Northwest Bancshares Inc

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. 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 asset quality of our loan and investment portfolios;

•estimates of our risks and future costs and benefits; and

•certain plans and expectations relating to the Merger (as defined below) between the Company and Penns Woods (as defined below).

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.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; the risk that integration of Penns Woods operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the Company’s and Penns Woods’ inability to meet expectations regarding the timing, completion and accounting and tax treatments of the Merger; the inability to complete the Merger due to the failure of Penns Woods’ shareholders to adopt the Merger Agreement (as defined below); the failure to satisfy other conditions to completion of the Merger, including receipt of required regulatory and other approvals; the failure of the proposed Merger to close for any other reason; the diversion of management’s attention from ongoing business operations and opportunities due to the Merger; the challenges of integrating and retaining key employees; the effect of the announcement of the Merger on the Company’s, Penns Woods’ or the combined company’s respective customer and employee relationships and operating results; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the dilution caused by the Company’s issuance of additional shares of its common stock in connection with the Merger; and other factors that may affect the results of operations and financial condition of the Company, Penns Woods and the combined company

•inflation and changes in the interest rate environment that reduce our margins, our loan origination, or the fair value of financial instruments;

•changes in asset quality, including increases in default rates on loans and higher levels of nonperforming loans and loan charge-offs generally;

•changes in laws, government regulations or supervision, examination and enforcement priorities affecting financial institutions, including as part of the regulatory reform agenda of the Trump administration, as well as changes in regulatory fees and capital requirements;

•changes in federal, state, or local tax laws and tax rates;

•general economic conditions, either nationally or in our market areas, that are different than expected, including inflationary or recessionary pressures or those related to changes in monetary, fiscal, regulatory and tariff policies of the U.S. government, including policies of the U.S. Department of Treasury and Board of Governors of the Federal Reserve System (the “Federal Reserve Board”);

•adverse changes in the securities and credit markets;

•instability or breakdown in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil;

•cyber-security concerns, including an interruption or breach in the security of our website or other information systems;

•technological changes that may be more difficult or expensive than expected;

•changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio;

•the ability of third-party providers to perform their obligations to us;

•competition among depository and other financial institutions, including with respect to deposit gathering, service charges and fees;

•our ability to enter new markets successfully and capitalize on growth opportunities;

•our ability to manage our growth internally and our ability to successfully integrate acquired entities, businesses or branch offices;

•changes in consumer spending, borrowing and saving habits;

•our ability to continue to increase and manage our commercial, including commercial real estate, 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 “SEC”), 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.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Item 1A. Risk Factors”.

Except as may be required by law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.