Borrowed funds 5,452 5,671 5,881 7,259 9,315
Total interest expense 52,777 56,525 60,079 60,013 57,001
Net interest income 127,818 114,197 111,302 106,841 103,238
Provision for credit losses - loans 8,256 15,549 5,727 2,169 4,234
Provision for credit losses - unfunded commitments (345) 1,016 (852) (2,539) (799)
Net interest income after provision for credit losses 119,907 97,632 106,427 107,211 99,803
Noninterest income:
Loss on sale of investments (39,413)
Gain on sale of SBA loans 1,238 822 667 1,457 873
Service charges and fees 14,987 15,975 15,932 15,527 15,523
Trust and other financial services income 7,910 7,485 7,924 7,566 7,127
Gain on real estate owned, net 84 238 105 487 57
Income from bank-owned life insurance 1,331 2,020 1,434 1,371 1,502
Mortgage banking income 696 224 744 901 452
Other operating income 2,109 13,299 1,027 3,255 2,429
Total noninterest income/(loss) 28,355 40,063 27,833 (8,849) 27,963
Noninterest expense:
Compensation and employee benefits 54,540 53,198 56,186 53,531 51,540
Premises and occupancy costs 8,400 7,263 7,115 7,464 7,627
Office operations 2,977 3,036 2,811 3,819 2,767
Collections expense 328 905 474 406 336
Processing expenses 13,990 15,361 14,570 14,695 14,725
Marketing expenses 1,880 2,327 2,004 2,410 2,149
Federal deposit insurance premiums 2,328 2,949 2,763 2,865 3,023
Professional services 2,756 3,788 3,302 3,728 4,065
Amortization of intangible assets 504 526 590 635 701
Merger, asset disposition and restructuring expense 1,123 2,850 43 1,915 955
Other expenses 2,911 3,123 909 952 2,136
Total noninterest expense 91,737 95,326 90,767 92,420 90,024
Income before income taxes 56,525 42,369 43,493 5,942 37,742
Income tax expense 13,067 9,619 9,875 1,195 8,579
Net income $ 43,458 32,750 33,618 4,747 29,163
Basic earnings per share $ 0.34 0.26 0.26 0.04 0.23
Diluted earnings per share $ 0.34 0.26 0.26 0.04 0.23
Weighted average common shares outstanding - diluted 128,299,013 127,968,910 127,714,511 127,199,039 127,598,971
Annualized return on average equity 10.90 % 8.20 % 8.50 % 1.24 % 7.57 %
Annualized return on average assets 1.22 % 0.91 % 0.93 % 0.13 % 0.81 %
Annualized return on average tangible common equity * 14.29 % 10.81 % 11.26 % 1.65 % 10.08 %
Efficiency ratio 58.74 % 61.80 % 65.24 % 94.31 % 68.62 %
Efficiency ratio, excluding certain items ** 57.70 % 59.61 % 64.78 % 65.41 % 67.35 %

*    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
March 31, 2025 December 31,<br>2024 March 31, 2024
Reconciliation of net income to adjusted net income:
Net income (GAAP) $ 43,458 32,750 29,163
Non-GAAP adjustments
Add: merger, asset disposition and restructuring expense 1,123 2,850 955
Less: tax benefit of non-GAAP adjustments (314) (798) (267)
Adjusted net income (non-GAAP) $ 44,267 34,802 29,851
Diluted earnings per share (GAAP) $ 0.34 0.26 0.23
Diluted adjusted earnings per share (non-GAAP) $ 0.35 0.27 0.23
Average equity $ 1,616,611 1,589,228 1,549,870
Average assets 14,402,483 14,322,864 14,408,612
Annualized return on average equity (GAAP) 10.90 % 8.20 % 7.57 %
Annualized return on average assets (GAAP) 1.22 % 0.91 % 0.81 %
Annualized return on average equity, excluding merger, asset disposition and restructuring expense and loss on the sale of investments, net of tax (non-GAAP) 11.11 % 8.71 % 7.75 %
Annualized return on average assets, excluding merger, asset disposition and restructuring expense and loss on sale of investments, net of tax (non-GAAP) 1.25 % 0.97 % 0.83 %

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.

March 31,<br>2025 December 31,<br>2024 March 31,<br>2024
Tangible common equity to assets
Total shareholders’ equity $ 1,628,955 1,596,856 1,552,449
Less: goodwill and intangible assets (383,331) (383,834) (385,586)
Tangible common equity $ 1,245,624 1,213,022 1,166,863
Total assets $ 14,453,727 14,408,224 14,510,263
Less: goodwill and intangible assets (383,331) (383,834) (385,586)
Tangible assets $ 14,070,396 14,024,390 14,124,677
Tangible common equity to tangible assets 8.85 % 8.65 % 8.26 %
Tangible book value per share
Tangible common equity $ 1,245,624 1,213,022 1,166,863
Common shares outstanding 127,736,303 127,508,003 127,253,189
Tangible book value per share 9.75 9.51 9.17

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
March 31,<br>2025 December 31,<br>2024 September 30,<br>2024 June 30, <br>2024 March 31,<br>2024
Annualized return on average tangible common equity
Net income $ 43,458 32,750 33,618 4,747 29,163
Average shareholders’ equity 1,616,611 1,589,228 1,572,897 1,541,434 1,549,870
Less: average goodwill and intangible assets (383,649) (384,178) (384,730) (385,364) (386,038)
Average tangible common equity $ 1,232,962 1,205,050 1,188,167 1,156,070 1,163,832
Annualized return on average tangible common equity 14.29 % 10.81 % 11.26 % 1.65 % 10.08 %
Efficiency ratio, excluding loss on the sale of investments, gain on the sale of mortgage servicing rights, amortization and merger, asset disposition and restructuring expenses
Non-interest expense $ 91,737 95,326 90,767 92,420 90,024
Less: amortization expense (504) (526) (590) (635) (701)
Less: merger, asset disposition and restructuring expenses (1,123) (2,850) (43) (1,915) (955)
Non-interest expense, excluding amortization and merger, assets disposition and restructuring expenses $ 90,110 91,950 90,134 89,870 88,368
Net interest income $ 127,818 114,197 111,302 106,841 103,238
Non-interest income 28,355 40,063 27,833 (8,849) 27,963
Add: loss on the sale of investments 39,413
Net interest income plus non-interest income, excluding loss on sale of investments $ 156,173 154,260 139,135 137,405 131,201
Efficiency ratio, excluding loss on sale of investments, amortization and merger, asset disposition and restructuring expenses 57.70 % 59.61 % 64.78 % 65.41 % 67.35 %

