NWBIMEDIUM SIGNALOPERATIONAL10-K

Northwest Bank completed its acquisition of Penns Woods Bancorp in July 2025, significantly expanding its scale with 18.6 million additional shares outstanding and relocating headquarters to Columbus, Ohio.

The completed merger represents a transformative transaction that expanded Northwest's market presence from 3 to 4 states (adding Indiana) and increased branch count to 161 locations. The integration appears successful given the strong financial performance improvements across most metrics, though investors should monitor execution of the expanded operations.

Comparing 2026-02-25 vs 2025-02-25View on EDGAR →
FINANCIAL ANALYSIS

The Penns Woods acquisition drove substantial growth with total assets expanding 16.4% to $16.8B and deposits growing 14.8% to $13.9B, while net income increased 25.7% to $126.0M despite interest expense surging 441% due to higher funding costs. Operating cash flow improved 20.2% and the reversal of credit loss provisions from $84M expense to $11.9M benefit suggests improving asset quality. The overall financial picture shows successful scale expansion with maintained profitability, though the dramatic increase in interest expense reflects challenging funding conditions that warrant monitoring.

FINANCIAL STATEMENT CHANGES
Interest Expense
P&L
+441.4%
$28.1M$152.2M

Interest expense surged 441.4% — significant debt increase or rising rates materially impacting earnings.

Capital Expenditure
Cash Flow
+403.9%
$2.3M$11.6M

Capital expenditure jumped 403.9% — major investment cycle underway; assess returns on deployment.

Provision for Credit Losses
P&L
-114.2%
$84.0M-$11.9M

Provisions reduced 114.2% — improving credit quality or reserve release boosting reported earnings.

Net Income
P&L
+25.7%
$100.3M$126.0M

Net income grew 25.7% — bottom-line growth signals improving overall business health.

Operating Cash Flow
Cash Flow
+20.2%
$127.7M$153.4M

Operating cash flow grew 20.2% — strong conversion of earnings to cash, healthy business fundamentals.

Stockholders Equity
Balance Sheet
+18.4%
$1.6B$1.9B

Equity base grew 18.4% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Total Assets
Balance Sheet
+16.4%
$14.4B$16.8B

Asset base grew 16.4% — expansion through organic growth, acquisitions, or capital deployment.

Total Liabilities
Balance Sheet
+16.1%
$12.8B$14.9B

Liabilities increased 16.1% — monitor debt-to-equity ratio and interest coverage.

Total Deposits
Balance Sheet
+14.8%
$12.1B$13.9B

Deposits grew 14.8% — expanding customer base or increased trust in the institution.

Net Interest Income
P&L
+12%
$669.2M$749.7M

Net interest income grew 12% — benefiting from rate environment or loan book expansion.

LANGUAGE CHANGES
NEW — 2026-02-25
PRIOR — 2025-02-25
ADDED
As of December 31, 2025, the Company had 146,107,964 shares outstanding and a market capitalization of approximately $1.753 billion.
Copies of our filings may be obtained, without charge, by written request to Shareholder Relations, 3 Easton Oval, Suite 500, Columbus, Ohio 43219, or emailing shareholderrelations@northwest.com.
As of December 31, 2025, Northwest Bank operated 161 community-banking locations throughout its market area in Pennsylvania, western New York, northeastern Ohio, and Indiana.
Acquisition of Penns Woods On July 25, 2025, the Company completed its acquisition of Penns Woods Bancorp, Inc.
("Penns Woods"), pursuant to the merger agreement, which was entered into by the Company and Penns Woods on December 16, 2024 (the "Merger Agreement").
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REMOVED
As of December 31, 2024, the Company had 127,508,003 shares outstanding and a market capitalization of approximately $1.682 billion.
Copies of our filings may be obtained, without charge, by written request to Shareholder Relations, 100 Liberty Street, P.O.
Box 128, Warren, Pennsylvania 16365, or emailing shareholderrelations@northwest.com.
Our 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.
Agreement to Acquire Penns Woods On December 16, 2024, the Company and Penns Woods Bancorp, Inc., a Pennsylvania corporation ( Penns Woods ), entered into an Agreement and Plan of Merger (the Merger Agreement ).
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