Form 8-K - Current report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2025

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34582

27-0950358

(State or other jurisdiction of incorporation)

(Commission File No.)

(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 24, 2025, Northwest Bancshares, Inc. issued a press release announcing its financial results for the three and nine month period ended December 31, 2024 (the "Press Release"), and posted on its website its third quarter 2024 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.

Important Additional Information about the Merger

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of Northwest Bancshares, Inc. (“Northwest”). Northwest will file a registration statement on Form S-4 and other documents regarding the proposed merger with Penns Woods Bancorp, Inc. (“Penns Woods”) with the Securities and Exchange Commission (“SEC”). The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Penns Woods in advance of its special meetings of shareholders to be held to consider the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about Northwest, Penns Woods and the proposed merger.

Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, free of charge, on Northwest’s website at https://investorrelations.northwest.bank under the tab “SEC Filings” or by contacting Northwest’s Investor Relations Department at: Northwest Bancshares, Inc., 3 Easton Oval Street Suite 500, Columbus, Ohio 43219, Attn: Investor Relations.

Northwest, Penns Woods, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Penns Woods in connection with the proposed merger. Information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Additional information about the directors and executive officers of Northwest is set forth in the proxy statement for Northwest’s 2024 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 8, 2024.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits


Exhibit No.						Description

99.1						Press release dated January 24, 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:

January 24, 2025

By:

/s/ Douglas M. Schosser

Douglas M. Schosser

Chief Financial Officer

EXHIBIT 99.1

PRESS RELEASE OF NORTHWEST BANCSHARES, INC.

EARNINGS RELEASE

FOR IMMEDIATE RELEASE

Filed by Northwest Bancshares, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Penns Woods Bancorp, Inc.

Commission File No. 0-17077


Contact:			Douglas M. Schosser, Chief Financial Officer (814) 726-2140

Media Contact:			Devin T. Cygnar, Chief Marketing & Communications Officer (614) 934-2797

Northwest Bancshares, Inc. Announces Fourth Quarter 2024 net income of $33 million,

or $0.26 per diluted share

Adjusted net income (non-GAAP) of $35 million, or $0.27 per diluted share

Net interest margin expands 9 basis points to 3.42%, inclusive of 6bps from an interest recovery

Efficiency ratio improved to 61.8%

121st consecutive quarterly dividend of $0.20 per share declared

Columbus, Ohio — January 24, 2025

Northwest Bancshares, Inc., (the “Company”), (Nasdaq: NWBI) announced net income for the quarter ended December 31, 2024 of $33 million, or $0.26 per diluted share. This represents an increase of $4 million compared to the same quarter last year, when net income was $29 million, or $0.23 per diluted share, and a decrease of $1 million compared to the prior quarter, when net income was $34 million, or $0.26 per diluted share. The annualized returns on average shareholders’ equity and average assets for the quarter ended December 31, 2024 were 8.20% and 0.91% compared to 7.64% and 0.80% for the same quarter last year and 8.50% and 0.93% from the prior quarter.

Compared to adjusted net income (non-GAAP) of $34 million, or $0.26 per diluted share in the prior quarter, adjusted net income (non-GAAP) increased by $1 million to $35 million, or $0.27 per diluted share for the quarter ended December 31, 2024. This increase was driven by an increase in noninterest income which was offset by an increase in provision expense of $17 million for the quarter ended December 31, 2024 compared to $4.9 million for the quarter ended September 30, 2024. The adjusted annualized returns on average shareholders’ equity (non-GAAP) and average assets (non-GAAP) for the quarter ended December 31, 2024 were 8.71% and 0.97% compared to 8.51% and 0.93% 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 14, 2025 to shareholders of record as of February 3, 2025. This is the 121st 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, 2024, this represents an annualized dividend yield of approximately 6.1%.

Remarking on the results, President and CEO Louis J. Torchio said, “We are pleased with our fourth quarter earnings, which demonstrate the success of our business model focused on strategic growth and transformation. Our focus on commercial banking and deposit growth has delivered an increase in average C&I loans and sustainable deposit generation while maintaining a stable cost of funds. We’ve entered 2025 with significant momentum driven by improvements in our net interest margin and efficiency ratio, thanks to the commitment of our entire team to produce results while managing risks and taking care of our customers.

Notably in the fourth quarter, we were pleased to announce that we entered into an agreement to acquire Penns Woods Bancorp, Inc. expected to close in the third quarter of 2025, subject to customary closing conditions. This transaction marks another milestone in our long-term growth strategy and will place Northwest in the nation’s top 100 largest banks. Our combination of

companies will be strongly positioned to serve communities that are familiar to Northwest while also expanding into new markets across North Central and Northeastern Pennsylvania. We look forward to continuing our long-standing tradition of customer-focused banking in these new markets and across the entire Northwest footprint.

I am pleased to announce that for the 121st consecutive quarter, we will provide a $0.20 per share dividend, which demonstrates our continued commitment to providing value to our shareholders. Our dedication to financial stability, outstanding performance and sustainable growth remains steadfast this year, as we work to deliver benefits to our shareholders, customers, and communities.”

Balance Sheet Highlights


Dollars in thousands					Change 4Q24 vs.
	4Q24		3Q24	4Q23	3Q24		4Q23
Average loans receivable	$	11,204,781	11,223,602	11,251,717	(0.2)	%	(0.4)	%
Average investments	2,033,991		1,998,855	2,076,808	1.8	%	(2.1)	%

Average deposits	12,028,417		12,096,811	11,796,193	(0.6)	%	2.0	%
Average borrowed funds	222,506		220,677	548,089	0.8	%	(59.4)	%

•Average loans receivable decreased $47 million from the quarter ended December 31, 2023 driven by our personal banking portfolio, which decreased by $448 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 $401 million in total, including a $368 million increase in our commercial and industrial portfolio as we have continued to build-out our commercial lending verticals. Compared to the third quarter of 2024, average loans receivable decreased by $19 million. Growth was muted in the quarter as we continue to reinvest cash flows from our personal banking portfolio into our commercial banking portfolio and focus on profitability and credit discipline.

•Average investments declined $43 million from the quarter ended December 31, 2023 and increased $35 million from the quarter ended September 30, 2024. The decline from the prior year was driven by the investment portfolio restructure which occurred in the second quarter as a portion of the proceeds from the investment sale were used to reduce outstanding borrowings. The growth in average investments compared to the third 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 $232 million from the quarter ended December 31, 2023, driven by a $224 million increase in our average time deposits as we competitively positioned our deposit products over the last year. This increase was partially offset by a decrease in money market balances as customers shifted balances into higher yielding time deposit accounts. Compared to the third quarter of 2024, average deposits declined $68 million, driven by a $159 million decrease in time deposits due a decline in the need for brokered CDs. This was partially offset by a $69 million increase in our average interest-bearing checking deposits.

•Average borrowings saw a reduction of $326 million compared to the quarter ended December 31, 2023 and a $2 million increase compared to the quarter ended September 30, 2024. The decrease in average borrowings is primarily attributable to the pay-down of wholesale borrowings made possible by the increase in the average balance of deposits noted above coupled with the proceeds from our investment portfolio restructuring.

Income Statement Highlights


Dollars in thousands								Change 4Q24 vs.
	4Q24			3Q24		4Q23		3Q24		4Q23
Interest income	$	170,722		171,381		157,388		(0.4)	%	8.5	%
Interest expense	56,525			60,079		51,086		(5.9)	%	10.6	%
Net interest income	$	114,197		111,302		106,302		2.6	%	7.4	%

Net interest margin	3.42		%	3.33	%	3.16	%

Compared to the quarter ended December 31, 2023, net interest income increased $8 million and net interest margin increased to 3.42% from 3.16% for the quarter ended December 31, 2023. This increase in net interest income resulted primarily from:

•A $13 million increase in interest income that was the result of cash and marketable securities being redeployed into higher yielding loans. Driven by higher market interest rates, the average yield on loans improved to 5.56% for the quarter ended December 31, 2024 from 5.19% for the quarter ended December 31, 2023. This increase includes an interest recovery of $2.1 million on a non-accrual commercial loan payoff. Excluding this interest recovery, the adjusted yield on loans for the quarter ended December 31, 2024 was 5.48% and the adjusted net interest margin was 3.36%.

•A $5 million increase in interest expense as the result of higher costs of deposits due to the higher interest rate environment and competitive pressure for liquidity. The cost of interest-bearing liabilities increased to 2.27% for the quarter ended December 31, 2024 from 2.04% for the quarter ended December 31, 2023.

Compared to the quarter ended September 30, 2024, net interest income increased $3 million and net interest margin increased to 3.42% for the quarter ended December 31, 2024 from 3.33% for the quarter ended September 30, 2024. This increase in net interest income resulted from the following:

•A $4 million decrease in interest expense driven by lower interest expense on deposits as average yield improved compared to the prior quarter to 2.14% from 2.27% for the quarter ended September 30, 2024.