*    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 are not federally insured. The following table provides details regarding the Company’s uninsured deposits portfolio:

As of March 31, 2025
Balance Percent of <br>total deposits Number of <br>relationships
Uninsured deposits per the Call Report (1) $ 3,222,098 26.5 % 5,345
Less intercompany deposit accounts 1,282,989 10.5 % 12
Less collateralized deposit accounts 395,737 3.3 % 237
Uninsured deposits excluding intercompany and collateralized accounts $ 1,543,372 12.7 % 5,096

(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 $29.2 million, or 0.24% of total deposits, as of March 31, 2025. Our top ten largest uninsured depositors, excluding intercompany and collateralized deposit accounts, had an aggregate uninsured deposit balance of $186.0 million, or 1.53% of total deposits, as of March 31, 2025. The average uninsured deposit account balance, excluding intercompany and collateralized accounts, was $303,000 as of March 31, 2025.

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

As of March 31, 2025
Balance Percent of <br>total deposits Number of <br>accounts
Personal noninterest bearing demand deposits $ 1,404,770 11.5 % 284,530
Business noninterest bearing demand deposits 1,236,173 10.2 % 42,964
Personal interest-bearing demand deposits 1,374,998 11.3 % 55,371
Business interest-bearing demand deposits 1,215,570 10.0 % 7,486
Personal money market deposits 1,512,596 12.4 % 24,817
Business money market deposits 611,697 5.0 % 2,675
Savings deposits 2,221,901 18.3 % 178,473
Time deposits 2,596,451 21.3 % 78,677
Total deposits $ 12,174,156 100.0 % 674,993

Our average deposit account balance as of March 31, 2025 was $18,036. The Company’s insured cash sweep deposit balance was $501 million as of March 31, 2025.

Northwest Bancshares, Inc. and Subsidiaries

Regulatory Capital Requirements (Unaudited)

(dollars in thousands)

At March 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. $ 1,743,262 16.468 % $ 1,111,489 10.500 % $ 1,058,561 10.000 %
Northwest Bank 1,504,956 14.231 % 1,110,402 10.500 % 1,057,526 10.000 %
Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,496,161 14.134 % 899,777 8.500 % 635,136 6.000 %
Northwest Bank 1,372,608 12.979 % 898,897 8.500 % 846,021 8.000 %
Common equity tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc. 1,370,251 12.944 % 740,992 7.000 % N/A N/A
Northwest Bank 1,372,608 12.979 % 740,268 7.000 % 687,392 6.500 %
Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc. 1,496,161 10.512 % 569,332 4.000 % N/A N/A
Northwest Bank 1,372,608 9.650 % 568,942 4.000 % 711,177 5.000 %

(1)     March 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)

March 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 ten years $ 44,404 (8,913) 35,491 5.96
Debt issued by government sponsored enterprises:
Due after one year through five years 106 (4) 102 1.73
Municipal securities:
Due after one year through five years 848 11 859 1.45
Due after five years through ten years 17,783 120 (1,947) 15,956 7.34
Due after ten years 50,075 82 (8,823) 41,334 9.97
Corporate debt issues:
Due after one year through five years 5,486 1 (58) 5,429 2.59
Due after five years through ten years 19,968 773 (57) 20,684 3.74
Due after ten years 3,000 5 3,005 4.28
Mortgage-backed agency securities:
Fixed rate pass-through 240,994 1,176 (13,799) 228,371 6.55
Variable rate pass-through 3,521 57 (3) 3,575 3.42
Fixed rate agency CMOs 874,552 1,613 (121,492) 754,673 4.64
Variable rate agency CMOs 44,023 28 (145) 43,906 6.34
Total mortgage-backed agency securities 1,163,090 2,874 (135,439) 1,030,525 5.13
Total marketable securities available-for-sale $ 1,304,760 3,866 (155,241) 1,153,385 5.32
Marketable securities held-to-maturity
Government sponsored
Due in one year or less $ 16,478 (497) 15,981 0.98
Due after one year through five years 107,985 (11,667) 96,318 3.70
Mortgage-backed agency securities:
Fixed rate pass-through 129,505 (17,095) 112,410 4.70
Variable rate pass-through 356 2 358 5.41
Fixed rate agency CMOs 481,057 (68,846) 412,211 5.99
Variable rate agency CMOs 528 (3) 525 4.51
Total mortgage-backed agency securities 611,446 2 (85,944) 525,504 5.71
Total marketable securities held-to-maturity $ 735,909 2 (98,108) 637,803 5.31

Northwest Bancshares, Inc. and Subsidiaries

Asset Quality (Unaudited)

(dollars in thousands)

