Form 8-K

8-K — Northwest Bancshares, Inc.

Accession: 0001471265-26-000022

Filed: 2026-05-26

Period: 2026-05-20

CIK: 0001471265

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — nwbi-20260520.htm (Primary)

EX-10.3 (rsaagreement.htm)

EX-10.4 (rsuagreement.htm)

EX-10.5 (psuagreement.htm)

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8-K

8-K (Primary)

Filename: nwbi-20260520.htm · Sequence: 1

nwbi-20260520

0001471265false00014712652026-05-202026-05-20

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): May 20, 2026

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-34582 27-0950358

(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)

3 Easton Oval Suite 500 Columbus Ohio 43219

(Address of principal executive office) (Zip code)

(814) 726-2140

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common Stock, 0.01 Par Value NWBI NASDAQ Stock Market, LLC

Indicate by a check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2026, the shareholders of Northwest Bancshares, Inc. (the “Company”) approved the Northwest Bancshares, Inc. 2026 Equity Incentive Plan, which provides for the grant of stock-based and other incentive awards to officers, employees, directors and consultants of the Company. A description of the material terms of the plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026. A copy of the plan is being filed as Exhibit 10.1.

Additionally, the shareholders of the Company approved the Northwest Bancshares, Inc. Discounted Stock Purchase Plan, which provides the purchase of shares of our common stock at a discount from the then-current market price. A description of the material terms of the plan is contained in the Company's definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026. A copy of the plan is being filed as Exhibit 10.2.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders was held on May 20, 2026. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies and the proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on May 20, 2026. The final results of the shareholder votes are as follows:

Proposal 1 - Election of Directors

The shareholders elected the following Directors:

For Withheld Broker Non-Votes

Charles E. Kranich, II 95,639,086 1,389,999 19,326,865

Amber L. Williams 91,039,368 5,989,717 19,326,865

Louis J. Torchio 94,154,722 2,874,363 19,326,865

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

For 114,141,735

Against 1,967,195

Abstain 247,020

Broker Non-Votes —

Proposal 3 - An advisory, non-binding resolution to approve executive compensation described in the Proxy Statement

The shareholders approved the proposal regarding the compensation of the named executive officers as disclosed in the Proxy Statement as follows:

For 89,274,329

Against 7,171,131

Abstain 583,625

Broker Non-Votes 19,326,865

Proposal 4 - Approval of the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

The shareholders approved the proposal regarding the 2026 Equity Incentive Plan as disclosed in the Proxy Statement as follows:

For 92,456,593

Against 4,152,782

Abstain 419,710

Broker Non-Votes 19,326,865

Proposal 5 - Approval of the Northwest Bancshares, Inc. Discounted Stock Purchase Plan

The shareholders approved the proposal regarding the Discounted Stock Purchase Plan as disclosed in the Proxy Statement as follows:

For 93,563,437

Against 3,061,203

Abstain 404,445

Broker Non-Votes 19,326,865

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits

Exhibit No. Description

10.1

Northwest Bancshares, Inc. 2026 Equity Incentive Plan (incorporated by reference to Appendix B to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026 (file no. 001-34582))

10.2

Northwest Bancshares, Inc. Discounted Stock Purchase Plan (incorporated by reference to Appendix C to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2026 (file no. 001-34582))

10.3

Form of RSA Award Agreement under the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

10.4

Form of RSU Award Agreement under the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

10.5

Form of PSU Award Agreement under the Northwest Bancshares, Inc. 2026 Equity Incentive Plan

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: May 21, 2026 By:

/s/ Douglas M. Schosser

Douglas M. Schosser

Chief Financial Officer

EX-10.3

Filename: rsaagreement.htm · Sequence: 2

rsaagreement

Exhibit 10.3 RESTRICTED STOCK AWARD Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2026 EQUITY INCENTIVE PLAN This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2026 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. 1. Date of Grant. 2. Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein. Date Vested Portion of Award [one year after date of grant] 100% 3. Grant of Restricted Stock Award. The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending

2 the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on- line or electronic system established and maintained by the Company or another third party designated by the Company. 4. Terms and Conditions. 4.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. 4.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained by the Company and will be distributed to the Participant when the Restricted Stock Award vests. 5. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan. 6. Adjustment Provisions. This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan. 7. Effect of Termination of Service; Change in Control on Restricted Stock Award. 7.1 Termination of Service. Except as provided in Sections 7.2 through 7.6 below, the Restricted Stock Award subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the Participant’s Termination of Service for any reason, including without limitation, voluntary termination by the Participant. 7.2 Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, at the date of Termination of Service. 7.3 Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, at the date of Termination of Service.

