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WESBANCO INC

For the period ended Mar 31, 2025. Filed May 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

WSBC$38.59-0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0000950170-24-119518

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0000950170-25-067145

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 123 current paragraphs.

58 unchanged; 48 reworded; 16 added; 14 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

On February 28, 2025, Wesbanco completed its acquisition of PFC, a bank holding company headquartered in Defiance, OH. For additional information regarding the acquisition, see Note 2, “Mergers and Acquisitions."

Current report

Wesbanco completed its acquisition of PFC on February 28, 2025. Wesbanco reported a net loss available to common shareholders for the first quarter of 2025 of $11.5 million, or $(0.15) per share, compared to net income of $33.2 million or $0.56 per share, for the first quarter of 2024. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses and the after-tax day one provision for credit losses on acquired loans, for the three months ended March 31, 2025, was $51.2 million or $0.66 per share, as compared to $33.2 million or $0.56 per share in the prior year's first three months (non-GAAP measures). Under the Current Expected Credit Loss (“CECL”) accounting standard, which ensures a forward-looking approach to credit risk, Wesbanco was required to estimate and record expected credit losses over the life of the acquired PFC loans. At March 31, 2025, Wesbanco recorded an allowance for credit losses of $88.5 million and a $59.4 million provision for the acquired loan portfolio. This required day one provision for credit losses on acquired loans is considered a non-recurring earnings impact as it is associated with the closing of the PFC acquisition and not indicative of operational or credit quality trends. The first quarter provision for credit losses was $68.9 million and the allowance for credit losses was $233.6 million at March 31, 2025.

Current report

For the first quarter of 2025, non-interest income increased $4.0 million, or 13.2% compared to the first quarter of 2024, due primarily to the acquisition of PFC which drove higher service charges on deposits, bank-owned life insurance (“BOLI”), digital banking income, and trust fees. Service charges on deposits increased $1.8 million year-over-year, reflecting the addition of PFC, fee income from new products and services and treasury management, and increased general consumer spending. BOLI increased $1.4 million year-over-year due to a $0.9 million death benefit received and the addition of PFC. Gross swap fees were $2.0 million in the first quarter, compared to $0.8 million in the prior year period, while fair value adjustments were a loss of $1.0 million compared to a gain of $0.8 million, respectively.

Current report

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended March 31, 2025 was $114.0 million, a $16.8 million, or 17.2%, increase year-over-year primarily due to the addition of the PFC expense base associated with approximately 900 employees and 70 financial centers. Equipment and software expense of $13.1 million, includes the additional cost of operating two core systems until conversion to one platform in mid-May. Amortization of intangible assets of $4.2 million increased $2.1 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC.

Current report

Service charges on deposits increased $1.8 million or 26.6% in the first quarter of 2025 compared to the first quarter of 2024, due to an increase in transactional fee income and treasury management fee income, with $0.9 million coming from the acquisition of PFC.

Current report

Digital banking income increased $0.7 million or 14.9% in the first quarter of 2025 compared to the first quarter of 2024, due to the acquisition of PFC and the corresponding increase in debit card interchange fee income.

Current report

Bank-owned life insurance increased $1.4 million or 65.8% in the first quarter of 2025 compared to the first quarter of 2024, due to more mortality benefits in 2025 accounting for $0.9 million of the increase as well as $0.5 million in income due to consolidating PFC bank-owned life insurance with Wesbanco.

Current report

Salaries and wages increased $5.6 million or 13.0% in the first quarter of 2025 as compared to the first quarter of 2024 due to an increase from the incorporation of approximately 900 PFC employees as well as an increase in bonus expense and severance payouts.

Current report

Net occupancy increased $1.2 million or 17.4% in the first quarter of 2025 as compared to the first quarter of 2024 due to the acquisition of PFC’s fixed assets and leases which caused an increase in repairs and general maintenance, lease payments, and utilities.

Current report

Amortization of intangible assets increased $2.1 million or 101.9% in the first quarter of 2025 as compared to the first quarter of 2024, due to the $151.5 million core deposit intangible asset that was created from the acquisition of PFC.

Current report

Supplies, postage and other operating expense increased by $1.7 million or 24.9% in the first quarter of 2025 as compared to the first quarter of 2024 primarily due to an increase in general operating expenses following the acquisition of PFC.

Current report

The benefit for income taxes was $0.7 million for the three months ended March 31, 2025, as compared to a provision of $7.7 million for the three months ended March 31, 2024. The benefit for income taxes is due to a net loss recorded for the three months ended March 31, 2025, which resulted from the day one provision for credit losses recorded on the PFC acquired loans as compared to net income for the three months ended March 31, 2024.

Current report

Total assets increased 46.7%, while shareholders' equity increased 35.5% at March 31, 2025 as compared to December 31, 2024. Total securities increased $908.2 million or 26.6% from December 31, 2024 to March 31, 2025, as a result of the PFC acquisition. In addition, approximately $775 million of lower coupon or variable rate PFC securities were sold and replaced with approximately $475 million of longer-term, higher coupon fixed rate securities. Total portfolio loans were $18.7 billion, which increased $6.0 billion or 47.5% since December 31, 2024 driven by acquired PFC loans of $5.9 billion and organic growth of $0.9 billion, with $0.8 billion from the commercial teams. Deposits increased $7.2 billion, or 50.6% from December 31, 2024, reflecting the addition of $6.9 billion of PFC deposits, which included $1.3 billion in certificates of deposit. At March 31, 2025, total demand deposits represented 49% of total deposits, with the non-interest bearing component representing 25%. Total organic deposit growth was 8.1% from the first quarter of 2024 to the first quarter of 2025. Total FHLB borrowings increased $476.5 million or 47.7% during the first three months of 2025, due to the addition of borrowings from PFC. Shareholders' equity increased $1.0 billion or 35.5% from December 31, 2024 to March 31, 2025, primarily due to the capital impact of the purchase of PFC.

Current report

Loans held for sale are typically originated residential mortgages that are committed to be sold into the secondary market, but at March 31, 2025, also include certain commercial loans from the PFC acquisition that have been designated for sale. Excluding PFC, loans held for sale were $21.4 million at March 31, 2025, an increase of $2.7 million or 14.7% from December 31, 2024.

Current report

Subordinated debentures and junior subordinated debt increased $81.1 million to $360.2 million at March 31, 2025, primarily as a result of subordinated debentures totaling $49.1 million and junior subordinated debt totaling $31.7 million from the PFC acquisition.
Removed paragraphs (14)

Previous report

On July 25, 2024, Wesbanco, Inc., Wesbanco Bank, Inc., Premier Financial Corp. (“Premier”) and Premier Bank entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things, the merger of Premier Financial with and into Wesbanco, Inc. (the “Merger”) and the merger of Premier Bank with and into Wesbanco Bank, Inc. upon the terms and subject to the conditions set forth in the Merger Agreement. For additional information regarding the Merger Agreement and the transactions contemplated thereby, see Note 2, “Mergers and Acquisitions” for more information.

