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Acquisition
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisition
     
On July 25, 2025, the Company completed the previously announced merger with Penns Woods Bancorp, Inc. (“Penns Woods”), the holding company for Jersey Shore State Bank and Luzerne Bank, along with the mergers of Jersey Shore State Bank and Luzerne Bank (collectively referred to as "Penns Woods"), with and into Northwest Bank, for total consideration of $234 million. The transaction expanded Northwest’s franchise by 21 branch locations across North Central and Northeastern Pennsylvania after the consolidation. The results of Penns Woods operations are included in the Consolidated Statements of Income from the date of acquisition.

The Penns Woods transactions constitute a business combination as defined by FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values based on preliminary valuations as of the acquisition date.

Under the terms of the merger agreement, each share of Penns Woods common stock was converted into 2.385 shares of the Company's common stock, or a total of 18,226,469 shares of common stock of the Company, valued at $230 million, based on the $12.63 per share closing price of the Company's stock on July 25, 2025 with cash in lieu of fractional shares paid at a rate of $13.14 per whole share of Company common stock. Additionally, any outstanding unexercised Penns Woods stock options of were cancelled in exchange for a cash payment at the spread value over the exercise price with total consideration paid of $4 million.

Goodwill associated with the Penns Woods acquisition totaled $64 million at June 30, 2026, which reflects expected synergies and economies of scale from the acquisition. The goodwill at June 30, 2026 was calculated based on the fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments described below. The Company recorded measurement period adjustment in the second quarter of 2026 related other assets which resulted in a net
$0.7 million increase in goodwill associated with the acquisition compared to December 31, 2025. As of July 25, 2026, the measurement period concluded and goodwill was finalized.

The following table shows the assessment of the consideration transferred and assets acquired and the liabilities assumed that were recorded at fair value on the date of acquisition, inclusive of the aforementioned measurement period adjustments (dollars in thousands): 
Consideration paid:
Northwest Bancshares, Inc. common stock issued$230,200 
Cash consideration paid3,607 
Total consideration paid233,807 
Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value
Cash and cash equivalents$34,506 
Investment securities available-for-sale160,728 
Loans, net1,814,501 
Federal Home Loan Bank stock29,408 
Premises and equipment15,862 
Core deposit intangible42,000 
Other assets107,932 
Deposits(1,617,611)
Borrowings(394,135)
Other liabilities(23,385)
Total identifiable net assets$169,806 
Goodwill$64,001 
    
We estimated the fair value of loans acquired from Penns Woods by utilizing a methodology wherein similar loans were aggregated into pools. Cash flows for each pool were determined by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value based on a market rate for similar loans. There was no carryover of Penns Woods allowance for credit losses associated with the loans we acquired as the loans were initially recorded at fair value. The following table presents additional information related to the acquired Penns Woods loan portfolio at the acquisition date, including the initial ACL recorded at acquisition on the PCD loans (amounts in thousands).

Non PCD loans
Principal balance at acquisition$1,766,599 
Net discount at acquisition(68,716)
Purchase price$1,697,883 
PCD loans
Principal balance at acquisition$119,416 
Initial allowance for credit losses at acquisition(6,029)
Non-credit discount at acquisition (2,798)
Purchase price$110,589 

The core deposit intangible represents the future economic benefit of acquired customer deposits. The fair value of the core deposit intangible asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The core deposit intangible asset recognized as part of the Penns Woods merger is being amortized over its estimated useful life of ten years utilizing an accelerated method.

The goodwill, which is not amortized for book purposes, was assigned to our only segment, Banking, and is not deductible for tax purposes.
The fair values of savings and transaction deposit accounts acquired from Penns Woods were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit were valued by projecting out the expected cash flows based on the contractual terms of the certificates of deposit. These cash flows were discounted based on a market rate for a certificate of deposit with a corresponding maturity.

The following table presents unaudited pro forma information as if the acquisition of Penns Woods had occurred on January 1, 2025. These results combine the historical results of Penns Woods in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2025. No adjustments have been made to the pro forma results regarding possible revenue enhancements or expense efficiencies. Pro forma adjustments below include the net impact of Penns Woods loan accretion, CDI amortization and the elimination of merger-related costs and day 1 provision expense for non-PCD acquired loans. The Company expects to achieve further operating cost savings and other business synergies, as a result of the acquisition, which are not reflected in the pro forma amounts below (dollars in thousands):

Proforma (unaudited)Proforma (unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Total revenues (1)$181,167 172,428 356,231 350,309 
Net income available to common shareholders53,552 42,542 104,264 94,667 
(1) Includes net interest income and total noninterest income

The Company's operating results for the three and six months ended June 30, 2026 includes the operating results of the acquired assets and assumed liabilities of Penns Woods subsequent to the acquisition on July 25, 2025. Due to the conversion of Penns Woods systems occurring at the merger date, as well as other streamlining and integration of the operating activities into those of the Company, historical reporting for the former Penns Woods operations is impracticable and thus disclosures of the revenue from the assets acquired and net income is impracticable for the period subsequent to acquisition.