March 31,<br>2025 December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024
Nonaccrual loans:
Residential mortgage loans $ 7,025 6,951 7,541 6,403 7,109
Home equity loans 3,004 3,332 4,041 4,055 4,409
Consumer loans 5,201 5,028 5,205 4,609 4,629
Commercial real estate loans 31,763 36,967 43,471 74,972 74,452
Commercial loans 11,757 9,123 16,570 12,120 4,461
Total nonaccrual loans 58,750 61,401 76,828 102,159 95,060
Loans 90 days past due and still accruing 603 656 1,045 2,511 2,452
Nonperforming loans 59,353 62,057 77,873 104,670 97,512
Real estate owned, net 80 35 76 74 50
Other nonperforming assets (1) 16,102 16,102
Nonperforming assets $ 75,535 78,194 77,949 104,744 97,562
Nonperforming loans to total loans 0.53 % 0.56 % 0.69 % 0.92 % 0.85 %
Nonperforming assets to total assets 0.52 % 0.54 % 0.54 % 0.73 % 0.67 %
Allowance for credit losses to total loans 1.09 % 1.04 % 1.11 % 1.10 % 1.09 %
Allowance for credit losses to nonperforming loans 206.91 % 188.24 % 161.56 % 119.49 % 128.08 %

(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 March 31, 2025 Pass Special<br>   mention * Substandard ** Doubtful Loss Loans<br>receivable
Personal Banking:
Residential mortgage loans $ 3,110,770 10,877 3,121,647
Home equity loans 1,138,367 3,210 1,141,577
Consumer loans 2,075,719 5,750 2,081,469
Total Personal Banking 6,324,856 19,837 6,344,693
Commercial Banking:
Commercial real estate loans 2,497,722 86,779 208,233 2,792,734
Commercial loans 1,964,699 63,249 51,070 2,079,018
Total Commercial Banking 4,462,421 150,028 259,303 4,871,752
Total loans $ 10,787,277 150,028 279,140 11,216,445
At December 31, 2024
Personal Banking:
Residential mortgage loans $ 3,167,447 10,822 3,178,269
Home equity loans 1,145,856 3,540 1,149,396
Consumer loans 1,989,479 5,606 1,995,085
Total Personal Banking 6,302,782 19,968 6,322,750
Commercial Banking:
Commercial real estate loans 2,571,915 72,601 205,346 2,849,862
Commercial loans 1,923,382 37,063 46,957 2,007,402
Total Commercial Banking 4,495,297 109,664 252,303 4,857,264
Total loans $ 10,798,079 109,664 272,271 11,180,014
At September 30, 2024
Personal Banking:
Residential mortgage loans $ 3,237,357 11,431 3,248,788
Home equity loans 1,162,951 4,251 1,167,202
Consumer loans 1,992,110 5,922 1,998,032
Total Personal Banking 6,392,418 21,604 6,414,022
Commercial Banking:
Commercial real estate loans 2,634,987 87,693 271,699 2,994,379
Commercial loans 1,808,433 51,714 26,640 1,886,787
Total Commercial Banking 4,443,420 139,407 298,339 4,881,166
Total loans $ 10,835,838 139,407 319,943 11,295,188
At June 30, 2024
Personal Banking:
Residential mortgage loans $ 3,303,603 11,700 3,315,303
Home equity loans 1,176,187 4,299 1,180,486
Consumer loans 2,074,869 5,189 2,080,058
Total Personal Banking 6,554,659 21,188 6,575,847
Commercial Banking:
Commercial real estate loans 2,682,086 130,879 213,993 3,026,958
Commercial loans 1,673,052 47,400 21,662 1,742,114
Total Commercial Banking 4,355,138 178,279 235,655 4,769,072
Total loans $ 10,909,797 178,279 256,843 11,344,919
At March 31, 2024
Personal Banking:
Residential mortgage loans $ 3,362,439 12,541 3,374,980
Home equity loans 1,191,957 4,650 1,196,607
Consumer loans 2,113,050 5,317 2,118,367
Total Personal Banking 6,667,446 22,508 6,689,954
Commercial Banking:
Commercial real estate loans 2,714,643 131,247 182,424 3,028,314
Commercial loans 1,698,519 52,461 23,916 1,774,896
Total Commercial Banking 4,413,162 183,708 206,340 4,803,210
Total loans $ 11,080,608 183,708 228,848 11,493,164

*    Includes $4.7 million, $2.7 million, $2.9 million, $2.5 million, and $2.4 million of acquired loans at March 31, 2025, December 31, 2024, September 30, 2024, June 30, 2024, and March 31, 2024, respectively.

**    Includes $18.0 million, $19.8 million, $26.0 million, $24.3 million, and $27.2 million of acquired loans at March 31, 2025, December 31, 2024, September 30, 2024, June 30, 2024, and March 31, 2024, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Loan Delinquency (Unaudited)

(dollars in thousands)