Previous report

Net income available to common shareholders for the third quarter of 2024 was $34.7 million, with earnings per share of $0.54, compared to $34.3 million or $0.58 per share, for the third quarter of 2023. For the nine months ended September 30, 2024, net income available to common shareholders was $94.3 million, with earnings per share of $1.54, compared to $116.5 million or $1.96 per share, for the nine months ended September 30, 2023. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses, for the nine months ended September 30, 2024, was $98.8 million or $1.61 per share, as compared to $119.5 million or $2.01 per share in the prior year's first nine months (non-GAAP measures).

Previous report

For the third quarter of 2024, non-interest income decreased $1.3 million, or 4.1% compared to the third quarter of 2023, due to decreases in net swap fee and valuation income. The net swap fee and valuation loss of $0.6 million in the third quarter of 2024 reflected $1.1 million of new swap fees and ($1.7) million in net fair value adjustments, as compared to $2.5 million in fees and $1.4 million in net fair value adjustments, in the prior year third quarter. Slightly offsetting this decrease, trust fees increased $0.8 million from the third quarter of 2023, reflecting higher assets under management from organic growth and market value appreciation, and service charges on deposits increased $1.2 million from the third quarter of 2023, reflecting fee income from new products and services and increased general consumer spending.

Previous report

Non-interest expense, excluding restructuring and merger-related expenses, increased in the third quarter of 2024 by $1.9 million, or 2.0%, to $99.2 million, compared to the third quarter of 2023, reflecting increased equipment and software expense, FDIC insurance expense and other operating expenses. Equipment and software expense increased $1.0 million in the third quarter of 2024 compared to the prior year third quarter reflecting the impact of prior year ATM upgrades, which were phased in throughout the prior year. FDIC insurance expense increased in the third quarter of 2024 by $0.5 million due to an increase in the minimum rate for all banks. Other operating expenses increased $1.5 million in the third quarter of 2024 from the third quarter of 2023 primarily due to higher costs and fees in support of loan growth and higher other miscellaneous expenses. Offsetting these increases somewhat are decreases in salaries and wages and employee benefits expense, primarily due to lower staffing levels as a result of efficiency improvements in the mortgage and branch staffing models.

Previous report

For the first nine months of 2024, the effective tax rate was 17.3% as compared to 17.6% for the first nine months of 2023, and the provision for income taxes decreased by $5.2 million over the same time period. The decrease in the provision for income taxes and effective tax rate is due to the decrease in pre-tax income over the same period.

Previous report

Service charges on deposits increased $1.2 million or 18.1% in the third quarter of 2024 compared to the third quarter of 2023, due to an increase in transactional fee income, treasury management fee income and increased general consumer spending. Service charges on deposits increased $2.7 million or 14.2% in the first nine months of 2024 as compared to the same period in 2023 for similar reasons as that for the three months ended.

Previous report

Salaries and wages decreased $0.5 million or 1.0% in the third quarter of 2024 as compared to the third quarter of 2023 due to lower staffing levels associated with efficiency improvements in the mortgage and branch staffing models and were partially offset by normal compensation merit adjustments. The average full time equivalent employees decreased by 6.2% from the third quarter of 2023 to the third quarter of 2024 due to the elimination of certain branch staffing, residential lending and related back-office positions. Salaries and wages were flat in the first nine months of 2024 as compared to the first nine months of 2023.

Previous report

Employee benefits expense decreased by $0.4 million or 3.4% in the third quarter of 2024 as compared to the third quarter of 2023. This decrease was primarily due to a $0.7 million decrease in other benefits expenses and a $0.5 million decrease in health insurance driven by lower staffing levels. This is partially offset by an increase in deferred compensation expense. Similarly, employee benefits expense decreased $1.2 million or 3.4% in the first nine months of 2024 as compared to the first nine months of 2023.

Previous report

Professional fees increased by $0.6 million or 15.1% in the third quarter of 2024 as compared to the third quarter of 2023, due to increased loan origination fees resulting from an increase in loan volume, increased legal fees and higher other professional fees. Similarly, for the nine months ended September 30, 2024, professional fees increased $2.9 million or 25.8% from the same period in 2023.

Previous report

Supplies, postage and other operating expense increased by $1.0 million or 16.8% in the third quarter of 2024 as compared to the third quarter of 2023 primarily due to higher costs and fees in support of loan growth and other miscellaneous expenses. Similarly, supplies, postage and other expense increased $2.9 million or 14.5% in the first nine months of 2024 as compared to the same period in 2023.

Previous report

Total assets increased 4.5%, while shareholders' equity increased 10.6% at September 30, 2024 as compared to December 31, 2023. Total securities decreased $1.9 million or 0.1% from December 31, 2023 to September 30, 2024, as investment runoff was reinvested in new securities. Total portfolio loans were $12.5 billion, which increased $0.8 billion or 7.0% since December 31, 2023 driven by strong performance from our commercial and residential lending teams. Deposits increased $0.7 billion, or 5.1% from December 31, 2023, reflecting the benefit of deposit gathering and retention efforts by our retail and commercial teams. The composition of total deposits continues to have some mix shift; however, total demand deposits continue to represent 54% of total deposits, with the non-interest bearing component representing 27%, which remains consistent with the percentage range prior to the pandemic. The overall decrease in transaction-based accounts is primarily attributable to customers' preferences as deposit rates have risen in the current market environment. Deposits were also somewhat impacted by bonus and royalty payments for Marcellus and Utica shale gas payments from energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio, and northern West Virginia markets. Total FHLB borrowings decreased $175.0 million or 13.0% during the first nine months of 2024, as proceeds were used from the $200 million of common equity raised in the third quarter to pay down borrowings. Shareholders' equity increased $268.5 million or 10.6% from December 31, 2023 to September 30, 2024, primarily due to the capital raise, increases in other comprehensive income, and net income exceeding dividends declared for the period.

Previous report

Loans held for sale at both September 30, 2024 and December 31, 2023 are originated residential mortgages that are committed to be sold into the secondary market. Loans held for sale increased by $5.8 million or 35.3% from December 31, 2023 due to increased originations in the second and third quarters of 2024, as compared to those in the fourth quarter of 2023.
Reworded paragraphs (48)

Previous wording

Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of Wesbanco for the three and nine months ended September 30, 2024. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

Current wording

Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of Wesbanco for the three months ended March 31, 2025. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

Previous wording

Forward-looking statements in this report relating to Wesbanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with Wesbanco’s Form 10-K for the year ended December 31, 2023 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”) including Wesbanco's Form 10-Q for the quarters ending March 31, 2024 and June 30, 2024, which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Wesbanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A and in Part II, Item 1A of this Form 10-Q. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the proposed merger with Premier Financial Corporation (“Premier”) may not close when expected, that the businesses of Wesbanco and Premier may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger of Wesbanco and Premier may not be fully realized within the expected timeframes; disruption from the proposed merger of Wesbanco and Premier may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the proposed Merger may not be obtained on the expected terms and schedule; Premier’s shareholders and/or the Company’s shareholders may not approve the proposed Merger; the shareholders of the Company may not approve the issuance of shares of the Company’s common stock in connection with the Merger; the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, the Consumer Financial Protection Bureau and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third pa…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Forward-looking statements in this report relating to Wesbanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with Wesbanco’s Form 10-K for the year ended December 31, 2024 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”) which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Wesbanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A and in Part II, Item 1A of this Form 10-Q. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the businesses of Wesbanco and Premier Financial Corp. ("PFC") may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger of Wesbanco and PFC may not be fully realized within the expected timeframes; disruption from the merger of Wesbanco and PFC may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, the Consumer Financial Protection Bureau and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting Wesbanco’s operational and financial performance. Wesbanco does not assume any duty to update forward-looking statements.