•A $1 decrease in interest income, as lower interest yields were partially offset by an interest recovery of $2.1 million on a non-accrual commercial loan payoff.


Dollars in thousands								Change 4Q24 vs.
	4Q24			3Q24		4Q23		3Q24		4Q23
Provision for credit losses - loans	$	15,549		5,727		3,801		171.5	%	309.1	%
Provision for credit losses - unfunded commitments	1,016			(852)		4,145		219.2	%	(75.5)	%
Total provision for credit losses expense	$	16,565		4,875		7,946		239.8	%	108.5	%

Net charge-offs to average loans, annualized	0.87		%	0.18	%	0.12	%

During the quarter the Company took several steps 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 of December 31, 2024. 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. Additionally, the Company saw a decrease in classified loans to $272 million, or 2.44% of total loans, at December 31, 2024 from $320 million, or 2.83% of total loans, at September 30, 2024.

The total provision for credit losses for the quarter ended December 31, 2024 was $16.6 million primarily driven by the elevated charge-offs discussed above, coupled with growth in our commercial lending portfolio and changes in the economic forecasts in the current period.


Dollars in thousands					Change 4Q24 vs.
	4Q24		3Q24	4Q23	3Q24		4Q23
Noninterest income:
Loss on sale of investments	$	—	—	(1)	NA		NA
Gain on sale of loans	—		—	726	NA		NA
Gain on sale of SBA loans	822		667	388	23.2	%	111.9	%
Service charges and fees	15,975		15,932	15,922	0.3	%	0.3	%
Trust and other financial services income	7,485		7,924	6,884	(5.5)	%	8.7	%
Gain on real estate owned, net	238		105	1,084	126.7	%	(78.0)	%
Income from bank-owned life insurance	2,020		1,434	1,454	40.9	%	38.9	%
Mortgage banking income	224		744	247	(69.9)	%	(9.3)	%
Other operating income	13,299		1,027	2,465	1194.9	%	439.5	%
Total noninterest income	$	40,063	27,833	29,169	43.9	%	37.3	%

Noninterest income increased from the quarter ended December 31, 2023 by $11 million and from the quarter ended September 30, 2024 by $12 million due primarily to an increase 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.


Dollars in thousands					Change 4Q24 vs.
	4Q24		3Q24	4Q23	3Q24		4Q23
Noninterest expense:
Personnel expense	$	53,198	56,186	50,194	(5.3)	%	6.0	%
Non-personnel expense	42,128		34,581	40,482	21.8	%	4.1	%
Total noninterest expense	$	95,326	90,767	90,676	5.0	%	5.1	%

Noninterest expense increased from the quarter ended December 31, 2023 due to a $3 million increase in personnel expenses driven by an increase in incentive compensation and contract employee expense during the quarter.

Compared to the quarter ended September 30, 2024, noninterest expense increased due to a $3 million decrease in personnel expense driven by a decline in contract employee expense and employee benefit expenses, which were more than offset by an increase in non-personnel expense of $8 million due to $3 million of merger and restructuring expenses in the current quarter as well as an increase in processing and other expense due to technology investments and the timing of charitable contributions.


Dollars in thousands					Change 4Q24 vs.
	4Q24		3Q24	4Q23	3Q24		4Q23
Income before income taxes	$	42,369	43,493	36,849	(2.6)	%	15.0	%
Income tax expense	9,619		9,875	7,835	(2.6)	%	22.8	%
Net income	$	32,750	33,618	29,014	(2.6)	%	12.9	%

The provision for income taxes increased by $2 million from the quarter ended December 31, 2023 and remained flat from the quarter ended September 30, 2024 primarily due to the quarterly change in income before income taxes.

Net income increased from the quarter ended December 31, 2023, due to the factors discussed above, and decreased from the quarter ended September 30, 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 December 31, 2024, 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 and benefits 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: (1) the businesses of the Company and Penns Woods may not be integrated successfully or such integration may take longer to accomplish than expected; (2) the expected cost savings and any revenue synergies from the proposed merger may not be fully realized within the expected timeframes; (3) disruption from the proposed merger may make it more difficult to maintain relationships with clients, associates, or suppliers; (4) the required governmental approvals of the proposed merger may not be obtained on the expected terms and schedule; and (5) Penns Woods’ shareholders may not approve the proposed merger and the merger agreement. 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.

Additional Information about the Merger and Where to Find It - This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Company. In connection with the proposed merger, the Company will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a proxy statement of Penns Woods, and a prospectus of the Company, as well as other relevant documents concerning the proposed transaction. INVESTORS AND SHAREHOLDERS OF PENNS WOODS, AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement/Prospectus will be mailed to shareholders of Penns Woods prior to the shareholder meeting, which has not yet been scheduled. In addition, when the Registration Statement on Form S-4, which will include the Proxy Statement/Prospectus, and other related documents are filed by the Company with the SEC, it may be obtained for free at the SEC’s website at www.sec.gov, and from either the Company’s website at www.northwest.bank or Penns Woods’ website at www.pwod.com.

Participants in the Solicitation - The Company, Penns Woods, and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and Penns Woods in connection with the proposed merger. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2024 annual meeting of shareholders, as filed with the SEC on March 8, 2024. Information about the directors and executive officers of Penns Woods is set forth in the proxy statement for Penns Woods’s 2024 annual meeting of shareholders, as filed with the SEC on March 26, 2024. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders of Penns Woods in connection with the proposed merger will be included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC, the Company, or Penns Woods using the website information above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PENNS WOODS SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

(dollars in thousands, except per share amounts)


	December 31, 2024			September 30, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	288,378		226,883		122,260


Marketable securities available-for-sale (amortized cost of $1,278,665, $1,248,104 and $1,240,003, respectively)	1,108,944			1,111,868		1,043,359
Marketable securities held-to-maturity (fair value of $637,948, $672,641 and $699,506, respectively)	750,586			766,772		814,839
Total cash and cash equivalents and marketable securities	2,147,908			2,105,523		1,980,458

Loans held-for-sale	76,331			9,370		8,768
Residential mortgage loans	3,178,269			3,248,788		3,419,417
Home equity loans	1,149,396			1,167,202		1,227,858
Consumer loans	1,995,085			1,998,032		2,126,027
Commercial real estate loans	2,849,862			2,994,379		2,974,010
Commercial loans	2,007,402			1,886,787		1,658,729
Total loans receivable	11,180,014			11,295,188		11,406,041
Allowance for credit losses	(116,819)			(125,813)		(125,243)
Loans receivable, net	11,063,195			11,169,375		11,280,798


FHLB stock, at cost	21,006			21,223		30,146
Accrued interest receivable	46,356			46,678		47,353
Real estate owned, net	35			76		104
Premises and equipment, net	124,246			126,391		138,838
Bank-owned life insurance	253,137			255,324		251,895
Goodwill	380,997			380,997		380,997
Other intangible assets, net	2,837			3,363		5,290
Other assets	292,176			236,005		294,458
Total assets	$	14,408,224		14,354,325		14,419,105
Liabilities and shareholders’ equity
Liabilities
Noninterest-bearing demand deposits	$	2,621,415		2,581,769		2,669,023
Interest-bearing demand deposits	2,666,504			2,676,779		2,634,546
Money market deposit accounts	2,007,739			1,956,747		1,968,218
Savings deposits	2,171,251			2,145,735		2,105,234
Time deposits	2,677,645			2,710,049		2,602,881
Total deposits	12,144,554			12,071,079		11,979,902


Borrowed funds	200,331			204,374		398,895
Subordinated debt	114,538			114,451		114,189
Junior subordinated debentures	129,834			129,769		129,574
Advances by borrowers for taxes and insurance	42,042			24,700		45,253
Accrued interest payable	6,935			15,125		13,669
Other liabilities	173,134			203,502		186,306
Total liabilities	12,811,368			12,763,000		12,867,788
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, 127,508,003, 127,400,199 and 127,110,453 shares issued and outstanding, respectively	1,275			1,274		1,271
Additional paid-in capital	1,033,385			1,030,384		1,024,852
Retained earnings	673,110			665,845		674,686

Accumulated other comprehensive loss	(110,914)			(106,178)		(149,492)
Total shareholders’ equity	1,596,856			1,591,325		1,551,317
Total liabilities and shareholders’ equity	$	14,408,224		14,354,325		14,419,105

Equity to assets	11.08		%	11.09	%	10.76	%
Tangible common equity to tangible assets*	8.65		%	8.64	%	8.30	%
Book value per share	$	12.52		12.49		12.20
Tangible book value per share*	$	9.51		9.47		9.17
Closing market price per share	$	13.19		13.38		12.48
Full time equivalent employees	1,956			1,975		2,098
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
	December 31, 2024			September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