3 7.4 Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, all Restricted Stock will continue to vest as to all shares subject to an outstanding Award. 7.5 Change in Control. In the event of the Participant’s Involuntary Termination at or within 12 months following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested. In addition, in the event of a Change in Control in which the Company is not the surviving entity, if the successor entity does not assume the Awards granted under the Plan, this Restricted Stock Award also shall become fully vested as of the effective date of the Change in Control. 7.6 Other Termination. If a Participant terminates Service for Cause or for any reason other than due to death, Disability, Retirement, Involuntary Termination at or following a Change in Control, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited. 8. Miscellaneous. 8.1 No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. 8.2 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. 8.3 Restricted Stock Awards are not transferable prior to the time the Awards vest in the Participant. 8.4 This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 8.5 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

EX-10.4

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rsuagreement

Exhibit 10.4 TIME BASED VESTING RESTRICTED STOCK UNIT AWARD Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2026 EQUITY INCENTIVE PLAN This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2026 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986 (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. For valuable consideration, the Company does hereby grant to the Participant a Restricted Stock Unit Award for the number of restricted stock units (the “Restricted Stock Units”) as set forth below, effective on the Date of Grant set forth below. The Restricted Stock Units shall vest and become payable in shares of Stock of the Company (the “Shares”) according to the vesting schedule described below, subject to earlier expiration or termination of the Restricted Stock Units, as provided in this Agreement. Date of Grant: 1. Form and Timing of Payment of Vested Restricted Stock Units. 1.1 This Restricted Stock Unit Award represents the right to receive Shares of Stock on the date the Restricted Stock Unit Award vests (the “Vesting Date”) as set forth herein. This Restricted Stock Unit Award will vest in approximately equal annual installments over a three (3) year period, commencing on the first anniversary of the Date of Grant and continuing on each anniversary thereafter. No fractional Restricted Stock Units will vest. Any fractional Restricted Stock Unit will roll over and will vest on the next vesting date on which, when aggregated with all or part of another fractional Restricted Stock Unit, it comprises a whole Restricted Stock Unit.

2 1.2 Subject to the other terms of this Agreement and the terms of the Plan, any Restricted Stock Units that vest will be paid to the Participant solely in whole Shares (and not in cash, as the Plan permits), on, or as soon as practicable after, the Vesting Date or, if earlier, as provided in this Agreement, but in any event, within the period ending on the later to occur of the date that is two and one-half (2½) months from the end of (i) the Participant's tax year that includes the applicable Vesting Date or (ii) the Company's tax year that includes the applicable Vesting Date. 2. Dividend Equivalent Rights. Dividend Equivalent Rights will be payable on the Restricted Stock Units granted hereunder. Such Dividend Equivalent Rights shall be accrued and withheld by the Company and when the Restricted Stock Units hereunder become vested, the corresponding number of Dividend Equivalent Rights shall be provided to the Participant in the form of Shares at the same time as the Restricted Stock Units subject to this Agreement are settled. 3. Effect of Termination of Service; Change in Control 3.1 Termination of Service. Except as provided in Sections 3.2 through 3.6 below, the Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the Participant’s Termination of Service for any reason, including without limitation, voluntary termination by the Participant. 3.2 Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, at the date of Termination of Service. 3.3 Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, at the date of Termination of Service. 3.4 Retirement. If the event the Participant’s Service terminates by reason of the Participant’s Retirement and, provided that the Participant enters into a restrictive covenant agreement satisfactory in form to the Company in connection with the Participant’s Retirement, any unvested portion of this Restricted Stock Unit Award shall continue to vest upon the Participant’s Retirement. 3.5 Change in Control. In the event of the Participant’s Involuntary Termination at or within 12 months following a Change in Control, any unvested portion of this Restricted Stock Unit Award shall vest at the date of Termination of Service. In addition, in the event of a Change in Control in which the Company is not the surviving entity, any unvested portion of this Restricted Stock Unit Award also shall become fully vested as of the effective date of the Change in Control if the successor entity does not assume the Awards granted under the Plan.