Previous wording

Wesbanco is a multi-state bank holding company operating through 192 branches and 186 ATM machines in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana and Maryland, offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. Wesbanco’s businesses are significantly impacted by economic factors such as market interest rates, federal monetary and regulatory policies, local and regional economic conditions and the competitive environment’s effect upon Wesbanco’s business volumes. Wesbanco’s deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of Wesbanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates, as well as loan terms offered by competing lenders.

Current wording

Wesbanco is a multi-state bank holding company operating through 253 branches and 270 ATM machines in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana, Michigan and Maryland, offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. Wesbanco’s businesses are significantly impacted by economic factors such as market interest rates, federal monetary and regulatory policies, local and regional economic conditions and the competitive environment’s effect upon Wesbanco’s business volumes. Wesbanco’s deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of Wesbanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates, as well as loan terms offered by competing lenders.

Previous wording

Net interest income increased $3.5 million or 2.9% in the third quarter of 2024 compared to the same quarter of 2023, due to increases in earning asset yields and loan growth slightly outpacing increases in interest bearing liabilities. Over the same time period, the yield on earning assets increased by a total of 47 basis points while the cost of interest bearing liabilities increased by 69 basis points from increasing deposit costs and higher cost wholesale borrowings. Average loan balances increased by 9.6% from the third quarter of 2023, mainly attributable to commercial loan demand, while average securities decreased by 7.0% over the same time period as investment maturities and calls were used to partially fund the loan growth. Average deposits increased 5.0% over the same time period as a result of deposit gathering and retention efforts by the retail and commercial teams. Accretion from prior acquisitions benefited both the third quarter 2024 and third quarter 2023 net interest margin by two basis points. For the nine months ended September 30, 2024, net interest income decreased $11.9 million or 3.3% from the first nine months of 2023 due to the impact of rising rates on deposit and borrowing costs exceeding that of loan growth and earning asset yields on a year-to-date basis.

Current wording

Net interest income increased $44.6 million or 39.1% in the first quarter of 2025 compared to the same quarter of 2024, reflecting the impact of a larger balance sheet from the PFC acquisition, organic loan growth, higher loan and securities yields and $9.1 million of purchase accounting accretion from acquisitions. The yield on earning assets increased by a total of 35 basis points while the cost of interest bearing liabilities decreased by 20 basis points from the first quarter of 2024 to the first quarter of 2025. Average loan balances increased by 25.2% from the first quarter of 2024, mainly attributable to the PFC acquisition and organic commercial loan growth, while average securities increased by 7.6% over the same time period. Average deposits increased 24.3% over the same time period as a result of the PFC acquisition and deposit gathering and retention efforts by the retail and commercial teams producing organic deposit growth. Accretion from acquisitions benefited the first quarter 2025 net interest margin by 19 basis points as compared to three basis points in the first quarter 2024 net interest margin.

Previous wording

Loan growth and adjustments in regional macroeconomic factors and loan concentrations resulted in a provision for credit losses of $4.8 million in the third quarter of 2024, as compared to a provision of $6.3 million in the third quarter of 2023. Annualized net loan charge-offs, as a percentage of average portfolio loans, were 0.05% and 0.01% for the third quarters of 2024 and 2023, respectively.

Current wording

In addition to the $59.4 million day one provision for credit losses on acquired loans, the provision increased due to loan growth and adjustments in regional macroeconomic factors and loan concentrations, which resulted in a total provision for credit losses of $68.9 million in the first quarter of 2025, as compared to a provision of $4.0 million in the first quarter of 2024. Annualized net loan charge-offs, as a percentage of average portfolio loans, were 0.08% and 0.20% for the first quarters of 2025 and 2024, respectively.

Previous wording

The provision for income taxes was $7.5 million for the three months ended September 30, 2024, which is flat compared to the provision for the three months ended September 30, 2023. The unchanged provision for income taxes is due to a $0.5 million increase in pre-tax income over the same time period, while the effective tax rate decreased slightly from 17.4% to 16.8% for the quarter. The provision for income taxes was $21.3 million for the nine months ended September 30, 2024, which is a $5.2 million decrease compared to the provision for the nine months ended September 30, 2023, as pre-tax income decreased by $27.3 million over the same time period.

Current wording

For the first quarter of 2025, the effective tax rate was 7.0% as compared to 17.7% for the first three months of 2024, and the benefit for income taxes was $0.7 million for the three months ended March 31, 2025, as compared to a provision of $7.7 million for the three months ended March 31, 2024. The benefit for income taxes is due to a net loss recorded for the three months ended March 31, 2025, which resulted from the day one provision for credit losses recorded on the PFC acquired loans as compared to net income for the three months ended March 31, 2024.

Previous wording

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income increased $3.5 million or 2.9% in the third quarter of 2024 compared to the third quarter of 2023. The increase is due to an increase of average portfolio loans of 9.6% in the third quarter of 2024 as compared to the third quarter of 2023, due to strong new loan growth and strategic loan production office and lender hiring initiatives. Conversely, net interest income decreased $11.9 million or 3.3% in the first nine months of 2024 as compared to the same period of 2023. This decrease was due to a 25 basis point decrease year over year in the net interest margin to 2.94% for the first nine months of 2024. The decrease in margin is due to higher funding costs and the associated remix from non-interest bearing deposits into higher tier money market and certificate of deposit accounts. Total purchase accounting accretion was flat in the third quarter of 2024 as compared to the third quarter of 2023, as approximately two basis points of accretion from prior acquisitions was included in each quarter's net interest margin. Total average deposits increased by $654.4 million or 5.0% in the third quarter of 2024 as compared to the third quarter of 2023. The cost of interest bearing deposits increased by 84 basis points and the cost of total interest bearing liabilities increased by 69 basis points from the third quarter of 2023 to the third quarter of 2024. The increase in the cost is primarily due to rate increases for interest bearing deposits in response to the general increase in overall deposit rates in the marketplace.

Current wording

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. In the first quarter of 2025, Wesbanco successfully completed its acquisition of PFC. Net interest income increased $44.6 million or 39.1% in the first quarter of 2025 compared to the first quarter of 2024. The increase is due to an increase of average loans of 25.2% in the first quarter of 2025 as compared to the first quarter of 2024, due to the acquisition of PFC, strong new loan growth, strategic loan production office and lender hiring initiatives. In addition, total purchase accounting accretion contributed 19 basis points to the first quarter 2025 net interest margin as compared to three basis points of margin contribution in the first quarter of 2024. Total average deposits increased by $3.2 billion or 24.3% in the first quarter of 2025 as compared to the first quarter of 2024. The cost of interest bearing deposits decreased by one basis point and the cost of total interest bearing liabilities decreased by 20 basis points from the first quarter of 2024 to the first quarter of 2025. The decrease in the cost is primarily due to rate decreases for interest bearing deposits in response to the general decrease in overall deposit rates in the marketplace as well as purchase accounting accretion on certificates of deposit.