Interest income:
Loans receivable	$	155,838		156,413		153,954		149,571		146,523
Mortgage-backed securities	11,515			10,908		9,426		7,944		7,951
Taxable investment securities	910			842		728		794		786
Tax-free investment securities	515			512		457		491		492
FHLB stock dividends	392			394		498		607		666
Interest-earning deposits	1,552			2,312		1,791		832		970
Total interest income	170,722			171,381		166,854		160,239		157,388
Interest expense:
Deposits	50,854			54,198		52,754		47,686		40,600
Borrowed funds	5,671			5,881		7,259		9,315		10,486
Total interest expense	56,525			60,079		60,013		57,001		51,086
Net interest income	114,197			111,302		106,841		103,238		106,302
Provision for credit losses - loans	15,549			5,727		2,169		4,234		3,801
Provision for credit losses - unfunded commitments	1,016			(852)		(2,539)		(799)		4,145
Net interest income after provision for credit losses	97,632			106,427		107,211		99,803		98,356
Noninterest income:
Loss on sale of investments	—			—		(39,413)		—		(1)

Gain on sale of SBA loans	822			667		1,457		873		388
Gain on sale of loans	—			—		—		—		726
Service charges and fees	15,975			15,932		15,527		15,523		15,922
Trust and other financial services income	7,485			7,924		7,566		7,127		6,884
Gain on real estate owned, net	238			105		487		57		1,084
Income from bank-owned life insurance	2,020			1,434		1,371		1,502		1,454
Mortgage banking income	224			744		901		452		247

Other operating income	13,299			1,027		3,255		2,429		2,465
Total noninterest income/(loss)	40,063			27,833		(8,849)		27,963		29,169
Noninterest expense:
Compensation and employee benefits	53,198			56,186		53,531		51,540		50,194
Premises and occupancy costs	7,263			7,115		7,464		7,627		7,049
Office operations	3,036			2,811		3,819		2,767		3,747
Collections expense	905			474		406		336		328
Processing expenses	15,361			14,570		14,695		14,725		15,017
Marketing expenses	2,327			2,004		2,410		2,149		1,317
Federal deposit insurance premiums	2,949			2,763		2,865		3,023		2,643
Professional services	3,788			3,302		3,728		4,065		6,255
Amortization of intangible assets	526			590		635		701		724
Real estate owned expense	38			23		57		66		51
Merger, asset disposition and restructuring expense	2,850			43		1,915		955		2,354
Other expenses	3,085			886		895		2,070		997
Total noninterest expense	95,326			90,767		92,420		90,024		90,676
Income before income taxes	42,369			43,493		5,942		37,742		36,849
Income tax expense	9,619			9,875		1,195		8,579		7,835
Net income	$	32,750		33,618		4,747		29,163		29,014

Basic earnings per share	$	0.26		0.26		0.04		0.23		0.23
Diluted earnings per share	$	0.26		0.26		0.04		0.23		0.23




Annualized return on average equity	8.20		%	8.50	%	1.24	%	7.57	%	7.64	%
Annualized return on average assets	0.91		%	0.93	%	0.13	%	0.81	%	0.80	%
Annualized return on average tangible common equity *	10.81		%	11.26	%	1.65	%	10.08	%	10.28	%

Efficiency ratio	61.80		%	65.24	%	94.31	%	68.62	%	66.93	%
Efficiency ratio, excluding certain items **	59.61		%	64.78	%	65.41	%	67.35	%	64.66	%
Annualized noninterest expense to average assets	2.65		%	2.52	%	2.57	%	2.51	%	2.51	%
Annualized noninterest expense to average assets, excluding certain items**	2.55		%	2.50	%	2.50	%	2.47	%	2.43	%

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

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

Northwest Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income (Unaudited)

(dollars in thousands, except per share amounts)


	Year ended December 31,
	2024			2023
Interest income:
Loans receivable	$	615,776		543,659
Mortgage-backed securities	39,793			32,886
Taxable investment securities	3,274			3,258
Tax-free investment securities	1,975			2,350
FHLB stock dividends	1,891			2,868
Interest-earning deposits	6,487			2,901
Total interest income	669,196			587,922
Interest expense:
Deposits	205,492			105,343
Borrowed funds	28,126			46,896
Total interest expense	233,618			152,239
Net interest income	435,578			435,683
Provision for credit losses - loans	27,679			18,664
Provision for credit losses - unfunded commitments	(3,174)			4,210
Net interest income after provision for credit losses	411,073			412,809
Noninterest income:
Loss on sale of investments	(39,413)			(8,307)
Gain on sale of mortgage servicing rights	—			8,305
Gain on sale of SBA loans	3,819			1,800
Gain on sale of loans	—			726
Service charges and fees	62,957			59,214


Trust and other financial services income	30,102			27,284

Gain on real estate owned, net	887			2,006
Income from bank-owned life insurance	6,327			8,588
Mortgage banking income	2,321			2,431
Other operating income	20,010			11,776
Total noninterest income	87,010			113,823
Noninterest expense:
Compensation and employee benefits	214,455			195,691
Premises and occupancy costs	29,469			29,151
Office operations	12,433			12,955
Collections expense	2,121			1,695
Processing expenses	59,351			58,687
Marketing expenses	8,890			9,444
Federal deposit insurance premiums	11,600			9,271
Professional services	14,883			17,819
Amortization of intangible assets	2,452			3,270
Real estate owned expense	184			456
Merger, asset disposition and restructuring expense	5,763			6,749
Other expenses	6,936			6,366
Total noninterest expense	368,537			351,554
Income before income taxes	129,546			175,078
Income tax expense	29,268			40,121
Net income	$	100,278		134,957

Basic earnings per share	$	0.79		1.06
Diluted earnings per share	$	0.79		1.06




Annualized return on average equity	6.41		%	8.94	%
Annualized return on average assets	0.70		%	0.95	%
Annualized return on tangible common equity *	8.51		%	12.02	%

Efficiency ratio	70.52		%	63.98	%
Efficiency ratio, excluding certain items **	64.11		%	62.15	%
Annualized noninterest expense to average assets	2.56		%	2.46	%
Annualized noninterest expense to average assets, excluding certain items **	2.50		%	2.39	%

* 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, 2024			September 30, 2024		December 31, 2023		2024		2023
Reconciliation of net income to adjusted net income:
Net income (GAAP)	$	32,750		33,618		29,014		100,278		134,957
Non-GAAP adjustments

Add: merger, asset disposition and restructuring expense	2,850			43		2,354		5,763		6,749
Add: loss on the sale of investments	—			—		1		39,413		8,307
Less: gain on sale of mortgage servicing rights	—			—		—		—		(8,305)
Less: tax benefit of non-GAAP adjustments	(798)			(12)		(659)		(12,649)		(1,890)
Adjusted net income (non-GAAP)	$	34,802		33,649		30,710		132,805		139,818
Diluted earnings per share (GAAP)	$	0.26		0.26		0.23		0.79		1.06
Diluted adjusted earnings per share (non-GAAP)	$	0.27		0.26		0.24		1.04		1.10

Average equity	$	1,589,228		1,572,897		1,506,895		1,563,454		1,510,285
Average assets	14,322,864			14,351,669		14,329,020		14,385,171		14,269,809
Annualized return on average equity (GAAP)	8.20		%	8.50	%	7.64	%	6.41	%	8.94	%
Annualized return on average assets (GAAP)	0.91		%	0.93	%	0.80	%	0.70	%	0.95	%
Annualized return on average equity, excluding merger, asset disposition and restructuring expense, loss on the sale of investments and gain on sale of mortgage servicing rights, net of tax (non-GAAP)	8.71		%	8.51	%	8.09	%	8.49	%	9.26	%
Annualized return on average assets, excluding merger, asset disposition and restructuring expense, loss on sale of investments, and gain on sale of mortgage servicing rights, net of tax (non-GAAP)	0.97		%	0.93	%	0.85	%	0.92	%	0.98	%

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, 2024			September 30, 2024		December 31, 2023
Tangible common equity to assets
Total shareholders’ equity	$	1,596,856		1,591,325		1,551,317
Less: goodwill and intangible assets	(383,834)			(384,360)		(386,287)
Tangible common equity	$	1,213,022		1,206,965		1,165,030

Total assets	$	14,408,224		14,354,325		14,419,105
Less: goodwill and intangible assets	(383,834)			(384,360)		(386,287)
Tangible assets	$	14,024,390		13,969,965		14,032,818

Tangible common equity to tangible assets	8.65		%	8.64	%	8.30	%

Tangible common equity to tangible assets, including unrealized losses on held-to-maturity investments
Tangible common equity	$	1,213,022		1,206,965		1,165,030
Less: unrealized losses on held to maturity investments	(112,638)			(94,131)		(115,334)
Add: deferred taxes on unrealized losses on held to maturity investments	31,539			26,357		32,294
Tangible common equity, including unrealized losses on held-to-maturity investments	$	1,131,923		1,139,191		1,081,990

Tangible assets	$	14,024,390		13,969,965		14,032,818

Tangible common equity to tangible assets, including unrealized losses on held-to-maturity investments	8.07		%	8.15	%	7.71	%