3 3.6 Other Termination. If the Participant’s Service terminates for reasons other than death, Disability, Retirement, or an Involuntary Termination at or following a Change in Control, the Participant’s unvested Restricted Stock Unit Awards shall be forfeited as of the date of the Termination of Service. An Employee who is also a Director shall not be deemed to have terminated Service until both Service as an Employee and Service as a Director have ceased. If the Participant has a termination for Cause, all unvested Restricted Stock Units hereunder shall be immediately forfeited. 3.7 Garden Leave. Unless a separate Severance Agreement has been entered into, the parties agree that there will be a period of garden leave in the event of an applicable termination of Participant's employment with the Company during a term of this Agreement in accordance with the provisions of this Section (referred to herein as the "Garden Leave Period"). It is the intention of the parties that the Garden Leave Period will constitute a period of employment with the Company. a) Garden Leave Period. Except as otherwise provided in Section 3.7(f), the parties agree that there will be a Garden Leave Period of ninety (90) days in the event of Participant's resignation from the Company for any reason or a termination of Participant's employment by the Company without Cause. For the avoidance of doubt, the provisions of this Section will not apply to a termination of Participant's employment by the Company for Cause. b) Advance Notice. If during the term of this Agreement Participant intends to resign from employment with the Company for any reason or if the Company intends to terminate Participant's employment with the Company without Cause, Participant or the Company, as applicable, agrees to notify the other party of such intention at least ninety (90) days in advance of the intended effective date of the employment termination. c) Status of Employment; Compensation and Benefits. During the Garden Leave Period, Participant will continue to be an employee of the Company, will continue to be paid the same level of Base Salary as would otherwise be in effect during such period, less applicable withholdings, and will be eligible to continue to participate in the Company's benefits programs in accordance with their terms. Only commissions and/or incentives earned prior to the beginning of Garden Leave will be eligible for payment. d) Company Discretion. During the Garden Leave Period, the Company will have the right, in its sole discretion, to take any of the following actions (in any combination), and in no case will such action or actions taken during the Garden Leave Period be considered a violation of this Agreement, unlawful, or grounds for resignation by the Participant: 1. Require Participant to perform any portion or all of Participant's duties (to the extent commensurate with Participant's position) and/or to refrain from performing any portion or all of Participant's duties on behalf of the Company; 2. Require Participant to use accrued but unused paid time off during a

4 period in which Participant is directed to refrain from performing any services for the Company; 3. Require Participant, as reasonably requested by the Company, to assist the Company in transitioning Participant's duties and client or customer relationships to one or more successors; 4. Appoint one or more other individuals to a position having duties and responsibilities that fully or in part are substantially similar to Participant's duties to act jointly with Participant during the Garden Leave Period with respect to such duties and responsibilities; 5. Require Participant to resign from any board of directors, committee, or other appointed roles within the Company organization and/or to cease being an authorized signatory or representative of the Company; 6. Require Participant not to contact any customers, clients, employees, independent contractors, or vendors of the Company with respect to business of the Company; 7. Require Participant to work from home to the extent reasonably practicable; and/or 8. Refuse Participant's entry to any or all premises of the Company (including termination of electronic badge access, if any), suspend or terminate Participant's authorized access to any information technology system of the Company, and/or suspend or terminate Participant's authorized access to any confidential or proprietary information of the Company. e) Participant Responsibilities During the Garden Leave Period. Participant will: 1. Maintain contact with the Company and make themselves available to provide such services as may be reasonably requested that are commensurate with Participant's position or otherwise contemplated by Section 3.7(d); 2. Continue to comply with all other terms of Participant's employment with the Company, including, without limitation, obligations of good faith, loyalty, confidentiality, fiduciary duties, and the restrictive covenants set forth in any other employment related agreement. 3. Not bind, attempt to bind, or otherwise obligate the Company to any third party, and shall not incur any business expenses unless pre-approved in writing by the Company; 4. Not make any unauthorized public statements regarding the Company, including its employees, or its operations; and 5. Not commence employment with any other employer. If Participant fails to comply with any of the aforementioned Garden Leave responsibilities, the Company is entitled to all available legal and equitable

