Northwest Bancshares, Inc. Grants Restricted Stock Units to CEO

What Happened

• Northwest Bancshares, Inc. (NWBI) announced a new award of 125,298 restricted stock units (RSUs) to President and CEO Lou Torchio. The Compensation Committee and Board approved the New Award on July 22, 2026, and it will be made and effective on or about July 31, 2026.
• This New Award replaces and supplements an earlier Original Award granted December 20, 2024 (originally sized at $2,000,000 divided by the share price). A portion of that Original Award was rescinded on August 20, 2025 because it exceeded the individual grant limit under the company’s 2022 Equity Incentive Plan. Shareholders later approved a 2026 Equity Incentive Plan that raised the individual annual grant limit to $5,000,000, enabling the New Award.

Key Details

• Award size: 125,298 restricted stock units approved July 22, 2026; effective on or about July 31, 2026.
• Vesting: contingent on continued employment; vests on the first day following the fourth anniversary of the grant date and will be settled in two installments (first on vesting date; second six months after a termination that follows the vesting date).
• Accelerated vesting: full acceleration on death or disability, or if NWBI terminates without cause or Torchio leaves for “Good Reason” within 24 months after a change in control or after Torchio attains age 65.
• Background: Torchio has been CEO since August 2022 and will turn 65 in 2027; the 2026 Plan increased the individual grant cap to $5,000,000 (up from $1,000,000 under the 2022 Plan).

Why It Matters

• This award is a material retention and compensation action for CEO Lou Torchio designed to align pay with peers and encourage him to remain in the role past normal retirement age. For investors, it means expected future compensation expense and the potential issuance of up to 125,298 shares (subject to settlement terms), which could have a modest dilutive effect if settled in stock.
• The full award agreement will be filed as an exhibit to NWBI’s Form 10-Q for the quarter ending September 30, 2026, providing the definitive terms and any additional disclosure.