Tangible book value per share
Tangible common equity	$	1,213,022		1,206,965		1,165,030
Common shares outstanding	127,508,003			127,400,199		127,110,453
Tangible book value per share	9.51			9.47		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											Year ended December 31,
	December 31, 2024			September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		2024		2023

Annualized return on average tangible common equity
Net income	$	32,750		33,618		4,747		29,163		29,014		100,278		134,957

Average shareholders’ equity	1,589,228			1,572,897		1,541,434		1,549,870		1,506,895		1,563,454		1,510,285
Less: average goodwill and intangible assets	(384,178)			(384,730)		(385,364)		(386,038)		(386,761)		(385,074)		(387,961)
Average tangible common equity	$	1,205,050		1,188,167		1,156,070		1,163,832		1,120,134		1,178,380		1,122,324

Annualized return on average tangible common equity	10.81		%	11.26	%	1.65	%	10.08	%	10.28	%	8.51	%	12.02	%

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	$	95,326		90,767		92,420		90,024		90,676		368,537		351,554
Less: amortization expense	(526)			(590)		(635)		(701)		(724)		(2,452)		(3,270)
Less: merger, asset disposition and restructuring expenses	(2,850)			(43)		(1,915)		(955)		(2,354)		(5,763)		(6,749)
Non-interest expense, excluding amortization and merger, assets disposition and restructuring expenses	$	91,950		90,134		89,870		88,368		87,598		360,322		341,535

Net interest income	$	114,197		111,302		106,841		103,238		106,302		435,578		435,683
Non-interest income	40,063			27,833		(8,849)		27,963		29,169		87,010		113,823
Add: loss on the sale of investments	—			—		39,413		—		1		39,413		8,307
Less: gain on sale of mortgage servicing rights	—			—		—		—		—		—		(8,305)
Net interest income plus non-interest income, excluding loss on sale of investments and gain on sale of mortgage servicing rights	$	154,260		139,135		137,405		131,201		135,472		562,001		549,508

Efficiency ratio, excluding loss on sale of investments, gain on sale of mortgage servicing rights, amortization and merger, asset disposition and restructuring expenses	59.61		%	64.78	%	65.41	%	67.35	%	64.66	%	64.11	%	62.15	%

Annualized non-interest expense to average assets, excluding amortization and merger, asset disposition and restructuring expense
Non-interest expense excluding amortization and merger, asset disposition and restructuring expenses	$	91,950		90,134		89,870		88,368		87,598		360,322		341,535
Average assets	14,322,864			14,351,669		14,458,592		14,408,612		14,329,020		14,385,171		14,269,809
Annualized non-interest expense to average assets, excluding amortization and merger, asset disposition and restructuring expense	2.55		%	2.50	%	2.50	%	2.47	%	2.43	%	2.50	%	2.39	%

* 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, 2024
	Balance		Percent of total deposits		Number of relationships
Uninsured deposits per the Call Report (1)	$	3,131,231	25.8	%	5,233
Less intercompany deposit accounts	1,244,219		10.3	%	11
Less collateralized deposit accounts	413,479		3.4	%	224
Uninsured deposits excluding intercompany and collateralized accounts	$	1,473,533	12.1	%	4,998

(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 $26.2 million, or 0.22% of total deposits, as of December 31, 2024. Our top ten largest uninsured depositors, excluding intercompany and collateralized deposit accounts, had an aggregate uninsured deposit balance of $167.4 million, or 1.38% of total deposits, as of December 31, 2024. The average uninsured deposit account balance, excluding intercompany and collateralized accounts, was $295,000 as of December 31, 2024.

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


	As of December 31, 2024
	Balance		Percent of total deposits		Number of accounts
Personal noninterest bearing demand deposits	$	1,372,651	11.3	%	285,040
Business noninterest bearing demand deposits	1,248,764		10.3	%	43,062
Personal interest-bearing demand deposits	1,380,138		11.4	%	55,870
Business interest-bearing demand deposits	1,286,366		10.6	%	7,586
Personal money market deposits	1,431,088		11.8	%	24,665
Business money market deposits	576,651		4.7	%	2,701
Savings deposits	2,171,251		17.9	%	180,725
Time deposits	2,677,645		22.0	%	80,256
Total deposits	$	12,144,554	100.0	%	679,905

Our average deposit account balance as of December 31, 2024 was $18,000. The Company’s insured cash sweep deposit balance was $551 million as of December 31, 2024.

The following table provides additional details regarding the Company’s deposit portfolio over time:


	6/30/2023		9/30/2023	12/31/2023	3/31/2024	6/30/2024	9/30/2024	12/31/2024
Personal noninterest bearing demand deposits	$	1,397,167	1,375,144	1,357,875	1,369,294	1,350,520	1,316,845	1,372,651
Business noninterest bearing demand deposits	1,423,396		1,399,147	1,311,148	1,249,085	1,231,179	1,264,924	1,248,764
Personal interest-bearing demand deposits	1,535,254		1,477,617	1,464,058	1,427,140	1,396,825	1,340,668	1,380,138
Business interest-bearing demand deposits	624,252		689,914	812,433	805,069	815,358	955,120	978,002
Municipal demand deposits	418,147		430,549	358,055	325,657	353,567	380,991	308,364
Personal money market deposits	1,511,652		1,463,689	1,435,939	1,393,532	1,390,162	1,394,904	1,431,088
Business money market deposits	642,601		579,124	532,279	559,005	574,679	561,843	576,651
Savings deposits	2,120,215		2,116,360	2,105,234	2,156,048	2,148,727	2,145,735	2,171,251
Time deposits	1,989,711		2,258,338	2,602,881	2,786,814	2,826,362	2,710,049	2,677,645
Total deposits	$	11,662,395	11,789,882	11,979,902	12,071,644	12,087,379	12,071,079	12,144,554

Northwest Bancshares, Inc. and Subsidiaries

Regulatory Capital Requirements (Unaudited)

(dollars in thousands)


	At December 31, 2024
	Actual (1)				Minimum capital requirements (2)				Well capitalized requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Northwest Bancshares, Inc.	$	1,704,207	16.019	%	$	1,117,037	10.500	%	$	1,063,844	10.000	%
Northwest Bank	1,466,805		13.800	%	1,116,035		10.500	%	1,062,890		10.000	%

Tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,464,067		13.762	%	904,268		8.500	%	851,075		8.000	%
Northwest Bank	1,341,203		12.618	%	903,457		8.500	%	850,312		8.000	%

Common equity tier 1 capital (to risk weighted assets)
Northwest Bancshares, Inc.	1,338,222		12.579	%	744,691		7.000	%	691,499		6.500	%
Northwest Bank	1,341,203		12.618	%	744,023		7.000	%	690,879		6.500	%

Tier 1 capital (leverage) (to average assets)
Northwest Bancshares, Inc.	1,464,067		10.369	%	564,772		4.000	%	705,965		5.000	%
Northwest Bank	1,341,203		9.496	%	564,936		4.000	%	706,170		5.000	%

(1) December 31, 2024 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 2023 Annual Report on Form 10-K.

Northwest Bancshares, Inc. and Subsidiaries

Marketable Securities (Unaudited)

(dollars in thousands)


	December 31, 2024
Marketable securities available-for-sale	Amortized cost		Gross unrealized holding gains	Gross unrealized holding losses	Fair value	Weighted average duration
Debt issued by the U.S. government and agencies:

Due after ten years	$	45,289	—	(9,898)	35,391	5.99

Debt issued by government sponsored enterprises:

Due after one year through five years	122		—	(4)	118	1.91





Municipal securities:

Due after one year through five years	888		10	(2)	896	1.57
Due after five years through ten years	16,662		4	(1,756)	14,910	7.43
Due after ten years	51,257		4	(8,440)	42,821	10.22

Corporate debt issues:
Due in one year through five years	5,485		—	(78)	5,407	4.40
Due after five years through ten years	19,944		815	(65)	20,694	4.41


Mortgage-backed agency securities:
Fixed rate pass-through	237,892		106	(17,581)	220,417	5.85
Variable rate pass-through	3,738		54	(3)	3,789	3.84

Fixed rate agency CMOs	852,648		174	(132,989)	719,833	5.22
Variable rate agency CMOs	44,740		30	(102)	44,668	5.69
Total mortgage-backed agency securities	1,139,018		364	(150,675)	988,707	5.38
Total marketable securities available-for-sale	$	1,278,665	1,197	(170,918)	1,108,944	5.59

Marketable securities held-to-maturity
Government sponsored
Due after one year through five years	$	124,462	—	(14,464)	109,998	3.58


Mortgage-backed agency securities:
Fixed rate pass-through	132,816		—	(20,181)	112,635	4.70
Variable rate pass-through	364		1	—	365	3.21
Fixed rate agency CMOs	492,415		—	(77,989)	414,426	5.63
Variable rate agency CMOs	529		—	(5)	524	4.54
Total mortgage-backed agency securities	626,124		1	(98,175)	527,950	5.43
Total marketable securities held-to-maturity	$	750,586	1	(112,639)	637,948	5.12

Northwest Bancshares, Inc. and Subsidiaries

Borrowed Funds (Unaudited)

(dollars in thousands)


	December 31, 2024
	Amount		Average rate



Term notes payable to the FHLB of Pittsburgh, due within one year	$	175,000	4.64	%



Collateralized borrowings, due within one year	22,323		1.73	%
Collateral received, due within one year	3,008		4.65	%
Subordinated debentures, net of issuance costs	114,538		4.28	%
Junior subordinated debentures	129,834		6.85	%
Total borrowed funds *	$	444,703	5.05	%

* As of December 31, 2024, the Company had $3.2 billion of additional borrowing capacity available with the FHLB of Pittsburgh, including a $250 million overnight line of credit, which has no balance as of December 31, 2024, as well as $555 million of borrowing capacity available with the Federal Reserve Bank and $105 million with two correspondent banks.