5 relief in a court of competent jurisdiction, including but not limited to a temporary restraining order. f) Company Waiver; Early Termination of Garden Leave Period. Notwithstanding anything herein to the contrary, the Company may elect to waive the Garden Leave Period provisions of this Section or shorten the duration of Participant’s Garden Leave by notifying Participant in writing. If the Company terminates Participant's employment without Cause, the waiver notice must be delivered no later than 30 days in advance of the termination date. If Participant resigns from the Company for any reason, the Company must deliver the waiver notice within 10 business days after being notified of Participant's resignation. In such case, the waiver will only become effective 30 days after delivery of the waiver notice such that (A) the period prior to the waiver notice effective date will be treated as a Garden Leave Period and (B) Participant's employment will terminate on the waiver notice effective date. For the avoidance of doubt, the Company may elect to terminate Participant's employment for Cause at any time under this Agreement (including during a Garden Leave Period). The Company may elect to terminate the Garden Leave Period and Participant's employment immediately at any time if (i) the Company terminates Participant’s employment for Cause or (ii) Participant fails to make reasonable efforts to follow any directive of the Company or fulfill any of Participant's responsibilities as contemplated by the foregoing provisions of this Section and, if curable, Participant fails to cure such failure within a reasonable period (not to exceed 10 days) after being notified of the failure. g) Restrictive Covenants. To the extent the Participant is party to any non-competition, non-solicitation, or any other restrictive covenants with the Company, the restricted period related to such restrictive covenants begins to run when the Garden Leave Period ends. 4. Withholding. The Company shall collect federal, state and local income taxes and the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units at the time those Restricted Stock Units vest (or, with respect to Social Security taxes, when the Restricted Stock Units are no longer subject to a substantial risk of forfeiture, i.e., at attainment of Retirement age). Unless the Participant delivers a separate check payable to the Company in the amount of taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant’s wages. The Participant hereby authorizes the Company to satisfy the withholding obligations by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation; (b) withholding from proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in Shares to be issued in settlement of the vested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Stock on the principal exchange on which the Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company with respect to such Award. 5. Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A, or

6 to the extent that this Agreement provides deferred compensation, to be in compliance with Code Section 409A. References to termination of employment, and similar terms shall be interpreted in a manner consistent with the definition of “separation from service” under Code Section 409A, to the extent required by Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Participant is a “specified employee” for purposes of Code Section 409A, then if necessary to avoid the imposition of additional taxes or interest under Code Section 409A, the Company shall not deliver the corresponding Shares of Stock otherwise payable upon the Participant’s termination of employment until the first business day after the date that is six months after the Participant’s “separation from service” under Code Section 409A. In no event may the Participant directly or indirectly designate the calendar year of a payment, except as expressly permitted by Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 6. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan. 7. Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the provisions of this Agreement. 8. Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the Restricted Stock Units granted pursuant to this Agreement may not be sold, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose), assigned, hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or similar proceedings, or otherwise disposed of under any circumstances. 9. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 10. No Rights as Shareholder. The Participant will not have dividend, voting or any other rights as a shareholder of the Shares of Stock with respect to the Restricted Stock Units. Upon payment of the vested Restricted Stock Units in Shares, the Participant will obtain full dividend, voting and other rights as a shareholder of the Company. 11. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any

7 documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 12. Miscellaneous. 12.1 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. 12.2 This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 12.3 This Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof. 13. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

EX-10.5

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psuagreement

Exhibit 10.5 PERFORMANCE STOCK UNIT - PSU PERFORMANCE STOCK UNIT AWARD Granted by NORTHWEST BANCSHARES, INC. under the NORTHWEST BANCSHARES, INC. 2026 EQUITY INCENTIVE PLAN This performance restricted stock unit agreement (“Performance Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2026 Equity Incentive Plan (the “Plan”) of Northwest Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a performance-based Restricted Stock Unit (“Performance Stock Unit” or “PSU”) Award pursuant to the Plan. The holder of this Performance Stock Unit Award (the “Participant”) hereby accepts this Performance Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986 (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. For valuable consideration, the Company does hereby grant to the Participant a Performance Stock Unit Award for the number of Performance Stock Units as set forth below, effective on the “Date of Grant” set forth below. The Performance Stock Units granted under this Agreement shall, subject to the attainment of certain performance goal(s) set forth below (the “Performance Goal(s)”), relating to the performance measures, vest and become payable in shares of common stock of the Company (the “Shares”), subject to earlier expiration or termination of the Performance Stock Units, as provided in this Agreement. Date of Grant: Performance Period: Target Number of Performance Stock Units: The actual number of Shares that may become issuable pursuant to this Award shall be determined in accordance with Section 1 below. For purposes of the percentage calculations set forth in the Performance Goal Requirements forth in Section 1.1 and Appendix A, the target number of Performance Stock Units is the number of units awarded.