March 31, 2025 * December 31, <br>2024 * September 30, <br>2024 * June 30, <br>2024 * March 31, <br>2024 *
Loans delinquent 30 days to 59 days:
Residential mortgage loans $ 32,840 1.0 % $ 28,690 0.9 % $ 685 % $ 616 % $ 38,502 1.1 %
Home equity loans 3,882 0.3 % 5,365 0.5 % 3,907 0.3 % 3,771 0.3 % 4,608 0.4 %
Consumer loans 8,792 0.4 % 11,102 0.6 % 10,777 0.5 % 10,372 0.5 % 9,911 0.5 %
Commercial real estate loans 8,536 0.3 % 5,215 0.2 % 5,919 0.2 % 4,310 0.1 % 6,396 0.2 %
Commercial loans 6,841 0.3 % 5,632 0.3 % 3,260 0.2 % 4,366 0.3 % 3,091 0.2 %
Total loans delinquent 30 days to 59 days $ 60,891 0.5 % $ 56,004 0.5 % $ 24,548 0.2 % $ 23,435 0.2 % $ 62,508 0.5 %
Loans delinquent 60 days to 89 days:
Residential mortgage loans $ 3,074 0.1 % $ 10,112 0.3 % $ 9,027 0.3 % $ 8,223 0.2 % $ 70 %
Home equity loans 1,290 0.1 % 1,434 0.1 % 882 0.1 % 1,065 0.1 % 761 0.1 %
Consumer loans 2,808 0.1 % 3,640 0.2 % 3,600 0.2 % 3,198 0.2 % 2,545 0.1 %
Commercial real estate loans 2,001 0.1 % 915 % 7,643 0.3 % 3,155 0.1 % 807 %
Commercial loans 2,676 0.1 % 1,726 0.1 % 753 % 8,732 0.5 % 1,284 0.1 %
Total loans delinquent 60 days to 89 days $ 11,849 0.1 % $ 17,827 0.2 % $ 21,905 0.2 % $ 24,373 0.2 % $ 5,467 %
Loans delinquent 90 days or more: **
Residential mortgage loans $ 4,005 0.1 % $ 4,931 0.2 % $ 5,370 0.2 % $ 5,553 0.2 % $ 5,813 0.2 %
Home equity loans 1,893 0.2 % 2,250 0.2 % 2,558 0.2 % 2,506 0.2 % 2,823 0.2 %
Consumer loans 4,026 0.2 % 3,967 0.2 % 3,983 0.2 % 3,012 0.1 % 3,345 0.2 %
Commercial real estate loans 23,433 0.8 % 7,702 0.3 % 6,167 0.2 % 6,034 0.2 % 6,931 0.2 %
Commercial loans 5,994 0.3 % 7,335 0.4 % 14,484 0.8 % 3,385 0.2 % 3,421 0.2 %
Total loans delinquent 90 days or more $ 39,351 0.3 % $ 26,185 0.2 % $ 32,562 0.3 % $ 20,490 0.2 % $ 22,333 0.2 %
Total loans delinquent $ 112,091 1.0 % $ 100,016 0.9 % $ 79,015 0.7 % $ 68,298 0.6 % $ 90,308 0.8 %

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

**    Includes purchased credit deteriorated loans of $0.2 million, $0.2 million, $0.2 million, $0.1 million, and $0.4 million at March 31, 2025, December 31, 2024, September 30, 2024, June 30, 2024, and March 31, 2024, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Allowance for Credit Losses (Unaudited)

(dollars in thousands)

Quarter ended
March 31,<br>2025 December 31,<br>2024 September 30,<br>2024 June 30,<br>2024 March 31,<br>2024
Beginning balance $ 116,819 125,813 125,070 124,897 125,243
Provision 8,256 15,549 5,727 2,169 4,234
Charge-offs residential mortgage (588) (176) (255) (252) (162)
Charge-offs home equity (273) (197) (890) (237) (412)
Charge-offs consumer (3,805) (4,044) (3,560) (2,561) (4,573)
Charge-offs commercial real estate (116) (13,997) (475) (500) (349)
Charge-offs commercial (571) (10,400) (1,580) (1,319) (1,163)
Recoveries 3,087 4,271 1,776 2,873 2,079
Ending balance $ 122,809 116,819 125,813 125,070 124,897
Net charge-offs to average loans, annualized 0.08 % 0.87 % 0.18 % 0.07 % 0.16 %