Northwest Bancshares, Inc. and Subsidiaries

Analysis of Loan Portfolio by Loan Sector (Unaudited)

Commercial real estate loans outstanding

The following table provides the various loan sectors in our commercial real estate portfolio at December 31, 2024:


Property type	Percent of portfolio
Retail Building	13.4	%
5 or more unit dwelling	13.3
Commercial office building - non-owner occupied	10.5
Nursing Home	10.4
Manufacturing & industrial building	5.8
Warehouse/storage building	4.3
Commercial office building - owner occupied	4.2
Multi-use building - commercial, retail and residential	4.2
Residential acquisition & development - 1-4 family, townhouses and apartments	4.1
Multi-use building - office and warehouse	3.5
Other medical facility	2.9
Single family dwelling	2.4
Student housing	2.4
Hotel/motel	2.3
Agricultural real estate	2.2
Commercial acquisition and development	2.0
All other	12.1
Total	100.0	%

The following table describes the collateral of our commercial real estate portfolio by state at December 31, 2024:


State	Percent of portfolio
New York	34.4	%
Pennsylvania	29.6
Ohio	18.7
Indiana	8.3
All other	9.0
Total	100.0	%

Northwest Bancshares, Inc. and Subsidiaries

Asset Quality (Unaudited)

(dollars in thousands)


	December 31, 2024			September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
Nonaccrual loans current:
Residential mortgage loans	$	487		1,585		1,563		1,351		959
Home equity loans	681			1,239		1,088		974		871
Consumer loans	991			1,229		1,268		1,295		1,051
Commercial real estate loans	28,571			36,735		66,181		66,895		64,603
Commercial loans	1,468			1,922		788		934		1,182
Total nonaccrual loans current	$	32,198		42,710		70,888		71,449		68,666
Nonaccrual loans delinquent 30 days to 59 days:
Residential mortgage loans	$	644		37		100		1,454		933
Home equity loans	132			157		260		125		174
Consumer loans	342			227		305		294		225
Commercial real estate loans	420			362		699		574		51
Commercial loans	283			444		183		161		139
Total nonaccrual loans delinquent 30 days to 59 days	$	1,821		1,227		1,547		2,608		1,522
Nonaccrual loans delinquent 60 days to 89 days:
Residential mortgage loans	$	889		549		578		—		511
Home equity loans	269			87		234		488		347
Consumer loans	306			484		603		381		557
Commercial real estate loans	274			207		2,243		52		831
Commercial loans	115			48		8,088		201		56
Total nonaccrual loans delinquent 60 days to 89 days	$	1,853		1,375		11,746		1,122		2,302
Nonaccrual loans delinquent 90 days or more:
Residential mortgage loans	$	4,931		5,370		4,162		4,304		6,324
Home equity loans	2,250			2,558		2,473		2,822		3,100
Consumer loans	3,389			3,265		2,433		2,659		3,212
Commercial real estate loans	7,702			6,167		5,849		6,931		6,488
Commercial loans	7,257			14,156		3,061		3,165		2,770
Total nonaccrual loans delinquent 90 days or more	$	25,529		31,516		17,978		19,881		21,894
Total nonaccrual loans	$	61,401		76,828		102,159		95,060		94,384
Total nonaccrual loans	$	61,401		76,828		102,159		95,060		94,384
Loans 90 days past due and still accruing	656			1,045		2,511		2,452		2,698
Nonperforming loans	62,057			77,873		104,670		97,512		97,082
Real estate owned, net	35			76		74		50		104
Other nonperforming assets (1)	16,102			—		—		—		—
Nonperforming assets	$	78,194		77,949		104,744		97,562		97,186




Nonperforming loans to total loans	0.56		%	0.69	%	0.92	%	0.85	%	0.85	%
Nonperforming assets to total assets	0.54		%	0.54	%	0.73	%	0.67	%	0.67	%
Allowance for credit losses to total loans	1.04		%	1.11	%	1.10	%	1.09	%	1.10	%

Allowance for credit losses to nonperforming loans	188.24		%	161.56	%	119.49	%	128.08	%	129.01	%

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

1 Northwest Bancshares, Inc. and Subsidiaries

Loans by Credit Quality Indicators (Unaudited)

(dollars in thousands)


At December 31, 2024	Pass		Special mention *	Substandard **	Doubtful	Loss	Loans receivable
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
At December 31, 2023
Personal Banking:
Residential mortgage loans	$	3,405,078	—	14,339	—	—	3,419,417
Home equity loans	1,223,097		—	4,761	—	—	1,227,858
Consumer loans	2,120,216		—	5,811	—	—	2,126,027
Total Personal Banking	6,748,391		—	24,911	—	—	6,773,302
Commercial Banking:
Commercial real estate loans	2,670,510		124,116	179,384	—	—	2,974,010
Commercial loans	1,637,879		6,678	14,172	—	—	1,658,729
Total Commercial Banking	4,308,389		130,794	193,556	—	—	4,632,739
Total loans	$	11,056,780	130,794	218,467	—	—	11,406,041

* Includes $2.7 million, $2.9 million, $2.5 million, $2.4 million, and $7.8 million of acquired loans at December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024, and December 31, 2023, respectively.

** Includes $19.8 million, $26.0 million, $24.3 million, $27.2 million, and $20.3 million of acquired loans at December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024, and December 31, 2023, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Loan Delinquency (Unaudited)

(dollars in thousands)


	December 31, 2024			*		September 30, 2024			*		June 30, 2024			*		March 31, 2024			*		December 31, 2023			*
(Number of loans and dollar amount of loans)
Loans delinquent 30 days to 59 days:
Residential mortgage loans	276	$	28,690	0.9	%	16	$	685	—	%	12	$	616	—	%	351	$	38,502	1.1	%	307	$	30,041	0.9	%
Home equity loans	147	5,365		0.5	%	112	3,907		0.3	%	104	3,771		0.3	%	113	4,608		0.4	%	121	5,761		0.5	%

Consumer loans	836	11,102		0.6	%	801	10,777		0.5	%	742	10,372		0.5	%	737	9,911		0.5	%	896	11,211		0.5	%
Commercial real estate loans	32	5,215		0.2	%	21	5,919		0.2	%	21	4,310		0.1	%	25	6,396		0.2	%	23	3,204		0.1	%
Commercial loans	121	5,632		0.3	%	34	3,260		0.2	%	59	4,366		0.3	%	62	3,091		0.2	%	59	4,196		0.3	%
Total loans delinquent 30 days to 59 days	1,412	$	56,004	0.5	%	984	$	24,548	0.2	%	938	$	23,435	0.2	%	1,288	$	62,508	0.5	%	1,406	$	54,413	0.5	%

Loans delinquent 60 days to 89 days:
Residential mortgage loans	80	$	10,112	0.3	%	75	$	9,027	0.3	%	70	$	8,223	0.2	%	3	$	70	—	%	69	$	7,796	0.2	%
Home equity loans	26	1,434		0.1	%	27	882		0.1	%	35	1,065		0.1	%	26	761		0.1	%	37	982		0.1	%

Consumer loans	293	3,640		0.2	%	296	3,600		0.2	%	295	3,198		0.2	%	231	2,545		0.1	%	322	3,754		0.2	%
Commercial real estate loans	8	915		—	%	11	7,643		0.3	%	9	3,155		0.1	%	5	807		—	%	9	1,031		—	%
Commercial loans	48	1,726		0.1	%	19	753		—	%	22	8,732		0.5	%	27	1,284		0.1	%	16	703		—	%
Total loans delinquent 60 days to 89 days	455	$	17,827	0.2	%	428	$	21,905	0.2	%	431	$	24,373	0.2	%	292	$	5,467	—	%	453	$	14,266	0.1	%

Loans delinquent 90 days or more: **
Residential mortgage loans	56	$	4,931	0.2	%	52	$	5,370	0.2	%	53	$	5,553	0.2	%	50	$	5,813	0.2	%	70	$	7,995	0.2	%
Home equity loans	66	2,250		0.2	%	67	2,558		0.2	%	51	2,506		0.2	%	71	2,823		0.2	%	81	3,126		0.3	%

Consumer loans	378	3,967		0.2	%	402	3,983		0.2	%	358	3,012		0.1	%	398	3,345		0.2	%	440	3,978		0.2	%
Commercial real estate loans	27	7,702		0.3	%	13	6,167		0.2	%	19	6,034		0.2	%	22	6,931		0.2	%	27	6,712		0.2	%
Commercial loans	73	7,335		0.4	%	85	14,484		0.8	%	72	3,385		0.2	%	62	3,421		0.2	%	53	2,780		0.2	%
Total loans delinquent 90 days or more	600	$	26,185	0.2	%	619	$	32,562	0.3	%	553	$	20,490	0.2	%	603	$	22,333	0.2	%	671	$	24,591	0.2	%

Total loans delinquent	2,467	$	100,016	0.9	%	2,031	$	79,015	0.7	%	1,922	$	68,298	0.6	%	2,183	$	90,308	0.8	%	2,530	$	93,270	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, $0.1 million, $0.4 million, and $0.6 million at December 31, 2024, September 30, 2024, June 30, 2024, March 31, 2024, and December 31, 2023, respectively.