1. Vesting Schedule. The number of Performance Stock Units granted under this Agreement that vest and will be settled shall be determined as provided under Section 1.1 hereof on the basis of the level (i.e., threshold, target or stretch) at which the Performance Goal(s) specified on attached Appendix A is actually attained. 1.1 Performance Goal Requirements. The attached Appendix A specifies the Performance Goal(s) required to be attained during the Performance Period for the Performance Stock Units to become eligible to vest and the relative weight attached to each Performance Goal. Within seventy-five (75) days after the completion of the Performance Period, or if later, as soon as practicable after the filing of the audited financial results for the Company and its peers for the period ending on the last day of the three-year Performance Period, the Committee shall determine the actual level of attainment of the Performance Goal(s). On the basis of that determined level of attainment, the target number of Performance Stock Units will be multiplied by the applicable percentage determined in accordance with the percentile matrix set forth in Appendix A. The number of Performance Stock Units resulting from such calculation shall constitute the maximum number of Performance Stock Units in which the Participant may vest under this Agreement. The Committee will determine in its sole discretion the extent, if any, to which the Performance Goal(s) has been satisfied, and it will retain sole discretion to reduce the number of Performance Stock Units that would otherwise be eligible to vest as a result of the performance as measured against the Performance Goal(s). The Committee may not increase the number of Performance Stock Units that may be eligible to vest as a result of the Company’s performance as measured against the Performance Goal(s). 1.2 Settlement of Vested Units. Subject to the other terms of this Agreement and the terms of the Plan, Performance Stock Units that vest will be settled solely in whole Shares (and not in cash), as soon as administratively practicable after, and in any event within sixty (60) days following, the Committee’s determination of the attainment of Performance Goals; provided that Participant remains employed with the Company or Northwest Bank on such date (or, if sooner, in accordance with Sections 3.2 through 3.6 hereof). 2. Dividend Equivalent Rights. Dividend Equivalent Rights will be payable on all Performance Stock Units granted hereunder. Such Dividend Equivalent Rights shall be accrued and withheld by the Company and, if and to the extent that the Performance Stock Units hereunder become vested, the corresponding number of Dividend Equivalent Rights shall be provided to the Participant in the form of Shares at the same time as the Performance Stock Units subject to this Agreement are settled.

3. Effect of Termination of Service, Becoming Retirement Eligible and Change of Control. 3.1 Termination of Service. Except as provided in Sections 3.2 through 3.6 below, the Performance Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant upon the Participant’s Termination of Service for any reason, including without limitation, voluntary termination by the Participant. 3.2 Death. A portion of this Performance Stock Unit Award shall vest immediately in the event of the Participant’s Termination of Service by reason of the Participant’s death. The portion of the Performance Stock Unit Award that vests upon death shall equal the target number of Performance Stock Units multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36. 3.3 Disability. If the Participant’s Service terminates by reason of the Participant’s Disability, the Participant’s unvested Performance Stock Units shall vest immediately. The portion of the Performance Stock Units that vest upon Disability shall equal the target number of Performance Stock Units multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36. 3.4 Retirement. If the Participant’s Service terminates by reason of the Participant’s Retirement and, provided that the Participant enters into a restrictive covenant agreement satisfactory in form to the Company in connection with the Participant’s Retirement, the Participant’s Performance Stock Unit Award shall continue in effect until the Committee’s determination of the satisfaction of the performance goals following the end of the Performance Period. If achievement of the Performance Goals is satisfied at threshold or better, then the Participant’s Performance Stock Units shall be settled no later than (60) days following, the Committee’s determination of the attainment of Performance Goals. 3.5 Change in Control. Upon Participant’s Involuntary Termination at or within 12 months following a Change in Control, this Performance Stock Unit Award shall vest and be settled immediately in an amount equal to the greater of the target number of Performance Stock Units or the number of Performance Stock Units earned based on actual annualized performance at the measurement date. In addition, in the event of a Change in Control in which the Company is not the surviving entity, any Performance Stock Unit Awards also shall become vested and shall settle at the greater of the target level of performance or actual annualized performance measured as of the effective date of the Change in Control if the successor entity does not assume the Awards granted under the Plan.

