Every material Form 8-K Northwest Bancshares has filed with the SEC since June 18, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Northwest Bancshares furnished an investor presentation under Item 7.01 for its participation in the 2026 Hovde Financial Services Conference on November 5, 2026. The deck, dated November 4, 2026, reports third-quarter 2026 revenue of $184.9 million, which the company describes as a record quarter, and diluted EPS of $0.34 (adjusted EPS $0.35).
Conference participation: 2026 Hovde Financial Services Conference on Thursday, November 5, 2026; presentation dated November 4, 2026 (Exhibit 99.1)
3Q26 revenue of $184.9 million, up 9.9% year over year and 2.0% quarter over quarter; net interest income of $149.0 million, up 9.5% year over year
3Q26 diluted EPS of $0.34 and adjusted diluted EPS of $0.35; total loans of $13.3 billion and total deposits of $14.3 billion as of September 30, 2026
Northwest Bancshares reported third quarter 2026 net income of $51 million, or $0.34 per diluted share, up from $3 million a year earlier but down from $54 million in the second quarter. The company cited record total revenue and net interest income, while expenses and provisions rose from the prior quarter. The board also declared a $0.20 quarterly dividend.
Net income $51 million ($0.34 diluted EPS) vs. $3 million ($0.02) in Q3 2025 and $54 million ($0.36) in Q2 2026
Noninterest expense rose $5 million from Q2 2026, driven by FDIC premiums; annualized return on equity was 10.42% vs. 11.20% in Q2
Quarterly cash dividend of $0.20 per share payable November 17, 2026, to holders of record November 5, 2026
Northwest Bancshares reported record second-quarter 2026 GAAP net income of $54 million, or $0.36 per diluted share, up from $34 million, or $0.26, a year earlier and $51 million, or $0.34, in the first quarter of 2026. Growth was supported by higher net interest income and a net interest margin of 3.75%, with the Penns Woods acquisition cited as a key driver of higher loans, deposits and expenses. The board also declared a quarterly cash dividend of $0.20 per share.
GAAP net income of $54 million, or $0.36 per diluted share, versus $34 million, or $0.26, in Q2 2025; adjusted diluted EPS (non-GAAP) was $0.37.
Net interest margin rose to 3.75% from 3.56% a year earlier; net interest income was $147 million, up 23.0% year over year.
Classified loans were $524 million, or 3.96% of total loans, at June 30, 2026, compared with $498 million at March 31, 2026.
Quarterly cash dividend of $0.20 per share, payable August 18, 2026 to holders of record on August 6, 2026.
Northwest Bancshares' Compensation Committee and Board approved a new restricted stock unit award of 125,298 units to CEO Lou Torchio on July 22, 2026, effective on or about July 31, 2026. The company says the award replaces a 2024 grant that was partly rescinded after it exceeded the annual individual grant limit, and it reflects shares the committee expected to grant in March 2025 and March 2026 had the higher limit applied.
Award of 125,298 restricted stock units approved July 22, 2026; effective on or about July 31, 2026
Original award approved November 20, 2024, valued at $2,000,000 divided by the closing price on the grant date, granted December 20, 2024
Excess portion of the original award rescinded August 20, 2025, after it exceeded the $1,000,000 annual individual grant limit under the 2022 Plan
Shareholders approved the 2026 Equity Incentive Plan on May 20, 2026, raising the individual annual grant limit to $5,000,000
At its May 20, 2026 annual meeting, Northwest Bancshares shareholders approved the 2026 Equity Incentive Plan and the Discounted Stock Purchase Plan, and re-elected directors Charles E. Kranich, II, Amber L. Williams and Louis J. Torchio. Shareholders also ratified KPMG LLP as the auditor for 2026 and approved the advisory executive compensation proposal. The filing describes the routine outcome of the annual meeting votes.
Equity Incentive Plan approved with 92,456,593 for and 4,152,782 against
Discounted Stock Purchase Plan approved with 93,563,437 for and 3,061,203 against
Directors elected: Kranich 95,639,086 for; Williams 91,039,368 for; Torchio 94,154,722 for
KPMG LLP ratified as independent auditor for year ending December 31, 2026 with 114,141,735 for
Northwest Bancshares reported first quarter 2026 net income of $51 million, or $0.34 per diluted share, up $5 million from the prior quarter and up $7 million from a year earlier, when diluted EPS was also $0.34. The board also approved a share repurchase program of up to $50 million over 24 months and declared a $0.20 quarterly dividend.
Q1 2026 GAAP net income of $51 million, or $0.34 per diluted share; adjusted diluted EPS of $0.35 versus $0.33 in Q4 2025
Net interest margin of 3.70%, compared with 3.87% in Q1 2025
New share repurchase program of up to $50 million over 24 months, replacing the program approved December 13, 2012
Quarterly dividend of $0.20 per share, payable May 20, 2026 to shareholders of record May 7, 2026
Northwest Bancshares reported fourth quarter 2025 net income of $46 million, or $0.31 per diluted share, up from $33 million, or $0.26, a year earlier and from $3 million in the third quarter. Record quarterly total revenue of $180 million rose 17% from a year earlier, and the Board declared a $0.20 quarterly dividend. The results include a full quarter of the Penns Woods Bancorp acquisition, which closed in late July 2025.