Northwest Bancshares, Inc. and Subsidiaries

Allowance for Credit Losses (Unaudited)

(dollars in thousands)


	Quarter ended
	December 31, 2024			September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
Beginning balance	$	125,813		125,070		124,897		125,243		124,841


Provision	15,549			5,727		2,169		4,234		3,801
Charge-offs residential mortgage	(176)			(255)		(252)		(162)		(266)
Charge-offs home equity	(197)			(890)		(237)		(412)		(133)

Charge-offs consumer	(4,044)			(3,560)		(2,561)		(4,573)		(3,860)
Charge-offs commercial real estate	(13,997)			(475)		(500)		(349)		(742)
Charge-offs commercial	(10,400)			(1,580)		(1,319)		(1,163)		(806)
Recoveries	4,271			1,776		2,873		2,079		2,408
Ending balance	$	116,819		125,813		125,070		124,897		125,243
Net charge-offs to average loans, annualized	0.87		%	0.18	%	0.07	%	0.16	%	0.12	%


	Year ended December 31,
	2024			2023
Beginning balance	$	125,243		118,036
ASU 2022-02 Adoption	—			426
Provision	27,679			18,664
Charge-offs residential mortgage	(845)			(1,189)
Charge-offs home equity	(1,736)			(852)
Charge-offs consumer	(14,738)			(12,451)
Charge-offs commercial real estate	(15,321)			(2,366)
Charge-offs commercial	(14,462)			(4,166)
Recoveries	10,999			9,141
Ending balance	$	116,819		125,243
Net charge-offs to average loans, annualized	0.32		%	0.11	%

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, 2024					September 30, 2024					June 30, 2024					March 31, 2024					December 31, 2023
	Average balance		Interest	Avg. yield/ cost		Average balance		Interest	Avg. yield/ cost		Average balance		Interest	Avg. yield/ cost		Average balance		Interest	Avg. yield/ cost		Average balance		Interest	Avg. yield/ cost
Assets:
Interest-earning assets:
Residential mortgage loans	$	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	%	$	3,442,308	32,739	3.80	%
Home equity loans	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	%	1,238,420		17,590	5.64	%
Consumer loans	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	%	2,055,783		24,667	4.76	%
Commercial real estate loans	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	%	2,950,589		43,337	5.75	%
Commercial loans	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	%	1,564,617		28,801	7.20	%
Total loans receivable (a) (b) (d)	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	%	11,251,717		147,134	5.19	%
Mortgage-backed securities (c)	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	%	1,741,687		7,951	1.83	%
Investment securities (c) (d)	264,840		1,575	2.38	%	263,127		1,504	2.29	%	287,262		1,316	1.83	%	333,752		1,430	1.71	%	335,121		1,425	1.70	%
FHLB stock, at cost	21,237		392	7.35	%	20,849		394	7.51	%	25,544		498	7.84	%	32,249		607	7.57	%	35,082		665	7.52	%
Other interest-earning deposits	132,273		1,554	4.60	%	173,770		2,312	5.29	%	135,520		1,791	5.23	%	61,666		832	5.34	%	71,987		970	5.27	%
Total interest-earning assets	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	%	13,435,594		158,145	4.67	%
Noninterest-earning assets (e)	930,582					934,593					907,432					918,331					893,426
Total assets	$	14,322,864				$	14,351,669				$	14,458,592				$	14,408,612				$	14,329,020
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Savings deposits (g)	$	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	%	$	2,102,320	4,045	0.76	%
Interest-bearing demand deposits (g)	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	%	2,573,634		4,921	0.76	%
Money market deposit accounts (g)	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	%	1,997,116		7,446	1.48	%
Time deposits (g)	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	%	2,447,335		24,187	3.92	%
Borrowed funds (f)	222,506		2,246	4.02	%	220,677		2,266	4.09	%	323,191		3,662	4.56	%	469,697		5,708	4.89	%	548,089		6,826	4.94	%
Subordinated debt	114,488		1,148	4.01	%	114,396		1,148	4.01	%	114,308		1,148	4.02	%	114,225		1,148	4.02	%	114,134		1,148	4.02	%
Junior subordinated debentures	129,791		2,277	6.87	%	129,727		2,467	7.56	%	129,663		2,449	7.47	%	129,597		2,459	7.51	%	129,532		2,512	7.59	%
Total interest-bearing liabilities	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	%	9,912,160		51,085	2.04	%
Noninterest-bearing demand deposits (g)	2,587,071					2,579,775					2,595,511					2,567,781					2,675,788
Noninterest-bearing liabilities	238,434					217,161					263,634					257,269					234,177
Total liabilities	12,733,636					12,778,772					12,917,158					12,858,742					12,822,125
Shareholders’ equity	1,589,228					1,572,897					1,541,434					1,549,870					1,506,895
Total liabilities and shareholders’ equity	$	14,322,864				$	14,351,669				$	14,458,592				$	14,408,612				$	14,329,020
Net interest income/Interest rate spread FTE			115,048	2.83	%			112,216	2.72	%			107,724	2.58	%			104,095	2.52	%			107,060	2.63	%
Net interest-earning assets/Net interest margin FTE	$	3,484,151		3.42	%	$	3,435,240		3.33	%	$	3,493,147		3.20	%	$	3,456,589		3.10	%	$	3,523,434		3.16	%
Tax equivalent adjustment (d)			851					914					883					857					758
Net interest income, GAAP basis			114,197					111,302					106,841					103,238					106,302
Ratio of interest-earning assets to interest-bearing liabilities	1.35X					1.34X					1.35X					1.34X					1.36X

(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.

(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 1.68%, 1.78%, 1.76%, 1.61%, and 1.37%, respectively, and average cost of Interest-bearing deposits were 2.14%, 2.27%, 2.24%, 2.06%, and 1.77%, 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,
	2024					2023
	Average balance		Interest	Avg. yield/ cost (h)		Average balance		Interest	Avg. yield/ cost (h)
Assets
Interest-earning assets:
Residential mortgage loans	$	3,308,977	127,499	3.85	%	$	3,474,336	129,828	3.74	%
Home equity loans	1,177,431		68,694	5.83	%	1,264,941		68,058	5.38	%
Consumer loans	1,988,806		103,694	5.21	%	2,103,602		91,645	4.36	%

Commercial real estate loans	3,000,431		183,491	6.02	%	2,881,005		160,352	5.49	%
Commercial loans	1,809,574		135,326	7.36	%	1,376,234		96,253	6.90	%
Loans receivable (a) (b) (d)	11,285,219		618,704	5.48	%	11,100,118		546,136	4.92	%
Mortgage-backed securities (c)	1,739,141		39,793	2.29	%	1,822,375		32,886	1.80	%
Investment securities (c) (d)	287,118		5,825	2.03	%	357,436		6,312	1.77	%
FHLB stock, at cost	24,948		1,891	7.58	%	39,467		2,868	7.27	%
Other interest-earning deposits	126,097		6,489	5.15	%	55,998		2,901	5.11	%
Total interest-earning assets	13,462,523		672,702	5.00	%	13,375,349		591,103	4.42	%
Noninterest-earning assets (e)	922,648					894,415

Total assets	$	14,385,171				$	14,269,809

Liabilities and shareholders’ equity
Interest-bearing liabilities:
Savings deposits (g)	$	2,142,852	24,222	1.13	%	$	2,148,127	8,822	0.41	%
Interest-bearing demand deposits (g)	2,574,810		27,394	1.06	%	2,556,281		11,606	0.45	%
Money market deposit accounts (g)	1,966,732		34,564	1.76	%	2,183,583		24,734	1.13	%
Time deposits (g)	2,758,157		119,313	4.33	%	1,913,372		60,181	3.15	%
Borrowed funds (f)	308,540		13,882	4.50	%	691,636		32,903	4.76	%
Subordinated debt	114,355		4,592	4.02	%	114,002		4,592	4.03	%
Junior subordinated debentures	129,695		9,652	7.32	%	129,434		9,401	7.14	%
Total interest-bearing liabilities	9,995,141		233,619	2.34	%	9,736,435		152,239	1.56	%
Noninterest-bearing demand deposits (g)	2,582,540					2,785,279
Noninterest-bearing liabilities	244,036					237,810

Total liabilities	12,821,717					12,759,524

Shareholders’ equity	1,563,454					1,510,285

Total liabilities and shareholders’ equity	$	14,385,171				$	14,269,809

Net interest income/Interest rate spread			439,083	2.66	%			438,864	2.86	%

Net interest-earning assets/Net interest margin	$	3,467,382		3.26	%	$	3,638,959		3.28	%

Tax equivalent adjustment (d)			3,505					3,181
Net interest income, GAAP basis			435,578					435,683

Ratio of interest-earning assets to interest-bearing liabilities	1.35X					1.37X

(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 1.71% and 0.91%, respectively and average cost of Interest-bearing deposits were 2.18% and 1.20%, respectively.