3.6 Other Termination. If the Participant’s Service terminates for reasons other than death, Disability, Retirement, or an Involuntary Termination at or following a Change in Control, the Participant’s unvested Performance Stock Unit Awards shall be forfeited. An Employee who is also a Director shall not be deemed to have terminated Service until both Service as an Employee and Service as a Director have ceased. If the Participant has a termination for Cause, all unvested Performance Stock Units hereunder shall be immediately forfeited. 3.7 Garden Leave. Unless a separate Severance Agreement has been entered into, the parties agree that there will be a period of garden leave in the event of an applicable termination of Participant's employment with the Company during a term of this Agreement in accordance with the provisions of this Section (referred to herein as the "Garden Leave Period"). It is the intention of the parties that the Garden Leave Period will constitute a period of employment with the Company. (a) Garden Leave Period. Except as otherwise provided in Section 3.7(f), the parties agree that there will be a Garden Leave Period of ninety (90) days in the event of Participant’s resignation from the Company for any reason or a termination of Participant's employment by the Company without Cause. For the avoidance of doubt, the provisions of this Section will not apply to a termination of Participant's employment by the Company for Cause. (b) Advance Notice. If during the term of this Agreement Participant intends to resign from employment with the Company for any reason or if the Company intends to terminate Participant's employment with the Company without Cause, Participant or the Company, as applicable, agrees to notify the other party of such intention at least ninety (90) days in advance of the intended effective date of the employment termination. (c) Status of Employment; Compensation and Benefits. During the Garden Leave Period, Participant will continue to be an employee of the Company, will continue to be paid the same level of Base Salary as would otherwise be in effect during such period, less applicable withholdings, and will be eligible to continue to participate in the Company's benefits programs in accordance with their terms. Only commissions and/or incentives earned prior to the beginning of Garden Leave will be eligible for payment. (d) Company Discretion. During the Garden Leave Period, the Company will have the right, in its sole discretion, to take any of the following actions (in any combination), and in no case will such action or actions taken during the Garden Leave Period be considered a violation of this Agreement, unlawful, or grounds for resignation by the Participant: i. Require Participant to perform any portion or all of Participant's duties (to the extent commensurate with Participant's position) and/or to refrain from performing any portion or all of Participant's duties on behalf of the Company; ii. Require Participant to use accrued but unused paid time off during a period in which Participant is directed to refrain from performing any services for the Company; iii. Require Participant, as reasonably requested by the Company, to assist the Company in transitioning Participant's duties and client or customer

relationships to one or more successors; iv. Appoint one or more other individuals to a position having duties and responsibilities that fully or in part are substantially similar to Participant's duties to act jointly with Participant during the Garden Leave Period with respect to such duties and responsibilities; v. Require Participant to resign from any board of directors, committee, or other appointed roles within the Company organization and/or to cease being an authorized signatory or representative of the Company; vi. Require Participant not to contact any customers, clients, employees, independent contractors, or vendors of the Company with respect to business of the Company; vii. Require Participant to work from home to the extent reasonably practicable; and/or viii. Refuse Participant's entry to any or all premises of the Company (including termination of electronic badge access, if any), suspend or terminate Participant's authorized access to any information technology system of the Company, and/or suspend or terminate Participant's authorized access to any confidential or proprietary information of the Company. (e) Participant Responsibilities During the Garden Leave Period. Participant will: i. Maintain contact with the Company and make themselves available to provide such services as may be reasonably requested that are commensurate with Participant's position or otherwise contemplated by Section 3.7(d); ii. Continue to comply with all other terms of Participant's employment with the Company, including, without limitation, obligations of good faith, loyalty, confidentiality, fiduciary duties, and the restrictive covenants set forth in any other employment related agreement. iii. Not bind, attempt to bind, or otherwise obligate the Company to any third party, and shall not incur any business expenses unless pre-approved in writing by the Company; iv. Not make any unauthorized public statements regarding the Company, including its employees, or its operations; and v. Not commence employment with any other employer. If Participant fails to comply with any of the aforementioned Garden Leave responsibilities, the Company is entitled to all available legal and equitable relief in a court of competent jurisdiction, including but not limited to a temporary restraining order. (f) Company Waiver; Early Termination of Garden Leave Period. Notwithstanding anything herein to the contrary, the Company may elect to waive the Garden Leave Period provisions of this Section or shorten the duration of Participant’s Garden Leave by notifying Participant in writing. If the Company terminates Participant's employment without Cause, the waiver notice must be delivered no later than 30 days in advance of the termination date. If Participant resigns from the Company for any reason, the Company must deliver the waiver notice within 10 business days after being notified of Participant's resignation. In such case, the waiver will only