Previous wording

Interest income increased $30.1 million or 16.4% in the third quarter of 2024 compared to the same period of 2023 and $91.9 million or 17.7% in the first nine months of 2024 compared to the same period of 2023. Average loan balances increased $1.1 billion or 9.6% in the third quarter of 2024 compared to the third quarter of 2023, while loan yields increased by 47 basis points during this same period to 5.93% due to the previously mentioned rising rate environment and its effect on the repricing of portfolio loans. Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In the third quarter of 2024, average loans represented 75.1% of average earning assets, an increase from 72.5% in the third quarter of 2023. Average total securities balances decreased $269.9 million or 7.0% from the third quarter of 2023, and represented 21.9% of total earning assets in the third quarter of 2024. Taxable securities yields increased by 14 basis points in the third quarter of 2024 from the third quarter of 2023. Tax-exempt securities yields, which are the highest yields within total securities, increased two basis points from the third quarter of 2023.

Current wording

Interest income increased $57.9 million or 29.6% in the first quarter of 2025 compared to the same period of 2024. Average loan balances increased $3.0 billion or 25.2% in the first quarter of 2025 compared to the first quarter of 2024, while loan yields increased by 31 basis points during this same period to 6.02% due to previously mentioned acquisition of PFC and accompanying loan growth of higher yielding loans. Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In the first quarter of 2025, average loans represented 76.1% of average earning assets, an increase from 74.0% in the first quarter of 2024. Average total securities balances increased $281.8 million or 7.6% from the first quarter of 2024 and represented 20.5% of total earning assets in the first quarter of 2025. Taxable securities yields increased by 40 basis points in the first quarter of 2025 from the first quarter of 2024. Tax-exempt securities yields, which are the highest yields within total securities, increased 10 basis points from the first quarter of 2024.

Previous wording

Interest expense increased $26.7 million in the third quarter of 2024 and $103.7 million in the first nine months of 2024 as compared to the same periods in 2023, due to the timing of the prior year federal funds rate increases and their effect on the costs of deposits and borrowings. The cost of interest bearing liabilities increased by 69 basis points from the third quarter of 2023 to 3.21% in the third quarter of 2024. Average interest bearing deposits increased $1.1 billion or 12.1% from the third quarter of 2023. The rate on interest bearing deposits increased 84 basis points to 2.85% from the third quarter of 2023, primarily from increases in rates on interest bearing public funds, money market funds and savings deposits, and a mix shift from non-interest bearing demand deposits into interest bearing demand deposits and certificates of deposit. Average non-interest bearing demand deposit balances decreased from the third quarter of 2023 to the third quarter of 2024 by $408.3 million or 9.7%, and were 28.0% of total average deposits at September 30, 2024, compared to 32.5% at September 30, 2023, reflecting customers' preferences in the previously mentioned interest rate environment. For the third quarter of 2024, Wesbanco's average loans to average deposits ratio was 90.6%, reflecting additional capacity to lend. The average balance of FHLB borrowings increased $43.7 million from the third quarter of 2023 to the third quarter of 2024. The average balance of repurchase agreements and subordinated and junior subordinated debt balances remain virtually unchanged from the third quarter of 2023 to the third quarter of 2024.

Current wording

Interest expense increased $13.3 million in the first quarter of 2025 as compared to the same period in 2024, due to both the timing of the prior year federal funds rate decreases and their effect on the costs of deposits and borrowings and the acquisition of PFC. The cost of interest bearing liabilities decreased by 20 basis points from the first quarter of 2024 to 2.78% in the first quarter of 2025. Average interest bearing deposits increased $2.8 billion or 30.1% from the first quarter of 2024. The rate on interest bearing deposits decreased one basis point to 2.55% from the first quarter of 2024. Average non-interest bearing demand deposit balances decreased from the first quarter of 2024 to the first quarter of 2025 by $404.9 million or 10.4%, and were 26.1% of total average deposits at March 31, 2025, compared to 29.4% at March 31, 2024, reflecting customers' preferences in the current interest rate environment. For the first quarter of 2025, Wesbanco's average loans to average deposits ratio was 89.3%, reflecting additional capacity to lend. The average balance of FHLB borrowings decreased $74.4 million from the first quarter of 2024 to the first quarter of 2025. The average balance of repurchase agreements and subordinated and junior subordinated debt balances increased $26.2 million from the first quarter of 2024 to the first quarter of 2025.

Previous wording

Gross of allowance for credit losses, net of unearned income and includes non-accrual loans and loans held for sale. Loan fees included in interest income on loans were $0.5 million and $0.8 million for the three months ended September 30, 2024 and 2023, respectively, and were $1.8 million and $1.9 million for the nine months ended September 30, 2024 and 2023, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $0.8 million and $1.0 million for the three months ended September 30, 2024 and 2023, respectively, and $2.3 million and $3.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Gross of the allowance for credit losses, net of unearned income and includes non-accrual loans and loans held for sale. Loan fees included in interest income on loans were $1.6 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $6.9 million and $0.8 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $7 thousand and $35 thousand for the three months ended September 30, 2024 and 2023, and $0.2 million and $0.3 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $2.3 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

The provision for credit losses – loans is the amount to be added to the allowance for credit losses – loans after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb lifetime expected losses for all portfolio loans. The provision for credit losses – loan commitments is the amount to be added to the allowance for credit losses for loan commitments to bring that allowance to a level considered appropriate to absorb lifetime expected losses on unfunded loan commitments. The provision for credit losses - loans and loan commitments decreased to $4.8 million in the third quarter of 2024 compared to a provision of $6.3 million in the third quarter of 2023. The $4.8 million provision in the third quarter of 2024 was a result of continued loan growth and adjustments in regional macroeconomic factors and loan concentrations as well as an increase in net charge-offs and was partially offset by a reduction in the reserve for individually evaluated loans. Non-performing loans were 0.24% of total portfolio loans as of September 30, 2024, decreasing from 0.26% of total portfolio loans at the end of the third quarter of 2023. Criticized and classified loans were 2.36% of total portfolio loans as of September 30, 2024, increasing from 2.22% as of September 30, 2023, due to downgrades within the loan portfolio. Past due loans at September 30, 2024 were 0.44% of total portfolio loans, compared to 0.22% at September 30, 2023. Annualized net loan charge-offs were 0.11% for the nine months ended September 30, 2024, compared to 0.03% for the nine months ended September 30, 2023. Please see the Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion.