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
March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 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 $ 3,155,738 30,394 3.85 % $ 3,215,596 31,107 3.87 % $ 3,286,316 31,537 3.84 % $ 3,342,749 32,182 3.85 % $ 3,392,524 32,674 3.85 %
Home equity loans 1,139,728 16,164 5.75 % 1,154,456 16,801 5.79 % 1,166,866 17,296 5.90 % 1,183,497 17,303 5.88 % 1,205,273 17,294 5.77 %
Consumer loans 1,948,230 26,273 5.47 % 1,918,356 26,293 5.45 % 1,955,988 26,034 5.29 % 2,048,396 26,334 5.17 % 2,033,620 25,033 4.95 %
Commercial real estate loans 2,879,607 56,508 7.85 % 2,983,946 46,933 6.15 % 2,995,032 47,473 6.31 % 3,023,762 45,658 5.97 % 2,999,224 43,425 5.73 %
Commercial loans 2,053,213 36,012 7.02 % 1,932,427 35,404 7.17 % 1,819,400 34,837 7.62 % 1,770,345 33,229 7.43 % 1,714,667 31,857 7.35 %
Total loans receivable (a) (b) (d) 11,176,516 165,351 6.00 % 11,204,781 156,538 5.56 % 11,223,602 157,177 5.57 % 11,368,749 154,706 5.47 % 11,345,308 150,283 5.33 %
Mortgage-backed securities (c) 1,773,402 11,730 2.65 % 1,769,151 11,514 2.60 % 1,735,728 10,908 2.51 % 1,734,085 9,426 2.17 % 1,717,306 7,944 1.85 %
Investment securities (c) (d) 263,825 1,599 2.43 % 264,840 1,575 2.38 % 263,127 1,504 2.29 % 287,262 1,316 1.83 % 333,752 1,430 1.71 %
FHLB stock, at cost 20,862 366 7.11 % 21,237 392 7.35 % 20,849 394 7.51 % 25,544 498 7.84 % 32,249 607 7.57 %
Other interest-earning deposits 243,412 2,415 3.97 % 132,273 1,554 4.60 % 173,770 2,312 5.29 % 135,520 1,791 5.23 % 61,666 832 5.34 %
Total interest-earning assets 13,478,017 181,461 5.46 % 13,392,282 171,573 5.10 % 13,417,076 172,295 5.11 % 13,551,160 167,737 4.98 % 13,490,281 161,096 4.80 %
Noninterest-earning assets (e) 924,466 930,582 934,593 907,432 918,331
Total assets $ 14,402,483 $ 14,322,864 $ 14,351,669 $ 14,458,592 $ 14,408,612
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits $ 2,194,305 6,452 1.19 % $ 2,152,955 6,549 1.21 % $ 2,151,933 6,680 1.23 % $ 2,144,278 5,957 1.12 % $ 2,122,035 5,036 0.95 %
Interest-bearing demand deposit 2,593,228 7,063 1.10 % 2,636,279 7,894 1.19 % 2,567,682 7,452 1.15 % 2,555,863 6,646 1.05 % 2,538,823 5,402 0.86 %
Money market deposit accounts 2,082,948 9,306 1.81 % 1,980,769 8,880 1.78 % 1,966,684 9,170 1.85 % 1,957,990 8,601 1.77 % 1,961,332 7,913 1.62 %
Time deposits 2,629,388 24,504 3.78 % 2,671,343 27,531 4.10 % 2,830,737 30,896 4.34 % 2,832,720 31,550 4.48 % 2,697,983 29,335 4.37 %
Total interesting bearing deposits (g) 9,499,869 47,325 2.02 % 9,441,346 50,854 2.14 % 9,517,036 54,198 2.27 % 9,490,851 52,754 2.24 % 9,320,173 47,686 2.07 %
Borrowed funds (f) 224,122 2,206 3.99 % 222,506 2,246 4.02 % 220,677 2,266 4.09 % 323,191 3,662 4.56 % 469,697 5,708 4.89 %
Subordinated debt 114,576 1,148 4.01 % 114,488 1,148 4.01 % 114,396 1,148 4.01 % 114,308 1,148 4.02 % 114,225 1,148 4.02 %
Junior subordinated debentures 129,856 2,098 6.46 % 129,791 2,277 6.87 % 129,727 2,467 7.56 % 129,663 2,449 7.47 % 129,597 2,459 7.51 %
Total interest-bearing liabilities 9,968,423 52,777 2.15 % 9,908,131 56,525 2.27 % 9,981,836 60,079 2.39 % 10,058,013 60,013 2.40 % 10,033,692 57,001 2.28 %
Noninterest-bearing demand deposits (g) 2,588,502 2,587,071 2,579,775 2,595,511 2,567,781
Noninterest-bearing liabilities 228,947 238,434 217,161 263,634 257,269
Total liabilities 12,785,872 12,733,636 12,778,772 12,917,158 12,858,742
Shareholders’ equity 1,616,611 1,589,228 1,572,897 1,541,434 1,549,870
Total liabilities and shareholders’ equity $ 14,402,483 $ 14,322,864 $ 14,351,669 $ 14,458,592 $ 14,408,612
Net interest income/Interest rate spread FTE 128,684 3.31 % 115,048 2.83 % 112,216 2.72 % 107,724 2.58 % 104,095 2.52 %
Net interest-earning assets/Net interest margin FTE $ 3,509,594 3.87 % $ 3,484,151 3.42 % $ 3,435,240 3.33 % $ 3,493,147 3.20 % $ 3,456,589 3.10 %
Tax equivalent adjustment (d) 866 851 914 883 857
Net interest income, GAAP basis 127,818 114,197 111,302 106,841 103,238
Ratio of interest-earning assets to interest-bearing liabilities 1.35X 1.35X 1.34X 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 1.59%, 1.68%, 1.78%, 1.76%, and 1.61%, respectively.

16

nwbiq125earningspresenta

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


Forward-looking Statements and Additional Information The information contained in this presentation may contain 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: 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 Public Company Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) and other accounting standard setters; changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost-effective funding; the effect of global or national war, conflict, or terrorism; our ability to manage market risk, credit risk and operational risk; the disruption to local, regional, national and global economic activity caused by infectious disease outbreaks, and the significant impact that any such outbreaks may have on our growth, operations and earnings; the effects of natural disasters and extreme weather events; changes in our ability to continue to pay dividends, either at current rates or at all; our ability to retain key employees; and our compensation expense associated with equity allocated or awarded to our employees. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These and other risk factors are more fully described in this presentation and in the Northwest Bancshares, Inc. (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2024 under the section entitled "Item 1A - Risk Factors," and from time to time in other filings made by the Company with the SEC. These forward-looking statements speak only at the date of the presentation. The Company expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Company’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based. Use of Non-GAAP Financial Measures This presentation contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Management uses these “non-GAAP” measures in its analysis of the Company’s performance. Management believes these non-GAAP financial measures allow for better comparability of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. See the end of this presentation for reconciliations of non- GAAP financial measures to the most directly comparable GAAP measures where applicable. 2


3 FOUNDED 1896 TOTAL ASSETS $14.5B TOTAL DEPOSITS $12.2B TOTAL LOANS $11.2B FINANCIAL CENTERS 130 ROA 1.22% ROE 10.9% NIM(1) 3.87% Northwest Bancshares At-A-Glance Diluted EPS $0.34 For the quarter ended March 31, 2025 (1) Non-GAAP measure- see slides 18-20 for reconciliation


1Q 2025 Highlights: 4 Balance Sheet Management Revenue Growth Expense Control Credit Quality $14.5B Q1 Total Assets $156MM Q1 Total Revenue $92MM Q1 Noninterest Expense $8.3MM Q1 Provision for Credit Losses +20% YOY Commercial C&I Loan Growth +19% YOY Revenue Growth +1.9% YOY Expense Growth .52% Q1 Nonperforming Assets Delivered strong progress on balance mix shift, with C&I gaining meaningful momentum Improved loan yields and effective deposit pricing drove strong revenue growth and NIM performance Maintained stable expense levels, reflecting ongoing operational discipline Upheld strong credit performance and continue to see declines in non-performing assets Northwest has received all regulatory approvals and shareholder approval of its previously announced merger with Penns Woods