Q4 2025 net income of $46 million, or $0.31 per diluted share, vs. $33 million, or $0.26, in Q4 2024
Adjusted net income (non-GAAP) of $49 million, or $0.33 per diluted share
Net interest margin of 3.69%, up from 3.42% a year earlier; record quarterly total revenue of $180 million
Quarterly cash dividend of $0.20 per share, payable February 18, 2026 to holders of record as of February 5, 2026
Northwest Bancshares reported third quarter 2025 GAAP net income of $3 million, or $0.02 per diluted share, down from $34 million, or $0.26, in both the prior quarter and the year-earlier quarter. The decline reflects $31 million of merger, asset disposition and restructuring expense tied to the Penns Woods Bancorp acquisition, which closed on July 25, 2025, while total revenue reached a record $168 million, up 21% year over year. The company also declared a $0.20 quarterly dividend.
Q3 2025 GAAP net income of $3 million, or $0.02 per diluted share, versus $34 million, or $0.26, in Q2 2025 and Q3 2024
Adjusted net income (non-GAAP) of $41 million, or $0.29 per diluted share, up from $38 million, or $0.30, in Q2 2025
Record total revenue of $168 million, up 21% year over year; net interest margin of 3.65%
Quarterly cash dividend of $0.20 per share, payable November 18, 2025, to shareholders of record as of November 6, 2025
Northwest Bancshares reported second quarter 2025 net income of $34 million, or $0.26 per diluted share, up from $5 million a year earlier but down from $43 million, or $0.34 per share, in the first quarter. Net interest income fell 6.6% from the prior quarter, while the company also declared a $0.20 quarterly dividend, its 123rd consecutive quarterly cash dividend.
Net income of $34 million ($0.26 per diluted share) vs. $43 million ($0.34) in Q1 2025 and $5 million ($0.04) in Q2 2024
Adjusted net income (non-GAAP) of $38 million ($0.30 per diluted share), vs. $44 million ($0.35) in Q1 2025
Net interest margin of 3.56%, down from 3.87% in Q1 2025 and up from 3.20% a year earlier
Classified loans rose to $518 million, or 4.57% of total loans, at June 30, 2025, from $279 million at March 31, 2025; quarterly dividend of $0.20 per share payable August 19, 2025
Northwest Bancshares (NWBI) completed its merger with Penns Woods Bancorp effective July 25, 2025, with Penns Woods shareholders receiving 2.385 Northwest common shares for each Penns Woods share. The deal adds 21 branch locations in North Central and Northeastern Pennsylvania, bringing Northwest to 151 financial centers across Pennsylvania, New York, Ohio, and Indiana. Penns Woods CEO Richard Grafmyre joined the Northwest and Northwest Bank boards.
Merger completed effective July 25, 2025; Merger Agreement dated December 16, 2024
Each Penns Woods common share converted into 2.385 shares of Northwest common stock, with cash paid for fractional shares
Penns Woods' Luzerne Bank and Jersey Shore State Bank merged into Northwest Bank
Richard Grafmyre, former Penns Woods CEO, appointed to Northwest board; second quarter 2025 results scheduled for release after market close on July 29
Northwest Bancshares reported first-quarter 2025 net income of $43 million, or $0.34 per diluted share, up from $29 million, or $0.23, a year earlier and $33 million, or $0.26, in the fourth quarter of 2024. Results included a $13.1 million interest recovery on a non-accrual commercial loan payoff, and the company said all regulatory and shareholder approvals for its Penns Woods merger have been received.
Net income of $43 million, or $0.34 per diluted share, for the quarter ended March 31, 2025, versus $29 million, or $0.23, a year earlier
Net interest margin of 3.87%, up from 3.42% in the fourth quarter of 2024; the quarter included a $13.1 million interest recovery on a non-accrual commercial loan payoff
Board declared a quarterly cash dividend of $0.20 per share, payable May 20, 2025, to shareholders of record as of May 8, 2025
All regulatory and shareholder approvals received for the Penns Woods merger; financial close and systems conversion targeted for late July 2025
Northwest Bancshares reported fourth quarter 2024 net income of $33 million, or $0.26 per diluted share, up from $29 million, or $0.23, a year earlier but down $1 million from the prior quarter. Adjusted net income (non-GAAP) was $35 million, or $0.27 per diluted share, and the board declared a $0.20 quarterly dividend, the 121st consecutive quarterly cash dividend. The filing also furnishes the results and reaffirms the pending Penns Woods Bancorp merger, expected to close in the third quarter of 2025.