Current wording

The provision for credit losses – loans is the amount to be added to the allowance for credit losses – loans after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb lifetime expected losses for all portfolio loans. The provision for credit losses – loan commitments is the amount to be added to the allowance for credit losses for loan commitments to bring that allowance to a level considered appropriate to absorb lifetime expected losses on unfunded loan commitments. For the first quarter of 2025, we recorded a provision for credit losses of $68.9 million, which is an increase of $64.9 million compared to the provision for credit losses of $4.0 million recorded in the first quarter of 2024, primarily due to the initial provision expense recorded for the PFC acquired loans. As compared to the same period in the prior year, the increase in provision for credit losses for the three months ended March 31, 2025, outside of the initial provision expense recorded on non-PCD loans and unfunded commitments due to the PFC acquisition, primarily reflects an increase in the reserve for individually evaluated loans, the impact of continued uncertainty in the economic outlook on certain commercial portfolios, and an increase in the Bank’s percentage of criticized and classified loans.

Previous wording

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 19.6% of total revenue for the three months ended September 30, 2024. Wesbanco offers its customers a wide range of retail, commercial, investment and digital banking services, which are viewed as a vital component of Wesbanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to Wesbanco. For the third quarter of 2024, non-interest income decreased $1.3 million or 4.1% compared to the third quarter of 2023, primarily due to a $4.5 million decrease in net swap fee and valuation income. This was partially offset by a $1.2 million increase in service charges on deposits, a $1.0 million increase in net securities gains, a $0.8 million increase in trust fees, and a $0.3 million increase in mortgage banking income.

Current wording

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 17.9% of total revenue for the three months ended March 31, 2025. Wesbanco offers its customers a wide range of retail, commercial, investment and digital banking services, which are viewed as a vital component of Wesbanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to Wesbanco. For the first quarter of 2025, non-interest income increased $4.0 million or 13.2% compared to the first quarter of 2024, primarily due to a $1.8 million increase in service charges on deposits, a $1.4 million increase in bank-owned life insurance, a $0.7 million increase in digital banking income, a $0.6 million increase in trust fees, and a $0.4 million increase in mortgage banking income. This was partially offset by a $0.9 million decrease in net securities gains and a $0.6 million decrease in net swap fee and valuation income.

Previous wording

Trust fees increased $0.8 million or 12.1% compared to the third quarter of 2023, due to an increase in the market value of trust assets. Total trust assets were $6.1 billion as of September 30, 2024 as compared to $5.0 billion at September 30, 2023. As of September 30, 2024, trust assets include managed assets of $5.0 billion and non-managed (custodial) assets of $1.1 billion. Assets managed for the WesMark Funds, a proprietary group of mutual funds that is advised by Wesbanco Trust and Investment Services, were $0.9 billion and $0.8 billion as of September 30, 2024 and September 30, 2023, respectively, and are included in managed assets. Trust fees increased $1.8 million or 8.5% in the first nine months of 2024 as compared to the first nine months of 2023 for similar reasons as that for the three months ended.

Current wording

Trust fees increased $0.6 million or 7.6% compared to the first quarter of 2024, due to an increase in the market value of trust assets. Total trust assets were $7.0 billion as of March 31, 2025, including $1.0 billion in trust assets acquired in the PFC acquisition, as compared to $5.6 billion at March 31, 2024. As of March 31, 2025, trust assets include managed assets of $5.5 billion and non-managed (custodial) assets of $1.5 billion. Assets managed for the WesMark Funds, a proprietary group of mutual funds that is advised by Wesbanco Trust and Investment Services, were $0.8 billion and $0.9 billion as of March 31, 2025 and March 31, 2024, respectively, and are included in managed assets.

Previous wording

Net swap fee and valuation income, which includes fair value adjustments, decreased $4.5 million or 116.3% in the third quarter of 2024 compared to the third quarter of 2023, due to a decrease in swap fee income and fair value adjustments on existing swaps. For the three months ended September 30, 2024, new swaps executed of $71.8 million in notional principal resulted in $1.1 million of fee income as compared to new swaps executed of $178.1 million in notional principal, resulting in $2.5 million of fee income for the three months ended September 30, 2023. Fair value adjustments on existing swaps for the three months ended September 30, 2024 were negative $1.7 million as compared to positive $1.4 million for the three months ended September 30, 2023. For the first nine months of 2024, net swap fee and valuation income decreased by $4.5 million or 62.6% from the first nine months of 2023. During this time period, new swap fee income decreased by $3.1 million along with a $1.4 million decrease in fair value adjustments on existing swaps.

Current wording

Net swap fee and valuation income, which includes fair value adjustments, decreased $0.6 million or 38.5% in the first quarter of 2025 compared to the first quarter of 2024, due to a decrease in fair value adjustments on existing swaps offset by an increase in swap fee income. For the three months ended March 31, 2025, new swaps executed of $159.7 million in notional principal resulted in $2.0 million of fee income as compared to new swaps executed of $36.6 million in notional principal, resulting in $0.8 million of fee income for the three months ended March 31, 2024. Fair value adjustments on existing swaps for the three months ended March 31, 2025 were negative $1.0 million as compared to positive $0.8 million for the three months ended March 31, 2024.

Previous wording

Net securities gains include both gains and losses on investment security transactions as well as market value adjustments on Wesbanco's deferred compensation plan. For the three months ended September 30, 2024, net securities gains increased $1.0 million compared to the same period in 2023, due to a $0.6 million increase in market adjustments on the deferred compensation plan in the third quarter of 2024 as compared to a $0.2 million decrease in market adjustments in the third quarter of 2023. For the nine months ended September 30, 2024, net securities gains increased by $1.3 million from the nine months of 2023 for the same reasons.

Current wording

Net securities gains include both gains and losses on investment security transactions as well as market value adjustments on Wesbanco's deferred compensation plan. For the three months ended March 31, 2025, net securities gains decreased $0.9 million compared to the same period in 2024, due to a $0.4 million decrease in market adjustments on the deferred compensation plan in the first quarter of 2025 as compared to a $0.6 million increase in market adjustments in the first quarter of 2024.

Previous wording

Mortgage banking income increased $0.3 million or 31.3% in the third quarter of 2024 compared to the third quarter of 2023, due to an increase in sale margins, partially offset by a decrease in fair value adjustments on mortgage derivatives. For the third quarter of 2024, total mortgage production was $167.2 million, which increased by 1.0% from the third quarter of 2023. For the three months ended September 30, 2024, $84.9 million in mortgages were sold into the secondary market as compared to $90.3 million in the comparable 2023 period. Included in mortgage banking income above are a loss of $0.6 million and a gain of $0.6 million from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended September 30, 2024 and 2023, respectively. Mortgage banking income increased by $1.0 million or 52.0% from the first nine months of 2023 to the first nine months of 2024 for similar reasons as that for the three months ended.

Current wording

Mortgage banking income increased $0.4 million or 64.5% in the first quarter of 2025 compared to the first quarter of 2024, due to an increase in fair value adjustments on mortgage derivatives. For the first quarter of 2025, total mortgage production was $116.1 million, which increased by 9.2% from the first quarter of 2024. For the three months ended March 31, 2025, $62.0 million in mortgages were sold into the secondary market as compared to $48.4 million in the comparable 2024 period. Included in mortgage banking income above are a gain of $0.4 million and a loss of $0.1 million from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Non-interest expense in the third quarter of 2024 increased $3.2 million or 3.3% as compared to the same quarter in 2023, principally from a $1.3 million increase in restructuring and merger-related expenses, a $1.0 million increase in supplies, postage and other operating expense, and a $1.0 million increase in equipment and software expense. These increases were partially offset by a $0.5 million decrease in salaries and wages and a $0.4 million decrease in employee benefits.

