About Northwest Bancshares

Northwest Bancshares, Inc. (Northwest) operates as the bank holding company for Northwest Bank that offers personal and business banking solutions, investment management and trust services. Northwest Bank operates various community-banking locations throughout its market area in Pennsylvania, western New York, eastern Ohio, and Indiana. The company’s principal lending activities are the origination of loans secured by first mortgages on owner-occupied, one-to-four-family residences, shorter term consumer loans, and commercial business and commercial real estate loans. The company’s principal sources of funds are personal and business deposits, borrowed funds and the principal and interest payments on loans and marketable securities. Market Area Northwest Bank is headquartered in northwestern Pennsylvania and has expanded primarily through acquisitions, into the southwestern and central regions of Pennsylvania, as well as western New York, northeastern Ohio, and Indiana. Pennsylvania Market Area. The company’s retail branch network of community banking offices within the Commonwealth of Pennsylvania encompasses 23 counties. The company’s western Pennsylvania market has a diverse economy driven by healthcare and education industries, service businesses, technology companies and small manufacturing operations. The company’s southeastern Pennsylvania market is primarily driven by service businesses but also serves as a bedroom community to the cities of Baltimore, Maryland and Philadelphia, Pennsylvania. Western New York Market Area. The company’s retail branch network of community banking offices in New York encompasses four counties in the western portion of the state. This market has a diverse economy driven by healthcare and education industries, service businesses, technology companies and small manufacturing operations. Northeastern Ohio Market Area. The company’s retail branch network of community banking offices includes two counties in northeastern Ohio, including the Cleveland metro area. The major employment sectors in this market are similar to the contiguous market in western Pennsylvania. Indiana Market Area. The company’s retail branch network of community banking offices includes eight counties in Indiana. This market has a diverse economy driven by healthcare and education industries, service businesses, technology companies and small manufacturing operations. Lending Activities The company’s principal lending activities are the origination of fixed and adjustable-rate loans collateralized by one-to-four-family residential real estate, shorter term consumer loans and loans collateralized by multi-family residential and commercial real estate as well as commercial business loans. Generally, the company focuses its lending activities in the geographic areas where the company maintains offices. Residential Mortgage Loans The company offers residential mortgage loans with terms typically ranging from 15 to 30 years, with either fixed or adjustable interest rates. The company’s fixed-rate residential mortgage loan products offer fixed rates for up to 30 years. The company requires fire and casualty insurance, as well as a title guaranty regarding good title, on all properties securing the company’s residential mortgage loans. The company also requires flood insurance for loans secured by properties located within special flood hazard areas. The company offers fixed-rate and adjustable-rate residential construction-to-permanent loans primarily for the construction of owner-occupied one-to four-family residences in the company’s market area to builders or owners who have a contract for construction. Construction loans are originated with terms of up to 30 years with an allowance of up to one year for construction. In addition, the company originates loans within its market area that are secured by individual unimproved or improved lots. Land loans for the construction of owner-occupied residential real estate properties are offered with fixed-rates for terms of up to ten years. Home Equity Loans and Lines of Credit Generally, the company’s home equity loans are secured by the borrower’s principal residence with a maximum loan-to-value ratio, including the principal balances of both the first and second mortgage loans, of 95% or less. The company generally underwrites home equity loans and lines of credit in a manner similar to the company’s underwriting of residential mortgage loans. Home equity loans are offered on a fixed-rate basis with amortized terms of up to 20 years. Home equity lines of credit are offered on an adjustable-rate basis with terms of up to 25 years, including a draw period of 10 years each. Other Consumer Loans The principal types of other consumer loans the company offers are direct and indirect automobile loans, sales finance loans, unsecured personal loans, credit card loans, and loans secured by investment accounts. These loans are typically offered with maturities of ten years or less. Commercial Real Estate Loans The company’s multi-family commercial real estate loans are secured by multi-family residences, such as rental properties, student housing, and senior living facilities. The company’s other commercial real estate loans are secured by nonresidential properties, such as hotels, commercial offices, medical buildings, manufacturing facilities, and retail establishments. At December 31, 2023, a significant portion of the company’s multi-family commercial real estate and commercial real estate loans were secured by properties located within the company’s market area. The company’s largest commercial relationship is