Northwest Bancshares Inc
For the period ended Dec 31, 2024. Filed Feb 25, 2025.
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FY2024 · Filed Feb 25, 2025
NWBI$15.33-0.3%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)Financial Statements
The following documents are filed as part of this Form 10-K.
(A)Management’s Report on Internal Control Over Financial Reporting
(B)Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
(C)Report of Independent Registered Public Accounting Firm
(D)Consolidated Statements of Financial Condition at December 31, 2024 and 2023
(E)Consolidated Statements of Income for the Years ended December 31, 2024, 2023 and 2022
(F)Consolidated Statements of Comprehensive Income for the Years ended December 31, 2024, 2023 and 2022
(G)Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2024, 2023 and 2022
(H)Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023 and 2022
(I)Notes to the Consolidated Financial Statements
(a)(2)Financial Statement Schedules
None.
(a)(3)Exhibits
| Regulation S-Kexhibit number | Document | Reference to prior filing or exhibit number attached hereto |
| 2.1 | Agreement and Plan of Merger by and between Northwest Bancshares, Inc. and Penns Woods Bancorp, Inc. dated December 16, 2024. * | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on December 20, 2024. |
| 3.1 | Articles of Incorporation. | Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. |
| 3.2 | Articles of Amendment to Articles of Incorporation. | Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. |
| 3.3 | Amended and Restated Bylaws of Northwest Bancshares, Inc. | Filed herewith as Exhibit 3.3. |
| 4.1 | Form of Common Stock Certificate. | Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. |
| 4.2 | Description of Registrant’s Securities.Certain instruments defining the rights of holders of long-term obligation of the Registrant (the total amount of securities authorized under each of which does not exceed ten percent of the total assets of the registrant and its subsidiaries on a consolidated basis) are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. We agree to furnish copies of any such instruments to the Securities and Exchange Commission upon request. | Filed herewith as Exhibit 4.2. |
| 10.1 | Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. |
| 10.2 | Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. |
| 10.3 | Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. |
| 10.4 | Northwest Bank Annual Performance Award Plan. | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on April 22, 2022. |
| 10.5 | Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. |
| 10.6 | Employment Agreement for John J. Golding. | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on April 10, 2020. |
| 10.7 | Northwest Bancshares, Inc. 2011 Equity Incentive Plan. | Incorporated by reference to the Appendix A to the Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 1, 2011. |
| 10.8 | Northwest Bancshares, Inc. 2018 Equity Incentive Plan. | Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 7, 2018. |
| 10.9 | Northwest Bancshares, Inc. 2022 Equity Incentive Plan. | Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2022 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 10, 2022. |
| 10.10 | Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 01, 2019. |
| 10.11 | Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 01, 2019. |
| 10.12 | Form of Restricted Stock Award Agreement under the 2018 Equity Incentive Plan. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 01, 2019. |
| 10.13 | Form of Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan. | Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265056), filed with the SEC on May 18, 2022. |
| 10.14 | Form of Performance Stock Unit Award Agreement under the 2022 Equity Incentive Plan. | Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265056), filed with the SEC on May 18, 2022. |
| 10.15 | Form of Restricted Stock Award Agreement under the 2022 Equity Incentive Plan. | Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-265056), filed with the SEC on May 18, 2022. |
| 10.16 | Amended and Restated Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Louis J. Torchio. | Filed herewith as Exhibit 10.16. |
| 10.17 | Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and William W. Harvey Jr. | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on August 18, 2022. |
| 10.18 | Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Scott J. Watson. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 23, 2024. |
| 10.19 | Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Greg J. Betchkal. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 23, 2024. |
| 10.20 | Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for John J. Golding. | Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 2, 2020. |
| 10.21 | Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Jacques M. DesMarteau. | Filed herewith as Exhibit 10.21. |
| 10.22 | Retirement Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank. | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 21, 2023. |
| 10.23 | Independent Contractor Consulting Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank. | Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 21, 2023. |
| 10.24 | Amended and Restated Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Douglas M. Schosser. | Filed herewith as Exhibit 10.24. |
| 10.25 | Restricted Stock Unit Award Agreement under the 2022 Equity Incentive Plan for Louis J. Torchio. | Filed herewith as Exhibit 10.25. |
| 19 | Insider Trading Policy. | Filed herewith as Exhibit 19. |
| 21 | Subsidiaries of Registrant. | Filed herewith as Exhibit 21. |
| 23 | Consent of KPMG LLP. | Filed herewith as Exhibit 23. |
| 24 | Power of Attorney. | Not required. |
| 31.1 | Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith as Exhibit 31.1. |
| 31.2 | Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith as Exhibit 31.2. |
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** | Furnished herewith as Exhibit 32. |
| 97 | Policy Relating to Recovery of Extraneously Awarded Compensation. | Filed herewith as Exhibit 97. |
| 101 | Interactive Data File (XBRL). | Filed herewith as Exhibit 101. |
| 104 | Cover Page Interactive Data File (XBRL). | Filed herewith as Exhibit 104. |
- Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K but Northwest Bancshares, Inc. will provide them to the Securities and Exchange Commission upon request.
** Indicates a document being furnished with this annual report on Form 10-K. Information in this annual report on Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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