Current wording

Non-interest expense in the first quarter of 2025 increased $36.8 million or 37.8% as compared to the same quarter in 2024, principally from a $20.0 million increase in restructuring and merger-related expenses, a $5.6 million increase in salaries and wages, a $3.0 million increase in equipment and software expense, a $2.1 million increase in amortization of intangible assets, a $1.7 million increase in supplies, postage and other operating expense, and a $1.2 million increase in net occupancy.

Previous wording

Equipment and software costs increased $1.0 million or 11.2% in the third quarter of 2024 as compared to the third quarter of 2023, due primarily to continued improvements made in automating and enhancing processes, along with the upgrade of Wesbanco’s ATM fleet with newer technology, which occurred throughout 2023. Similarly, equipment and software costs increased $3.6 million or 13.3% in the first nine months of 2024 as compared to the first nine months of 2023.

Current wording

Equipment and software costs increased $3.0 million or 30.4% in the first quarter of 2025 as compared to the first quarter of 2024, due primarily to the acquisition of PFC which caused the additional cost of operating two core systems until conversion to one platform in mid-May and the continued improvements made in automating and enhancing processes.

Previous wording

Restructuring and merger-related expenses increased $1.3 million in the third quarter of 2024 as compared to the third quarter of 2023, due to merger-related expenses incurred for the potential acquisition of Premier Financial. Similarly, for the nine months ended September 30, 2024, restructuring and merger-related expenses increased $1.9 million from the same period in 2023.

Current wording

Restructuring and merger-related expenses increased $20.0 million in the first quarter of 2025 as compared to the first quarter of 2024, due to merger-related expenses incurred for the acquisition of PFC.

Previous wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreased by $1.9 million or 0.1% from December 31, 2023 to September 30, 2024. Through the first nine months of the year, the available-for-sale portfolio increased by $34.2 million or 1.6%, primarily due to $213.4 million in purchases and a decrease of $58.6 million in unrealized losses, partially offset by $198.0 million in paydowns and $37.0 million in maturities and calls. The held-to-maturity portfolio decreased by $37.2 million or 3.1% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 12 basis points from 2.52% at December 31, 2023 to 2.64% at September 30, 2024, primarily due to new investment purchases at higher rates and increases in the indices tied to variable rate securities.

Current wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, increased by $908.2 million or 26.6% from December 31, 2024 to March 31, 2025. Through the first three months of the year, the available-for-sale portfolio increased by $903.0 million or 40.2%. In the PFC acquisition, Wesbanco acquired approximately $1.1 billion in available-for-sale investment securities. Immediately following the acquisition, portfolio restructuring was completed of which $775.0 million of the acquired securities were sold and were replaced with $475.0 million of higher coupon, longer-term securities. The held-to-maturity portfolio, which had no impact from the acquisition, decreased by $9.5 million or 0.8% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 52 basis points from 2.67% at December 31, 2024 to 3.19% at March 31, 2025, primarily due to the acquisition of PFC's investment securities at current market rates and the purchase of replacement securities at higher current rates.

Previous wording

Total gross unrealized securities losses decreased $78.8 million from $438.3 million at December 31, 2023 to $359.5 million at September 30, 2024. The decrease in unrealized losses from December 31, 2023 was due to a decrease in market rates in 2024 to date, causing market prices to increase. Wesbanco believes that none of the unrealized losses on available-for-sale securities at September 30, 2024 require an allowance for credit losses. Please refer to Note 4, “Securities,” of the Consolidated Financial Statements for additional information. Wesbanco does not have any investments in private mortgage-backed securities or those that are collateralized by sub-prime mortgages, nor does Wesbanco have any exposure to collateralized debt obligations or government-sponsored enterprise preferred stocks.

Current wording

Total gross unrealized securities losses decreased $40.4 million from $441.7 million at December 31, 2024 to $401.3 million at March 31, 2025. The decrease in unrealized losses from December 31, 2024 was due to a decrease in market rates in 2025 to date, causing market prices to increase. Wesbanco believes that none of the unrealized losses on available-for-sale securities at March 31, 2025 require an allowance for credit losses. Please refer to Note 4, “Securities,” of the Consolidated Financial Statements for additional information. Wesbanco does not have any investments in private mortgage-backed securities or those that are collateralized by sub-prime mortgages, nor does Wesbanco have any exposure to collateralized debt obligations or government-sponsored enterprise preferred stocks.

Previous wording

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of September 30, 2024 and December 31, 2023 were $188.1 million and $233.2 million, respectively. These net unrealized pre-tax losses represent temporary fluctuations resulting from changes in market rates in relation to fixed yields in the available-for-sale portfolio, and on an after-tax basis are accounted for as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $109.6 million at September 30, 2024, compared to $130.4 million at December 31, 2023. With approximately 34% of the investment portfolio in the held-to-maturity category, the recent volatility in interest rates does not have as much impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

Current wording

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of March 31, 2025 and December 31, 2024 were $195.7 million and $223.8 million, respectively. These net unrealized pre-tax losses represent temporary fluctuations resulting from changes in market rates in relation to fixed yields in the available-for-sale portfolio, and on an after-tax basis are accounted for as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $140.6 million at March 31, 2024, compared to $146.1 million at December 31, 2024. With approximately 26% of the investment portfolio in the held-to-maturity category, the recent volatility in interest rates does not have as much impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

Previous wording

The corporate and municipal bonds in Wesbanco’s held-to-maturity debt portfolio are analyzed quarterly to determine if an allowance for current expected credit losses is warranted. Wesbanco uses a database of historical financials of all corporate and municipal issuers and actual historic default and recovery rates on rated and non-rated transactions to estimate expected credit losses on an individual security basis. The expected credit losses are adjusted quarterly and are recorded in an allowance for expected credit losses on the balance sheet, which is deducted from the amortized cost basis of the held-to-maturity portfolio as a contra asset. The losses are recorded on the consolidated income statement in the provision for credit losses. Accrued interest receivable on held-to-maturity securities, which was $8.4 million and $8.8 million as of September 30, 2024 and December 31, 2023, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S. Government sponsored entities and agencies as well as mortgage-backed securities and collateralized mortgage obligations, which are all either issued by a direct governmental entity or a government-sponsored entity, have no historical evidence supporting expected credit losses; therefore, Wesbanco has estimated these losses at zero, and will monitor this assumption in the future for any economic or governmental policies that could affect this assumption.