Q4 2024 net income $33 million ($0.26 diluted EPS), vs. $29 million ($0.23) in Q4 2023 and $34 million ($0.26) in Q3 2024
Net interest margin rose to 3.42% from 3.33% in Q3 2024 and 3.16% in Q4 2023; efficiency ratio improved to 61.8%
Provision for credit losses rose to $16.6 million from $4.9 million in Q3 2024, driven by elevated charge-offs tied to loan pool sales
Quarterly dividend of $0.20 per share payable February 14, 2025, to shareholders of record as of February 3, 2025
Northwest Bancshares, Inc. signed an Agreement and Plan of Merger with Penns Woods Bancorp, Inc. on December 16, 2024, under which Penns Woods will merge into Northwest. Penns Woods shareholders would receive 2.385 Northwest common shares for each Penns Woods share, and the merger is expected to close in the third quarter of 2025, subject to shareholder, regulatory and other closing conditions.
Exchange ratio: each Penns Woods common share converts into 2.385 Northwest common shares.
Expected closing: third quarter of 2025, pending shareholder approval and regulatory approvals, including the Federal Reserve Board.
Penns Woods director Richard A. Grafmyre to join Northwest's board at the Effective Time.
Penns Woods may owe Northwest a $10 million termination fee under specified circumstances.
Northwest Bancshares' Compensation Committee approved amended and restated employment agreements for CEO Louis Torchio and CFO Douglas Schosser on November 20, 2024, and approved a restricted stock unit award to Mr. Torchio valued at $2,000,000 on the grant date. The board also amended the bylaws to update annual meeting location, date and time and allow remote-only meetings. The changes affect executive pay and severance terms, while the bylaw change is administrative.
CEO Louis Torchio receives restricted stock units with a grant value of $2,000,000, vesting after a fourth anniversary of the grant date, to be granted on or before December 31, 2024
Amended executive agreements expand the noncompete to 12 months and clarify that a notice of non-renewal counts as Good Reason
Board adopted Amendment No. 1 to the Bylaws effective November 20, 2024, allowing annual meetings to be held partially or solely by remote communication
Northwest Bancshares reported third-quarter 2024 net income of $34 million, or $0.26 per diluted share, down from $39 million, or $0.31, a year earlier but up from $5 million, or $0.04, in the second quarter, which included a $39 million loss on sale of investments. The company said its net interest margin widened to 3.33% and declared a $0.20 quarterly dividend. Higher credit loss provisions and a rise in classified loans to $320 million are items shareholders may watch.
Q3 2024 net income $34 million, $0.26 diluted EPS, versus $39 million, $0.31 in Q3 2023 and $5 million, $0.04 in Q2 2024
Net interest margin rose to 3.33% from 3.23% a year earlier; net interest income was $111.3 million
Quarterly dividend of $0.20 per share, payable November 18, 2024, to holders of record as of November 8, 2024; 120th consecutive quarterly dividend
Provision for credit losses was $4.9 million; classified loans rose to $320 million, or 2.83% of total loans
Northwest Bancshares reported second quarter 2024 net income of $5 million, or $0.04 per diluted share, down from $33 million ($0.26) a year earlier and $29 million ($0.23) in the first quarter. The decline reflects a $39 million pre-tax loss on the sale of investment securities from a balance sheet repositioning; excluding that loss and $1 million of restructuring expense, adjusted net operating income was $35 million ($0.27 per diluted share), a non-GAAP measure. The board also declared a $0.20 quarterly dividend.
Net income was $5 million, or $0.04 per diluted share, versus $33 million ($0.26) in Q2 2023 and $29 million ($0.23) in Q1 2024.
A $39 million pre-tax loss ($28 million after tax) on the sale of $276 million of investment securities drove the decline; the company expects to earn back the loss over the next three years.
Adjusted net operating income was $35 million, or $0.27 per diluted share, a non-GAAP measure, compared with $34 million ($0.27) in Q2 2023.
Net interest margin rose to 3.20% from 3.10% in Q1 2024; the $0.20 dividend is payable August 14, 2024 to holders of record on August 2, 2024.
Northwest Bancshares said John J. Golding, Senior Executive Vice President and Chief Consumer Banking Officer, left the company effective June 17, 2024, and it will pay him approximately $1.6 million under his employment agreement. The bank named Urich Bowers, formerly Head of Consumer Products, Strategy and Innovation at PNC Financial Services Group, as its new Chief Consumer Banking and Strategy Officer to oversee its consumer banking business.
John J. Golding left the company effective June 17, 2024; payment of approximately $1.6 million is due under his April 7, 2020 Employment Agreement
Urich Bowers, with nearly 25 years of banking experience, was appointed Chief Consumer Banking and Strategy Officer, announced June 18, 2024
Bowers previously worked at PNC Financial Services Group, where he oversaw consumer households with more than $200 billion in deposits
The Consumer Bank division has approximately 1,100 employees and 131 financial centers across Pennsylvania, New York, Ohio and Indiana
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