1Q 2025 Highlights: 5 • Loans grew $36 million QoQ with a continued focus on re-mixing portfolio and profitable growth • Net Interest Margin improved 45 bps QoQ due to lower cost of funds and increased asset yields inclusive of a 39 bps interest recovery benefit • Noninterest income decreased $11.7 million QoQ as 4Q24 included a $5.9 million gain on Visa B shares and a $4.3 million gain related to a low-income housing tax credit investment sale • Noninterest expense decreased 3.8% vs 4Q24 driven by reduction in processing expense and merger/restructuring costs 1Q25 QoQ Δ YOY Δ EPS $ .34 30.8% 47.8% Net Interest Income $ 127.8 11.9% 23.8% Noninterest Income $ 28.4 -29.2% 1.4% Revenue $ 156.1 1.2% 19.0% Noninterest Expense $ 91.7 -3.8% 1.9% Pre-Tax Pre-Provision Net Revenue* $ 64.5 9.3% 56.5% Provision for Credit Losses $ 8.3 -46.9% 95.0% CET1** 12.9% 31 Bps -25 Bps Efficiency Ratio* 57.7% -191 Bps -965 Bps ROTCE* 14.3% 348 Bps 421 Bps Tangible Book Value per Common Share* $ 9.75 2.5% 6.3%* Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. **1Q25 CET1 figures are estimated


6.63 6.57 6.41 6.29 6.24 4.71 4.79 4.81 4.92 4.93 5.33% 5.47% 5.57% 5.56% 6.00% 4.30% 4.80% 5.30% 5.80% 6.30% 6.80% - 2.00 4.00 6.00 8.00 10.00 12.00 1Q24 2Q24 3Q24 4Q24 1Q25 Personal Banking Loans Commercial Banking Loans Loan Yield Loan Balances 6 1Q25 vs. 4Q24 1Q25 vs. 1Q24 Average balances ($ Millions) 1Q25 Change $ Change % Change $ Change % Residential mortgage 3,156 -60 -1.9% -237 -7.0% Home equity 1,140 -15 -1.3% -66 -5.4% Consumer 1,948 30 1.6% -85 -4.2% Commercial real estate 2,880 -104 -3.5% -120 -4.0% Commercial 2,053 121 6.2% 339 19.7% Total Loans 11,177 -28 -0.3% -169 -1.5% • Loans (EOP) grew $36 million QoQ with portfolio mix continuing to shift more towards commercial • Loan yields increased 44 bps QoQ benefiting from an interest recovery but were up 4 bps on a normalized basis despite recent Fed cuts • Average commercial loans increased $121 million compared to 4Q24, or 6.2% despite some significant payoffs • Commercial growth funded through declines in residential mortgage and home equity portfolios, down 1.9% and 1.3% $ m illi on s 11,205 (60) (15) 30 (104) 121 11,177 4Q24 Residential Home Equity Consumer CRE Commercial 1Q25 $ bi llio ns Summary Comments Change in Loan Mix Loan Mix Change Combined Loan Average Balances


7,229 7,296 7,299 7,376 7,376 4,659 4,791 4,798 4,652 4,712 11,888 12,086 12,097 12,028 12,088 1.61% 1.76% 1.78% 1.68% 1.59% -0.30% 0.20% 0.70% 1.20% 1.70% 2.20% 2.70% 3.20% 3.70% - 2,000 4,000 6,000 8,000 10,000 12,000 14,000 1Q24 2Q24 3Q24 4Q24 1Q25 Demand and Savings Time and Money Market Cost of Deposits Deposit Balances 7 1Q25 vs. 4Q24 1Q25 vs. 1Q24 Average balances ($ Millions) 1Q25 Change $ Change % Change $ Change % Demand 2,589 2 0.1% 21 0.8% Interest-bearing Demand 2,593 -43 -1.6% 54 2.1% Money Market 2,083 102 5.2% 122 6.2% Savings 2,194 41 1.9% 72 3.4% Time 2,629 -42 -1.6% -69 -2.6% Total Deposits 12,088 60 0.5% 200 1.7% • Deposit balances remained strong as average total deposits were stable QoQ and grew 1.7% versus 1Q24 • Customer (non-brokered) average deposits increased $68 million QoQ, while brokered deposits decreased $8 million QoQ • The pace of volumes into higher-cost CDs continues to slow • Cost of deposits decreased 9 bps QoQ as impacts of Fed rate cuts flowed through along with proactive management of overall portfolio $ m illi on s $ m illi on s 12,028 2 (43) 102 41 (42) 12,088 4Q24 Demand Int-bearing demand Money Market Savings Time 1Q25 Summary Comments Change in Deposit Mix Deposit Mix Change Deposit Growth and Cost of Deposits


104.1 107.7 112.2 115.0 128.7 3.10 3.20 3.33 3.42 3.87 2.95 3.15 3.35 3.55 3.75 3.95 4.15 - 20.0 40.0 60.0 80.0 100.0 120.0 140.0 1Q24 2Q24 3Q24 4Q24 1Q25 Net Intererst Income FTE* NIM% Net Interest Income (FTE) and NIM Trends $ m illi on s Net Interest Margin 8 • Net interest income increased 11.9% with NIM expanding to 3.87% from 3.42% in the previous quarter, inclusive of 39 bps benefit due to an interest recovery on a non-accrual commercial loan payoff in 1Q25 • Securities Portfolio yields continue to increase as we continue to reinvest cash flow at higher yields than the current portfolio • Total cost of funds decreased 12 bps as we have proactively lowered rate offerings ahead of anticipated Fed rate cuts • NIM increased 12 bps from 3.36% in 4Q24 to 3.48% in 1Q25 after adjusting for the benefit of non-accrual interest recoveries in each quarter $ m illi on s Summary Comments Drivers of Net Interest Margin Change Net Interest Income FTE* ($MM) Cost of Funds 9,320 9,491 9,517 9,441 9,499 714 567 465 467 469 2.28 2.40 2.39 2.27 2.15 0.00 1.00 2.00 3.00 4.00 5.00 6.00 8,000 8,500 9,000 9,500 10,000 10,500 1Q24 2Q24 3Q24 4Q24 1Q25 Interest Bearing Deposits Borrowings Cost of Funds % 342 29 3 1 12 387 4Q24 Loans Investments Borrowings Deposits 1Q25 225 245 265 285 305 325 345 365 385 405 B ps $115 $1 $0 $4 $129 $9 6 Bps Non-Accrual Recovery Bps 39 Bps * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein.