Current wording

The corporate and municipal bonds in Wesbanco’s held-to-maturity debt portfolio are analyzed quarterly to determine if an allowance for current expected credit losses is warranted. Wesbanco uses a database of historical financials of all corporate and municipal issuers and actual historic default and recovery rates on rated and non-rated transactions to estimate expected credit losses on an individual security basis. The expected credit losses are adjusted quarterly and are recorded in an allowance for expected credit losses on the balance sheet, which is deducted from the amortized cost basis of the held-to-maturity portfolio as a contra asset. The losses are recorded on the consolidated income statement in the provision for credit losses. Accrued interest receivable on held-to-maturity securities, which was $8.2 million and $8.4 million as of March 31, 2025 and December 31, 2024, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S. Government sponsored entities and agencies as well as mortgage-backed securities and collateralized mortgage obligations, which are all either issued by a direct governmental entity or a government-sponsored entity, have no historical evidence supporting expected credit losses; therefore, Wesbanco has estimated these losses at zero, and will monitor this assumption in the future for any economic or governmental policies that could affect this assumption.

Previous wording

Total portfolio loans increased $0.8 billion or 7.0% from December 31, 2023, and have increased $1.1 billion or 10.0% over the past twelve months. The increase over the last twelve months was driven by a 36.8% growth in land and construction loans due to increased originations. Originations have outpaced repayments in several loan categories, leading to increases of 11.4% in home equity loans, 9.0% in improved property loans, 8.2% in commercial and industrial loans, and 5.3% in residential real estate. Consumer loans have decreased somewhat at 9.1%.

Current wording

Total portfolio loans increased $6.0 billion or 47.5% from December 31, 2024, and have increased $6.8 billion or 57.3% over the past twelve months. While most of the increase is due to the PFC acquisition, with attributable portfolio loans totaling $5.9 billion as of March 31, 2025, organic growth has occurred as well. Excluding PFC, organic loans increased $166.1 million or 1.3% since December 31, 2024 and $1.0 billion or 8.0% year-over-year. Excluding PFC, originations for loans continue to outpace repayments, leading to organic growth in several loan categories, including 19.3% in commercial real estate ("CRE") land and construction loans, 13.1% in home equity lines of credit, 9.3% in CRE improved property, 6.6% in commercial and industrial, and 1.8% in residential real estate. Consumer loans have decreased somewhat at 18.0%.

Previous wording

Total loan commitments of $4.9 billion, including loans approved but not closed, increased $0.2 billion or 3.7% from December 31, 2023 due primarily to increased lines of credit. The average line utilization percentage for the commercial portfolio was 35.6% for the three months ended September 30, 2024 compared to 31.9% for the three months ended December 31, 2023.

Current wording

Total loan commitments of $6.3 billion, including loans approved but not closed, increased $1.5 billion or 31.3% from December 31, 2024 due primarily to increased lines of credit from the PFC acquisition. The average line utilization percentage for the commercial portfolio was 37.3% for the three months ended March 31, 2025 compared to 35.2% for the three months ended December 31, 2024.

Previous wording

The commercial portfolio is monitored for potential concentrations of credit risk by market, type of lending, CRE property type, C&I and owner-occupied CRE by industry, investment CRE dependence on common tenants and industries or property types that are similarly impacted by external factors. The breakdown for all CRE – improved property is 25% owner-occupied and 75% investor-owned. The bank has instituted additional monitoring of the office building portfolio, as remote work has put pressure on the need for dedicated office space in certain markets. The office portfolio breakdown within CRE – improved property is 33% owner-occupied and 67% investor-owned. Investor-owned office buildings represent 3.7% of the total loan portfolio.

Current wording

The commercial portfolio is monitored for potential concentrations of credit risk by market, type of lending, CRE property type, C&I and owner-occupied CRE by industry, investment CRE dependence on common tenants and industries or property types that are similarly impacted by external factors. The breakdown for all CRE – improved property is 27% owner-occupied and 73% investor-owned. The Bank has instituted additional monitoring of the office building portfolio, as remote work has put pressure on the need for dedicated office space in certain markets. The office portfolio breakdown within CRE – improved property is 34% owner-occupied and 66% investor-owned. Investor-owned office buildings represent 3.2% of the total loan portfolio.

Previous wording

Non-performing loans consist only of non-accrual loans. Non-performing loans increased $3.6 million or 13.5% from December 31, 2023. (Please see the Notes to the Consolidated Financial Statements for additional discussion).

Current wording

Non-performing loans consist only of non-accrual loans. Non-performing loans increased $41.7 million or 105.0% from December 31, 2024. (Please see the Notes to the Consolidated Financial Statements for additional discussion).

Previous wording

Loans past due 30 days or more and accruing interest, excluding non-accruals, increased $21.7 million or 66.7% from December 31, 2023. These loans continue to accrue interest because they are both well-secured and in the process of collection. Loans 90 days or more past due increased $10.8 million and represented 0.16% of total portfolio loans at September 30, 2024 and 0.08% at December 31, 2023. Loans 30 to 89 days past due represented 0.27% of total portfolio loans at September 30, 2024 and 0.20% at December 31, 2023.

Current wording

Loans past due 30 days or more and accruing interest, excluding non-accruals, increased $21.0 million or 35.3% from December 31, 2024. These loans continue to accrue interest because they are both well-secured and in the process of collection. Loans 90 days or more past due decreased $2.8 million and represented 0.06% of total portfolio loans at March 31, 2025 and 0.11% at December 31, 2024. Loans 30 to 89 days past due represented 0.37% of total portfolio loans at March 31, 2025 and 0.36% at December 31, 2024.

Previous wording

As of September 30, 2024, the total allowance for credit losses – loans and commitments was $149.1 million, of which $140.9 million related to loans and $8.2 million related to loan commitments. The allowance for credit losses – loans was 1.13% of total portfolio loans as of September 30, 2024, compared to 1.12% as of December 31, 2023. Excluded from the allowance for credit losses and related coverage ratio are fair market value adjustments on previously acquired loans representing 0.09% of total portfolio loans at September 30, 2024. The allowance for credit losses – loans individually-evaluated increased $2.2 million from December 31, 2023 to September 30, 2024. The population of individually-evaluated loans consisted of seven loans, with a total outstanding loan balance of $38.5 million. The allowance for loans collectively-evaluated increased from December 31, 2023 to September 30, 2024 by $8.0 million. The allowance for credit losses- loan commitments was $8.2 million at September 30, 2024 as compared to $8.6 million as of December 31, 2023, and is included in other liabilities on the Consolidated Balance Sheets.

Current wording

As of March 31, 2025, the total allowance for credit losses – loans and commitments was $240.1 million, of which $233.6 million related to loans and $6.5 million related to loan commitments. The allowance for credit losses – loans was 1.25% of total portfolio loans as of March 31, 2025, compared to 1.10% as of December 31, 2024. At March 31, 2025, the total allowance for credit losses related to the PFC acquisition was $88.5 million, consisting of an allowance for loan losses of $87.1 million, which included a $29.1 million reserve on PCD loans. The reserve for PFC commitments is $1.0 million. Outside of the allowance for credit losses recorded for the PFC acquisition, the Wesbanco legacy allowance for credit losses at March 31, 2025 increased $7.1 million. The allowance for credit losses – loans individually-evaluated increased $6.3 million from December 31, 2024 to March 31, 2025. The population of individually-evaluated loans consisted of eight relationships, with a total outstanding loan balance of $48.1 million. The allowance for loan losses on Wesbanco legacy collectively-evaluated increased from December 31, 2024 to March 31, 2025 by $1.5 million. The allowance for credit losses- loan commitments was $5.4 million at March 31, 2025 as compared to $6.1 million as of December 31, 2024, and is included in other liabilities on the Consolidated Balance Sheets.