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

Forward-looking Statements and Additional Information The information contained in this presentation may contain 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 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 or government regulations or policies affecting financial institutions, including 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; adverse changes in the securities and credit markets; 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, 2023 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 $14.4B TOTAL DEPOSITS $12.1B TOTAL LOANS $11.3B FINANCIAL CENTERS 130 ROA 0.91% ROE 8.2% NIM(1) 3.42% Northwest Bancshares At-A-Glance Diluted EPS $0.26 For the quarter ended December 31, 2024 (1) Non-GAAP measure- see slides 17-18 for reconciliation

4Q 2024 Highlights: Balance Sheet Management Results in Solid Performance 4 Balance Sheet Net Interest Margin Noninterest Income Noninterest Expense Credit Quality • Loan growth muted with focus on re-mixing portfolio and profitable growth • Average commercial loans increased 6% QoQ and 24% YoY • Average deposits flat QoQ and up 2% YoY • Improved 9 bps QoQ due to lower cost of funds and stable asset yields • Total cost of funds decreased 12 bps as we have lowered rate offerings ahead of Fed rate cuts • Increase of $12 million QoQ and $11 million YoY • 4Q '24 includes a $5.9 million gain on sale of Visa B shares and $4.3 gain related to a low-income housing tax credit investment • 5% increase vs 3Q24 driven by increase in processing expense and merger/restructuring costs • Partially offset by decrease in personnel expenses • De-risking activities completed include sale of loans and transfer of certain loans to held-for-sale, driving a reduction in non-accrual and classified loans • Overall ALLL coverage of 1.04% and $15.5 million provision expense for loan losses

11,224 (71) (12) (38) (11) 113 11,205 3Q24 Residential Home Equity Consumer CRE Commercial 4Q24 10,700 10,800 10,900 11,000 11,100 11,200 11,300 11,400 11,500 6.74 6.63 6.57 6.41 6.29 4.52 4.71 4.79 4.81 4.92 5.19% 5.33% 5.47% 5.57% 5.56% 4.30% 4.80% 5.30% 5.80% 6.30% - 2.00 4.00 6.00 8.00 10.00 12.00 4Q23 1Q24 2Q24 3Q24 4Q24 Personal Banking Loans Business Banking Loans Loan Yield Loan Balances 5 4Q24 vs. 3Q24 4Q24 vs. 4Q23 Average balances ($ Millions) 4Q24 Change $ Change % Change $ Change % Residential mortgage 3,216 -71 -2.2% -227 -6.6% Home equity 1,154 -12 -1.1% -84 -6.8% Consumer 1,918 -38 -1.9% -137 -6.7% Commercial real estate 2,984 -11 -0.4% 33 1.1% Commercial 1,932 113 6.2% 368 23.5% Total Loans 11,205 -19 -0.2% -47 -0.4% Change in Loan Mix • Average loans flat QoQ, portfolio mix continued to become more commercially weighted • Company focused on profitable growth to drive margin expansion • Average commercial loans increased $113 million compared to 3Q24, or 6.2% despite some significant payoffs • Commercial growth funded through declines in residential mortgage and consumer portfolios, down 2.2% and 1.9% Summary Comments Loan Mix Change Loans declined $19MM, or -0.2% +6% $ m illi on s $ bi llio ns Combined Loan Average Balances

7,352 7,229 7,296 7,299 7,376 4,444 4,659 4,791 4,798 4,652 11,796 11,888 12,086 12,097 12,028 1.37% 1.61% 1.76% 1.78% 1.68% -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 4Q23 1Q24 2Q24 3Q24 4Q24 Demand and Savings Time and Money Market Cost of Deposits 12,097 7 69 14 1 (159) 12,028 3Q24 Demand Int-bearing demand Money Market Savings Time 4Q24 11,600 11,700 11,800 11,900 12,000 12,100 12,200 12,300 12,400 Deposit Balances 6 4Q24 vs. 3Q24 4Q24 vs. 4Q23 Average balances ($ Millions) 4Q24 Change $ Change % Change $ Change % Demand 2,587 7 0.3% -89 -3.3% Interest-bearing Demand 2,636 69 2.7% 63 2.4% Money Market 1,981 14 0.7% -16 -0.8% Savings 2,153 1 0.0% 51 2.4% Time 2,671 -159 -5.6% 224 9.2% Total Deposits 12,028 -68 -0.6% 232 2.0% Change in Deposit Mix Deposit Growth and Cost of Deposits • Deposit balances remained strong as average total deposits were stable QoQ and grew 2% versus 4Q23 • Customer (non-brokered) average deposits declined $28 million QoQ, while brokered deposits decreased $132 million QoQ • The pace of volumes into higher-cost CDs and high-yield savings products continues to slow • Cost of deposits decreased 10 bps QoQ as impacts of Fed rate cuts flowed through Summary Comments Deposit Mix Change $ m illi on s $ m illi on s

333 (1) 1 9 342 0 3Q24 Loans Investments Borrowings Deposits 4Q24 300 305 310 315 320 325 330 335 340 345 350 9,120 9,320 9,491 9,517 9,441 792 714 567 465 467 2.04% 2.28% 2.40% 2.39% 2.27% 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 4Q23 1Q24 2Q24 3Q24 4Q24 Interest Bearing Deposits Borrowings Cost of Funds % 107.1 104.1 107.7 112.2 115.0 3.16 3.10 3.20 3.33 3.42 2.95 3.05 3.15 3.25 3.35 3.45 3.55 3.65 3.75 98.0 100.0 102.0 104.0 106.0 108.0 110.0 112.0 114.0 116.0 4Q23 1Q24 2Q24 3Q24 4Q24 Net Intererst Income NIM% Net Interest Income (FTE) and NIM Trends $ m illi on s Net Interest Margin 7 • Net interest income increased 3% with NIM expanding to 3.42% from 3.33% in the previous quarter, inclusive of 6 bps benefit due to a non-accrual loan payoff in 4Q • Security Portfolio yields continue to increase as we continue to reinvest cash flow at higher yields than the current portfolio • Loan yields only decreased 1 bps despite Fed cuts • Total cost of funds decreased 12 bps as we have proactively lowered rate offerings ahead of Fed rate cuts $ m illi on s Summary Comments B ps Drivers of Net Interest Margin (FTE) Change $112 ($1) $0 $1 $3 $115 Net FTE Interest Income ($MM) Cost of Funds

Earning Asset & Funding Mix 8 Funding MixEarning Asset Mix Ending balances ($ Millions) 4Q24 Total % Fixed % Floating % Periodic % Securities 1,860 14% 96% 0% 4% Residential mortgage 3,178 24% 97% 2% 1% Home equity 1,149 9% 63% 37% 0% Consumer 1,995 15% 97% 3% 0% Commercial real estate 2,850 22% 24% 47% 29% Commercial 2,007 15% 28% 69% 3% Total 13,040 100% 67% 25% 8% Ending balances ($ Millions) 4Q24 Total % < 1 Year * > 1 Year * Demand 2,621 21% 100% 0% Interest-bearing Demand 2,667 22% 100% 0% Money Market 2,008 16% 100% 0% Savings 2,171 17% 99% 1% Time 2,678 22% 95% 5% Borrowings 476 2% 63% 37% Total 12,621 100% 97% 3% • Growth in Commercial Loans is gradually increasing 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 over 650K 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

2,015 (1) - - 4 11 2,029 3Q24 Treasury Municipal Corporate Agency CMO Agency MBS 4Q24 1,950 1,960 1,970 1,980 1,990 2,000 2,010 2,020 2,030 2,040 2,050 HTM, 37% AFS, 63% Municipal, 4% Treasury/Agency, 8% Corporate, 1% Agency MBS, 18% Agency CMO, 69% Securities Portfolio 9 • Securities Portfolio yield continues to increase as we reinvest cash flow at higher yields than the runoff portfolio • Securities Portfolio yield increased 3 bps to 2.58% in the quarter • Portfolio effective duration is 5.4 years • 37% of portfolio is HTM to protect capital Summary Comments 2.58% 2.55% Securities Book Yield Securities Portfolio QoQ change Securities Portfolio $ m illi on s Amortized Cost Securities Classification