Earning Asset & Funding Mix 9 Funding MixEarning Asset Mix Ending balances ($ Millions) 1Q25 Total % Fixed % Floating % Periodic % Securities 1,889 14% 96% 0% 4% Residential mortgage 3,122 24% 97% 2% 1% Home equity 1,142 9% 62% 38% 0% Consumer 2,081 16% 97% 3% 0% Commercial real estate 2,793 21% 22% 48% 29% Commercial 2,079 16% 28% 69% 3% Total 13,106 100% 67% 26% 7% Ending balances ($ Millions) 1Q25 Total % < 1 Year * > 1 Year * Demand 2,641 21% 100% 0% Interest-bearing Demand 2,591 20% 100% 0% Money Market 2,124 17% 100% 0% Savings 2,222 18% 99% 1% Time 2,596 21% 96% 4% Borrowings 442 3% 60% 40% Total 12,616 100% 97% 3% • Growth in Commercial Loans continues to gradually increase floating % of total earning assets • Consumer loans are fixed but with shorter duration (vehicle loans) • Granular diversified deposit book, average balance of $18,000 • Customer deposits consist of 675 thousand accounts with an average tenure of 12 years • Time deposits have very short duration, allowing for benefit from lower rates to impact net interest expense *Interest rate reset period


2,029 (1) - 3 10 - 2,041 4Q24 Treasury Municipal Corporate Agency CMO Agency MBS 1Q25 2,000 2,005 2,010 2,015 2,020 2,025 2,030 2,035 2,040 2,045 2,050 HTM, 36% AFS, 64% Municipal, 4% Treasury/Agency, 8% Corporate, 1% Agency MBS, 18% Agency CMO, 69% Securities Portfolio 10 • Securities Portfolio yield continues to increase as we reinvest cash flow at higher yields than the runoff portfolio • Securities Portfolio yield increased 6 bps to 2.64% in the quarter • Portfolio effective duration is 5.3 years • 36% of portfolio is HTM to protect capital Summary Comments 2.64% 2.58% Securities Book Yield Securities Portfolio QoQ change Securities Portfolio $ m illi on s Amortized Cost Securities Classification


27.96 (8.85) 27.83 40.06 28.35 27.96 30.56 27.83 40.06 28.35 (15.00) (5.00) 5.00 15.00 25.00 35.00 45.00 1Q24 2Q24 3Q24 4Q24 1Q25 Total Non-interest Income Total Non-interest Income - adjusted* Noninterest Income 11 • Noninterest income decreased $11.7 million QoQ, as it returned to typical levels following the previous quarter’s VISA B shares gain and LIHTC gain • Noninterest income increased $400 thousand YoY, driven by higher SBA loan sales and ongoing growth in market sensitive income compared to 1Q24 Summary Comments Noninterest Income Trend $ m illi on s $ in thousands 1Q25 vs. 4Q24 1Q25 vs. 1Q24 Non-interest Income 1Q25 Change $ Change % Change $ Change % Service charges and fees 14,987 -988 -6.2% -536 -3.5% Trust and other financial services 7,910 425 5.7% 783 11.0% Other operating income 2,109 -11,190 -84.1% -320 -13.2% Gain on sale SBA loans 1,238 416 50.6% 365 41.8% Bank-owned life insurance 1,331 -689 -34.1% -171 -11.4% Mortgage banking income 696 472 210.7% 244 54.0% Gain on real estate owned, net 84 -154 -64.7% 27 47.4% Total Non-interest Income 28,355 -11,708 -29.2% 392 1.4% * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein.


51.5 53.5 56.2 53.2 54.5 37.5 37.0 34.5 39.3 36.1 1.0 1.9 0.0 2.9 1.1 90.0 92.4 90.8 95.3 91.7 67.4% 65.4% 64.8% 59.6% 57.7% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% 140.0% 160.0% 180.0% 200.0% - 20.0 40.0 60.0 80.0 100.0 120.0 1Q24 2Q24 3Q24 4Q24 1Q25 Personnel Non-personnel Restructuring Adj. Efficiency Ratio* Noninterest Expense 12 • Compensation and benefits increased by $1.3 million or 2.5% vs 4Q24, driven by seasonal payroll taxes • Processing and other expenses were lower QoQ due to a decrease in professional services as we focused on hiring in-house experts and the timing of technology investments Summary Comments Expense Mix and Efficiency Trend $ m illi on s * Non-GAAP financial measure; See "Use of non-GAAP Financial Measures” and Non-GAAP reconciliations herein. $ in thousands 1Q25 vs. 4Q24 1Q25 vs 1Q24 Non-interest Expense 1Q25 Change $ Change % Change $ Change % Compensation and employee benefits 54,540 1,342 2.5% 3,000 5.8% Processing expenses 13,990 -1,371 -8.9% -735 -5.0% Premises and occupancy costs 8,400 1,137 15.7% 773 10.1% Office operations 2,977 -59 -1.9% 210 7.6% Professional services 2,756 -1,032 -27.2% -1,309 -32.2% Federal deposit insurance premiums 2,328 -621 -21.1% -695 -23.0% Marketing expenses 1,880 -447 -19.2% -269 -12.5% Merger, asset disposition and restructuring expense 1,123 -1,727 -60.6% 168 17.6% Other 3,743 -811 -17.8% 570 18.0% Total Non-interest Expense 91,737 -3,589 -3.8% 1,713 1.9% 1Q24 2Q24 3Q24 4Q24 1Q25 Efficiency Ratio 68.6% 94.3% 65.2% 61.8% 58.7% Adj. Efficiency Ratio* 67.4% 65.4% 64.8% 59.6% 57.7%