become effective 30 days after delivery of the waiver notice such that (A) the period prior to the waiver notice effective date will be treated as a Garden Leave Period and (B) Participant's employment will terminate on the waiver notice effective date. For the avoidance of doubt, the Company may elect to terminate Participant's employment for Cause at any time under this Agreement (including during a Garden Leave Period). The Company may elect to terminate the Garden Leave Period and Participant's employment immediately at any time if (i) the Company terminates Participant’s employment for Cause or (ii) Participant fails to make reasonable efforts to follow any directive of the Company or fulfill any of Participant's responsibilities as contemplated by the foregoing provisions of this Section and, if curable, Participant fails to cure such failure within a reasonable period (not to exceed 10 days) after being notified of the failure. (g) Restrictive Covenants. To the extent the Participant is party to any non-competition, non-solicitation, or any other restrictive covenants with the Company, the restricted period related to such restrictive covenants begins to run when the Garden Leave Period ends. 4. Withholding. The Company shall collect federal, state and local income taxes and the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Performance Stock Units at the time the Performance Stock Units are settled. Unless the Participant delivers a separate check payable to the Company in the amount of the taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant’s wages. The Participant hereby authorizes the Company to satisfy the withholding obligations by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation; (b) withholding from proceeds of the sale of Shares issued in settlement of the vested Performance Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in Shares to be issued in settlement of the vested Performance Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Stock on the principal exchange on which the Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company with respect to such Award. 5. Code Section 409A. The Performance Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A, or to the extent that this Agreement provides deferred compensation, to be in compliance with Code Section 409A. References to termination of employment, and similar terms shall be interpreted in a manner consistent with the definition of “separation from service” under Code Section 409A, to the extent required by Code Section 409A. Notwithstanding anything to the contrary in this Agreement, if the Participant is a “specified employee” for purposes of Code Section 409A, then if necessary to avoid the imposition of additional taxes or interest under Code Section 409A, the Company shall not deliver the corresponding Shares of Stock otherwise payable upon the Participant’s termination of employment until the first business day after the date that is six months after the Participant’s “separation from service” under Code Section 409A. In no event may the Participant directly or indirectly designate the calendar year of a payment, except as expressly permitted by Code Section 409A. Notwithstanding any other provision in this

Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement. 6. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan. 7. Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Performance Stock Units pursuant to the provisions of this Agreement. 8. Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the Performance Stock Units granted pursuant to this Agreement may not be sold, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose), assigned, hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or similar proceedings, or otherwise disposed of under any circumstances. 9. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 10. No Rights as Shareholder. The Participant will not have dividend, voting or any other rights as a shareholder of the Shares of common stock with respect to the Performance Stock Units. Upon settlement of the vested Performance Stock Units in Shares, the Participant will obtain full dividend, voting and other rights as a shareholder of the Company. 11. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

12. Miscellaneous. 12.1 This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. 12.2 This Performance Stock Unit Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 12.3 This Performance Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any Shares of stock hereunder if the issuance of such Shares would constitute a violation of any such law, regulation or order or any provision thereof. 13. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance Stock Units and on any Shares of common stock acquired under the Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings (as provided in Section 6 above) that may be necessary to accomplish the foregoing.

APPENDIX A

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May 20, 2026

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May 20, 2026

Entity Registrant Name

Northwest Bancshares, Inc.

Entity Incorporation, State or Country Code

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

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

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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Balance Type:

Period Type:

duration