Northwest Bancshares Inc美股招股说明书(2025-02-24版)

To the Shareholders of Penns Woods Bancorp, Inc. MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT Northwest Bancshares, Inc. (“Northwest”) and Penns Woods Bancorp, Inc. (“Penns Woods”), have entered into an Agreement and Plan of Mergerdated as of December16, 2024 (the “Merger Agreement”), which provides for the merger of Penns Woods with and into Northwest, with Northwestbeing the surviving entity (the “Merger”).Consummation of the Merger is subject to certain conditions, including, but not limited to, obtaining therequisite vote of the shareholders of Penns Woods and the approval of the Merger by various regulatory agencies. The Merger will bring together two like-minded institutions that will provide a path for the long-term success of the combined company,employees, customers, and shareholders. The Merger will allow Northwest to continue to build on its history of community-focused banking, and willdeliver greater value to customers, employees, communities, and shareholders. As a result of the Merger, the expansion will capitalize on Northwest’sestablished brand presence, and will position the combined company to unlock new growth opportunities. The Merger will provide increased scale andcapabilities to the customers of Penns Woods, and will provide existing Penns Woods employees to advance their careers as part of a larger organization. Under the terms of the Merger Agreement, shareholders of Penns Woods will be entitled to receive from Northwest, after the Merger is completed,merger consideration payable in the form of Northwest common stock to be calculated as set forth in the Merger Agreement. At the effective time of theMerger, each share of Penns Woods common stock will be converted into the right to receive 2.385 shares of Northwest common stock. Holders ofNorthwest common stock will continue to own their existing shares of Northwest common stock. Northwest common stock is are traded on the NasdaqGlobal Select Market®under the symbol “NWBI.” On December16, 2024, the date of execution of the Merger Agreement, the closing price ofNorthwest common stock was $14.44 per share. On February18, 2025, the closing price of Northwest common stock was $13.03 per share. PennsWoods common stock is traded on the Nasdaq Global Select Market®under the symbol “PWOD.” On December16, 2024, the date of execution of theMerger Agreement, the closing price of Penns Woods common stock was $33.81 per share. On February18, 2025, the closing price of Penns Woodscommon stock was $31.01 per share. The value of the Northwest common stock at the time of completion of the Merger could be greater than, less thanor the same as the value of Northwest common stock on the date of this proxy statement/prospectus.We urge you to obtain current marketquotations of Northwest common stock and Penns Woods common stock. Northwest will not issue any fractional shares of common stock in connection with the Merger. Instead, each holder of Penns Woods commonstock who would otherwise be entitled to receive a fraction of a share of Northwest common stock (after taking into account all shares of Penns Woodscommon stock owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amountequal to the fractional share of Northwest common stock to which such holder would otherwise be entitled to multiplied by the average of the closing-sale prices of Northwest common stock on the Nasdaq Global Select Market®as reported in The Wall Street Journal for the five (5)consecutive fulltrading days ending with the trading day immediately preceding the effective date of the Merger. Penns Woods will hold a special meeting of its shareholders to vote on the adoption and approval of the Merger Agreement.The special meetingof Penns Woods shareholders will be held at 9:00 a.m., Eastern Daylight Time, on Tuesday, April 22, 2025, and accessed virtually athttps://meetnow.global/MVDHGFG. Table of Contents At the special meeting, Penns Woods shareholders will be asked to approve and adopt the Merger Agreement, and the transactions contemplatedthereby, including the Merger. Shareholders will also be asked to approve the adjournment of the special meeting, if necessary, to solicit additionalproxies in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger. This document, which we refer to as the proxy statement/prospectus, is being delivered to Penns Woods stockholders as Northwest’s prospectusfor its offering of common stock in connection with the Merger, and as a proxy statement for the solicitation of proxies from Penns Woods’ stockholdersto vote for the approval of the Merger Agreement and the Merger. This proxy statement/prospectus describes the Penns Woods special meeting, theMerger proposal, and other related matters. The boards of directors of Penns Woods unanimously approved the Merger Agreement and the transactions contemplated thereby,including the Me