4.2 2.2 5.7 15.5 8.3 0.87% 0.08% 0.16% 0.07% 0.18% 0.35% -0.70% -0.20% 0.30% 0.80% 1.30% 0 2 4 6 8 10 12 14 16 18 1Q24 2Q24 3Q24 4Q24 1Q25 Provision for Credit Losses - Loans Net Charge-offs to Average Loans Adj. for Net Charge-offs (Sold Loans) 11,493 11,345 11,295 11,180 11,216 1.09% 1.10% 1.11% 1.04% 1.09% 1.00% 1.05% 1.10% 1.15% 1.20% 1.25% 1.30% 1.35% 1.40% 11,000 11,100 11,200 11,300 11,400 11,500 11,600 1Q24 2Q24 3Q24 4Q24 1Q25 Loan Balances Allowance to Loans Allowance for Credit Losses 13 $ m illi on s • Overall ACL coverage at 1.09% is up slightly from 4Q24 due to growth within the commercial lending portfolio and changes within macroeconomic forecasts • Annualized Net charge-offs of 8 bps for the quarter came in below forecast and returned to historic rates after the fourth quarter write-downs of loans sold and transferred to held-for-sale • $8.3 million provision expense for loan losses based on CECL modeling and net charge-offs for the quarter Summary Comments Allowance Quarter-over-Quarter Change Total Loans and Allowance $ m illi on s Net Charge-offs and Provision $ m illi on s 116.8 (2.3) 8.3 122.8 4Q24 Net Charge-offs Provisions 1Q25


98 105 78 78 76 0.67% 0.73% 0.54% 0.54% 0.52% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 0 20 40 60 80 100 120 1Q24 2Q24 3Q24 4Q24 1Q25 Nonperformaing Assets Percent of Total Assets 228.8 256.8 319.9 272.3 279.1 1.99% 2.26% 2.83% 2.44% 2.49% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% (10.0) 40.0 90.0 140.0 190.0 240.0 290.0 340.0 1Q24 2Q24 3Q24 4Q24 1Q25 Classified Loans Classified Loans to Total Loans 90.3 68.3 79.0 100.0 112.0 0.76% 0.59% 0.70% 0.90% 1.00% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% - 20.0 40.0 60.0 80.0 100.0 120.0 1Q24 2Q24 3Q24 4Q24 1Q25 Delinquent Loans Delinquency Percentage Credit Quality 14 $ m illi on s Summary Comments Non-Performing Assets 30 Day Plus Loan Delinquency $ m illi on s Classified Loans $ m illi on s • Credit risk metrics remain stable and within historic levels • Delinquency increase QoQ is attributed to one commercial real estate loan that had previously been identified as Classified and on non-accrual • 1Q25 increase in classified loans was primarily driven by a few small Commercial CRE and Business Banking loans • Non-performing loans decreased $3 million, from 0.56% to 0.53% of loans


Commercial/CRE Loan Distribution 15 • Diverse portfolio has allowed Northwest to avoid material industry issues; Immaterial large metro office or rent controlled multi- family concentrations • Health care sector is a focus, see detail on slide 16 • Maturity and interest rate rollover risk is not significant • Regulatory CRE Concentration 152% of TargetT1+ACL (Est.) Classified Loan by Collateral Type Commercial Commitments By IndustrySummary Comments Real Estate and Rental and Leasing 33.5% Manufacturing 11.6% Health Care and Social Assistance 9.0% Construction 5.4% Retail Trade 5.2% Transportation and Warehousing 5.2% All Others ~15 other industries 30.2% $6.4B 47% of Total Loan Commitments Other Non RE Collateral 17.3% Nursing Home 19.8% Commercial Office Building 12.5%5 or More Unit Dwelling 8.2% Retail Building 6.2% Student Housing 5.3% All Others ~20 other property types 30.8% $278MM 2.5% of Total Loan Outstandings


Commercial Real Estate Concentration 16 Nursing Home Quarterly Change • Outstandings reduced another $6 million to $297 million • Classified outstandings increased from 14% to 19% • WARR of portfolio further improved from 4.23 4Q24 to 4.15, peak was 4.81 3Q23 • Industry continues to feel pressure on revenues and expense management • Market appetite exists from an M&A perspective and operator upgrades providing exit options CBSA Commitment Buffalo NY $125,355,168 Harrisburg PA $39,711,997 Rochester NY $35,891,246 New York NY $28,362,047 Pittsburgh PA $25,627,988 Total $254,948,446 Retail Building, 13.7% 5 or More Unit Dwelling, 13.2% Nursing Home, 10.0% Commercial Office Building - NOO, 10.3% Manufacturing & Industrial Building, 6.1% All Others ~30 other property types, 46.7% $2.9B 26% of Total Loan Outstandings Total Loan Outstandings by Property Type Top 5 Geographic Commercial Office Concentrations Commercial office concentrations remain well diversified across our footprint with no market consisting of more than $126 million in total Commitments


2025 Outlook 17 Net Interest Income: Increasing 1-3% YoY Net Interest Margin: Maintaining current levels between 3.30-3.40% Noninterest Income: Growing to $124-129 million Noninterest Expense: Increasing 2-4% YoY Tax Rate: Remaining flat to 2024 tax rate Net charge-offs: Trend towards normalized between 25bps-35bps Assumptions: • Outlook excludes any impact from previously announced Penns Woods Acquisition • Loan growth increases by 2-3% YoY • Heavy focus on Commercial loans and continued remixing of portfolio • Modest deposit growth 1-2% YoY • 1-2 rate cuts in 2025 • Normal seasonality between quarters


Non-GAAP Reconciliation 18 *Dollars in thousands, except per share amounts


Non-GAAP Reconciliation 19 *Dollars in thousands, except per share amounts


Non-GAAP Reconciliation – Continued 20 *Dollars in thousands