Northwest Bancshares Inc 2025年度报告

Washington, D.C. 20549 FORM10-K ☒Annual Report Pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934. For the Fiscal Year Ended December31, 2025 OR Transition Report Pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934. For the transition period from_____ to _____ Commission File No.001-34582 NORTHWEST BANCSHARES,INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 3 Easton Oval,Suite 500,Columbus,Ohio(Address of Principal Executive Offices) None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2)has been subject to such requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company.See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. ☒Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.Yes☐No☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).Yes☐No☒ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒As of February18, 2026, there were 146,139,471 shares outstanding of the Registrant’s Common Stock. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price onJune30, 2025, as reported by the Nasdaq Global Select Market, was approximately $1.634 billion. DOCUMENTS INCORPORATED BY REFERENCE Proxy Statement for the 2026 Annual Meeting of Shareholders of the Registrant (PartIII). TABLE OF CONTENTS PART IITEM 1.BUSINESS4ITEM 1A.RISK FACTORS19ITEM 1B.UNRESOLVED STAFF COMMENTS34ITEM 1C.CYBERSECURITY34ITEM 2.PROPERTIES35ITEM 3.LEGAL PROCEEDINGS36ITEM 4.MINE SAFETY DISCLOSURES36PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES36ITEM 6.[RESERVED]38ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS38ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA67ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURES135ITEM 9A.CONTROLS AND PROCEDURES135ITEM 9B.OTHER INFORMATION135ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTION135PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE135ITEM 11.EXECUTIVE COMPENSATION135ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS135ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORINDEPENDENCE136ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES136PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES136ITEM 16.FORM 10-K SUMMARY139SIGNATURES140EX — 23EX — 31.1EX — 31.2EX — 32EX — 101EX — 104 FORWARD-LOOKING STATEMENTS This document contains forward-look