consisted of multi-family residential, commercial office, hotel, retail buildings, and student housing. Multi-family commercial and commercial real estate loans are offered with both adjustable and fixed interest rates. The terms of each multi-family residential and commercial real estate loan are negotiated on a case-by-case basis. The company generally originates multi-family commercial and commercial real estate loans in amounts up to 80% of the appraised value of the property collateralizing the loan. Commercial Loans The company offers commercial loans to finance various activities in the company’s market area, some of which are secured in part by additional real estate collateral. At December 31, 2023, the company’s largest commercial loan relationship operates in the internet, cable and phone space. Commercial business loans are offered with both fixed and adjustable interest rates. The company originates commercial loans through its network of Small Business and Commercial Loan Officers located in the company’s areas. In addition, the company’s Commercial Finance group originates loans where multiple banks may be involved in the credit facilities. These loans are made to companies operating in the company’s market area. Investment Activities The company purchases debentures and mortgage-backed securities that generally are issued by the Federal Home Loan Bank (‘FHLB’), Fannie Mae (‘FNMA’), Freddie Mac (‘FHLMC’) or Ginnie Mae (‘GNMA’). Sources of Funds Deposits. Personal and business deposits are generated from the company’s market area by offering a broad selection of deposit instruments, including checking accounts, savings accounts, money market deposit accounts, term certificate accounts and individual retirement accounts. While the company accepts deposits of $250,000 or more, the company does not offer premium rates for such deposits. The company accepts brokered deposits through the CDARS program, but generally does not solicit funds outside the company’s market area. Subsidiary Activities At December 31, 2023, Northwest Bank had three active wholly-owned subsidiaries; Great Northwest Corporation, Northwest Capital Group, Inc., and Mutual Federal Interest Corporation. Great Northwest Corporation holds equity investments in government-assisted, low-income housing projects in various locations throughout the company’s market area. Northwest Capital Group, Inc.’s principal activity is to own, operate and ultimately divest of properties that were acquired in foreclosure. Mutual Federal Interest Corporation, which is a Nevada corporation, holds and manages a portion of the Northwest Bank investment portfolio and consumer closed-end first mortgage loans. Northwest Settlement Agency, LLC (which ceased operations and became inactive during the first quarter of 2023) provided title insurance to borrowers of Northwest Bank and other lenders. Marketable Securities Portfolio As of December 31, 2023, the company’s marketable securities and residential mortgage-backed securities portfolios included government sponsored entities U.S. government and agency obligations municipal securities corporate debt issues; and Pass-through certificates and CMOs. Supervision and Regulation As a bank holding company, the company is required to comply with the rules and regulations of the Board of Governors of the Federal Reserve System (the ‘Federal Reserve Board’), and are also required to file certain reports with and are subject to examination by the Federal Reserve Board. The company is also subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws. Northwest Bank is a Pennsylvania-chartered stock savings bank and the company’s deposit accounts are insured up to applicable limits by the FDIC’s Deposit Insurance Fund (the ‘DIF’). Northwest Bank is subject to extensive regulation by the Department of Banking and Securities of the Commonwealth of Pennsylvania (the ‘Department of Banking’), as its chartering agency, and by the FDIC, as its primary federal regulator and the insurer of its deposit accounts. Northwest Bank is also subject to extensive regulation, examination and supervision by the FDIC, as its primary federal regulator. The deposit accounts of Northwest Bank are insured by the DIF to the maximum amount provided by law. Northwest Bank is a member of the FHLB of Pittsburgh. Transactions between Northwest Bank and its affiliates, including the company, are limited by Sections 23A and 23B of the Federal Reserve Act, applicable to FDIC-insured state nonmember banks by Section 18(j) of the Federal Deposit Insurance Act, and the Federal Reserve Act’s implementing regulation, Regulation W. Northwest Bank is a member of the Federal Home Loan Bank System. The Bank Secrecy Act (‘BSA’) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (‘USA PATRIOT Act’) require Northwest Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and illicit crime. The company has established policies, procedures and systems designed to comply with the BSA, USA PATRIOT Act, and regulations implemented thereunder. The company’s common stock is registered with the SEC under Section 12(b) of the Exchange Act. The company is also subject to the proxy rules, tender offer rules, insider trading restrictions, annual and periodic reporting, and other requirements of the Exchange Act. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the Securities and Exchange Commission, under the Exchange Act. The company has policies, procedures and systems designed to comply with this Act and its implementing regulations. History Northwest Bancshares, Inc. was founded in 1896. The company, a Maryland corporation, was incorporated in 2009.