29.17 27.96 (8.85) 27.83 40.06 29.17 27.96 30.56 27.83 40.06 (15.00) (5.00) 5.00 15.00 25.00 35.00 45.00 4Q23 1Q24 2Q24 3Q24 4Q24 Total Non-interest Income Total Non-intereince income - adjusted* Noninterest Income 10 • Noninterest income increased $12.2MM QoQ, driven by an increase in other operating income that included a $5.9MM gain on sale of Visa B shares and a $4.3MM gain related to a low-income housing tax credit (LIHTC) investment. • Noninterest income increased $11MM YoY, driven by continued growth in Trust income, higher gains on sale of SBA loans and BOLI income, partially offset by lower gains on sale of REO properties and a prior-year gain on sale of non-SBA loans Summary Comments Noninterest Income Trend $ m illi on s $ in thousands 4Q24 vs. 3Q24 4Q24 vs. 4Q23 Non-interest Income 4Q24 Change $ Change % Change $ Change % Service charges and fees 15,975 43 0.3% 53 0.3% Trust and other financial services 7,485 -439 -5.5% 601 8.7% Other operating income 13,299 12,272 1194.9% 10,834 439.5% Gain on sale SBA loans 822 155 23.2% 434 111.9% Bank-owned life insurance 2,020 586 40.9% 566 38.9% Mortgage banking income 224 -520 -69.9% -23 -9.3% Gain on real estate owned, net 238 133 126.7% -846 -78.0% Gain / (Loss) on Sale Loans 0 0 NA -726 -100% Gain / (Loss) on Sale Investments 0 0 NA 1 -100% Total Non-interest Income 40,063 12,230 43.9% 10,894 37.3% * Excludes Gain / (Loss) on Sale MSR and Gain / (Loss) on Sale Investments

50.2 51.5 53.5 56.2 53.2 38.1 37.5 37.0 34.5 39.3 2.4 1.0 1.9 0.0 2.9 90.7 90.0 92.4 90.8 95.3 64.7% 67.4% 65.4% 64.8% 59.6% 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 4Q23 1Q24 2Q24 3Q24 4Q24 Personnel Non-personnel Restructuring Efficiency Ratio Noninterest Expense 11 • Excluding merger and restructuring expenses, noninterest expense increased 2% QoQ and 5% YoY • Compensation and benefits decrease vs 3Q24, attributed to lower contract employee and benefits expense. YoY increase due to build-out of Commercial Business and related support functions. • Processing and other expenses were higher QoQ and YoY due to continued technology investments and the timing of charitable contributions 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 4Q24 vs. 3Q24 4Q24 vs 4Q23 Non-interest Expense 4Q24 Change $ Change % Change $ Change % Compensation and employee benefits 53,198 -2,988 -5.3% 3,004 6.0% Processing expenses 15,361 791 5.4% 344 2.3% Premises and occupancy costs 7,263 148 2.1% 214 3.0% Office operations 3,036 225 8.0% -711 -19.0% Professional services 3,788 486 14.7% -2,467 -39.4% Federal deposit insurance premiums 2,949 186 6.7% 306 11.6% Marketing expenses 2,327 323 16.1% 1,010 76.7% Merger, asset disposition and restructuring expense 2,850 2,807 6527.9% 496 21.1% Other 4,554 2,581 130.8% 2,454 116.9% Total Non-interest Expense 95,326 4,559 5.0% 4,650 5.1% 4Q23 1Q24 2Q24 3Q24 4Q24 Efficiency Ratio 66.9% 68.6% 94.3% 65.2% 61.8% Efficiency Ratio* 64.7% 67.4% 65.4% 64.8% 59.6%

3.8 4.2 2.2 5.7 15.5 0.87% 0.12% 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 4Q23 1Q24 2Q24 3Q24 4Q24 Provision for Credit Losses - Loans Net Charge-offs to Average Loans *Adj. for Net Charge-offs (Sold Loans) 125.8 (9.8) (14.7) 15.5 116.8 3Q24 Net Charge-offs *Net Charge-offs (Sold Loans) Provisions 4Q24 Allowance for Credit Losses 12 $ m illi on s • Overall ALLL coverage remains strong, decreasing to 1.04% due to the reduction in our criticized and classified loan portfolio • Net charge-offs of 87 bps increased vs 3Q24 due to charge-offs taken on the transfer of loans to held-for-sale. Adjusted net charge-offs were 0.35%, which were elevated from the prior quarter due to one larger commercial relationship charge-off. • $15.5 million provision expense for loan losses based on CECL modeling and the write-downs of loans sold and transferred to held-for-sale Summary Comments Allowance Quarter-over-Quarter Change Total Loans and Allowance $ m illi on s Net Charge-offs and Provision $ m illi on s 1.04% 1.11% Allowance to Loans 11,415 11,501 11,354 11,305 11,256 1.10% 1.09% 1.10% 1.11% 1.04% 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 4Q23 1Q24 2Q24 3Q24 4Q24 Loan Balances Allowance to Loans *Net Charge-offs (Sold Loans) = Write-downs from transfer to held-for sale

97 98 105 78 78 0.67% 0.67% 0.73% 0.54% 0.54% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 0 20 40 60 80 100 120 4Q23 1Q24 2Q24 3Q24 4Q24 Nonperformaing Assets Percent of Total Assets 218.5 228.8 256.8 319.9 272.3 1.91% 1.99% 2.26% 2.83% 2.44% 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 4Q23 1Q24 2Q24 3Q24 4Q24 Classified Loans Classified Loans to Total Loans Credit Quality 13 $ m illi on s Summary Comments Non-Performing Assets 30 Day Loan Delinquency $ m illi on s Classified Loans $ m illi on s 93.3 90.3 68.3 79.0 100.0 0.79% 0.76% 0.59% 0.70% 0.90% -0.10% 0.40% 0.90% 1.40% 1.90% - 20.0 40.0 60.0 80.0 100.0 120.0 4Q23 1Q24 2Q24 3Q24 4Q24 Delinquent Loans Delinquency Percentage • Disciplined underwriting focus has resulted in credit risk metrics remaining steady and below pre-pandemic as well as national levels • 4Q24 decrease in classified loans was primarily driven by a 4Q sale of certain classified loans ($15 million) and transfer of certain loans (primarily long term healthcare) to held for sale ($50 million). • Non-performing loans decreased $15.7 million, from 0.69% to 0.56% of loans

Commercial/CRE Loan Distribution 14 • 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 15 • Maturity and interest rate rollover risk is not significant Classified Loan by Collateral Type Commercial Commitments By IndustrySummary Comments Real Estate and Rental and Leasing 34.5% Manufacturing 11.2% Health Care and Social Assistance 9.3% Construction 5.2% Retail Trade 5.1% All Others ~15 other industries 34.8% $6.4B 48% of Total Loan Commitments Other Non RE Collateral 16% Nursing Home 15% Commercial Office Building 12% 5 or More Unit Dwelling 9% Retail Building 7% Multi-Use Bldg (comm/retl & residential) 6% All Others ~20 other property types 35% $272MM 2% of Total Loan Outstandings

Retail Building, 13.4% 5 or More Unit Dwelling, 13.3% Nursing Home, 10.4% Commercial Office Building - NOO, 10.5% Manufacturing & Industrial Building, 5.8% All Others ~30 other property types, 46.6% Commercial Real Estate Concentration 15 Nursing Home Quarterly Change • Outstandings reduced 16% or $59MM, from $362MM to $303MM • Classified outstandings reduced from 22% to 14% • .WARR of portfolio improved from 4.45 to 4.23 • Reimbursement rates from Medicare/Medicaid are finally catching up with inflation • Market appetite exists from an M&A perspective providing exit options Regulatory CRE Concentration 160% of T1+ACL Est. Top 5 Geographic Commercial Office Concentrations CBSA Commitment Buffalo NY $135,769,292 Harrisburg PA $40,035,400 Rochester NY $36,729,716 New York NY $28,482,698 Pittsburgh PA $25,769,247 Total $266,786,352 $2.9B 26% of Total Loan Outstandings

2025 Outlook 16 Net Interest Income: Increasing 1-3% YoY Net Interest Margin: Maintaining current levels between 3.30-3.40% Noninterest Income: Growing to $124-129MM 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 17*Dollars in thousands, except per share amounts

Non-GAAP Reconciliation – Continued 18 *Dollars in thousands

Cover Page Document	Jan. 24, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 24, 2025
Entity Registrant Name	Northwest Bancshares, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34582
Entity Tax Identification Number	27-0950358
Entity Address, Address Line One	3 Easton Oval Suite 500
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43219
City Area Code	814
Local Phone Number	726-2140
Title of 12(b) Security	Common Stock, 0.01 Par Value
Trading Symbol	NWBI
Security Exchange Name	NASDAQ
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001471265
Amendment Flag	false

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