Previous wording

The allowance for credit losses by loan category, presented in Note 5, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for loan losses in each segment of the portfolio. The allowance for credit losses under CECL is calculated utilizing the probability of default (“PD”) divided by the loss given default (“LGD”), which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, loan risk grades, portfolio mix, concentrations and loan growth. For the calculation as of September 30, 2024, the forecast was based upon a probability weighted approach which is designed to incorporate loss projections from a baseline, upside and downside economy. Due to the nonlinearity of credit losses to the economy, the asymmetry is best captured by evaluating multiple economic scenarios through a probability weighted approach. At quarter-end, national unemployment was projected to be 4.6%, and subsequently increase to an average of 5.0% over the remainder of the forecast period. Quarterly changes to the economic drivers of the quantitative model, including changes to the portfolio mix as well as an increase in the bank’s qualitative adjustments caused the allowance for credit losses - loans to increase from December 31, 2023 to September 30, 2024 by $10.2 million.

Current wording

The allowance for credit losses by loan category, presented in Note 5, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for loan losses in each segment of the portfolio. The allowance for credit losses under CECL is calculated utilizing the probability of default (“PD”) divided by the loss given default (“LGD”), which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, portfolio mix, concentrations and loan growth. For the calculation as of March 31, 2025, the forecast was based upon a probability weighted approach which is designed to incorporate loss projections from a baseline, upside and downside economy. Due to the nonlinearity of credit losses to the economy, the asymmetry is best captured by evaluating multiple economic scenarios through a probability weighted approach. At quarter-end, national unemployment was projected to be 4.4%, and subsequently increase to an average of 5.0% over the remainder of the forecast period. Quarterly changes to the economic drivers of the quantitative model, including changes to the portfolio mix as well as an increase in the Bank’s qualitative adjustments caused the allowance for credit losses - loans to increase from December 31, 2024 to March 31, 2025 by $1.5 million related to Wesbanco legacy loans.

Previous wording

Criticized and classified loans were 2.36% of total portfolio loans, or $293.7 million, at September 30, 2024, increasing from 2.22% of total portfolio loans at December 31, 2023. See Note 5, “Loans and the Allowance for Credit Losses” for more information.

Current wording

Criticized and classified loans were 3.32% of total portfolio loans, or $620.1 million, at March 31, 2025, increasing from 2.80% of total portfolio loans, or $354.7 million, at December 31, 2024. See Note 5, “Loans and the Allowance for Credit Losses” for more information.

Previous wording

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 192 financial centers. The FDIC insures deposits up to $250,000 per account owner.

Current wording

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 253 financial centers. The Federal Deposit Insurance Corporation (the "FDIC") insures deposits up to $250,000 per account owner.

Previous wording

Total deposits increased $668.6 million or 5.1% during the first nine months of 2024. Money market deposit accounts and demand deposits increased 16.3% and 0.3%, respectively, which were partially offset by savings deposits decreasing 4.5%. The net increase in deposits reflects the benefit of deposit gathering and retention efforts by both retail and commercial teams. The composition of total deposits continues to have a shift in the mix, however, demand deposits as a percentage of total deposits at September 30, 2024 remains consistent with the percentage range pre-pandemic. Deposit balances were also impacted by bonus and royalty payments for Marcellus and Utica shale gas payments from energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. In addition, Wesbanco also participates in the Insured Cash Sweep (ICS®) deposit program. ICS® reciprocal balances totaled $1.2 billion and $1.0 billion at September 30, 2024 and December 31, 2023, respectively. In addition, ICS® one-way buys totaled $200.6 million at September 30, 2024 and December 31, 2023.

Current wording

Total deposits increased $7.2 billion or 50.6% during the first three months of 2025. Money market deposit accounts, demand deposits and savings deposits increased 100.6%, 35.5%, and 29.9%, respectively. The net increase in deposits is attributable to acquired PFC deposits totaling $6.9 billion and reflects the benefit of deposit gathering and retention efforts by both retail and commercial teams. Deposit balances were also impacted by bonus and royalty payments for Marcellus and Utica shale gas payments from energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. In addition, Wesbanco also participates in the Insured Cash Sweep ("ICS®") deposit program. ICS® reciprocal balances totaled $1.4 billion and $1.3 billion at March 31, 2025 and December 31, 2024, respectively. In addition, ICS® one-way buys totaled $200.5 million and $200.6 million at March 31, 2025 and December 31, 2024, respectively.

Previous wording

Certificates of deposit increased 35.1% from December 31, 2023 to September 30, 2024. Wesbanco does not generally solicit brokered or other deposits out-of-market or over the internet but does participate in the Certificate of Deposit Account Registry Services (CDARS®) program. CDARS® balances totaled $55.9 million in outstanding balances at September 30, 2024, of which $10.0 million represented one-way buys, compared to $48.4 million in total outstanding balances, of which $10.6 million represented one-way buys, at December 31, 2023. Certificates of deposit greater than $250,000 were approximately $396.4 million at September 30, 2024 compared to $223.4 million at December 31, 2023. Certificates of deposit totaling approximately $1.5 billion at September 30, 2024 with a cost of 4.17% are scheduled to mature within the next 12 months. From time to time, the Bank may offer special promotions or match competitor rates on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.

Current wording

Certificates of deposit increased 75.4% from December 31, 2024 to March 31, 2025. Wesbanco does not generally solicit brokered or other deposits out-of-market or over the internet but does participate in the Certificate of Deposit Account Registry Services ("CDARS®") program. CDARS® balances totaled $136.9 million in outstanding balances at March 31, 2025, of which $1.1 million represented one-way buys, compared to $49.8 million in total outstanding balances, none of which represented one-way buys, at December 31, 2024. Certificates of deposit greater than $250,000 were approximately $777.2 million at March 31, 2025 compared to $442.8 million at December 31, 2024. Certificates of deposit totaling approximately $2.8 billion at March 31, 2025 with a cost of 3.81% are scheduled to mature within the next 12 months. From time to time, the Bank may offer special promotions or match competitor rates on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.

Previous wording

While borrowings are a significant source of funding for Wesbanco, they are less significant as compared to total deposits. FHLB borrowings decreased $175.0 million from December 31, 2023 to September 30, 2024, as $1.2 billion in new advances were partially offset by $1.4 billion in maturities, as the proceeds from the $200 million capital raise in the third quarter of 2024 were used to pay down FHLB borrowings. The average cost of maturing FHLB advances for the first nine months of 2024 was 5.64% while the average cost of new borrowings was 5.59%.

Current wording

While borrowings are a significant source of funding for Wesbanco, they are less significant as compared to total deposits. FHLB borrowings increased $476.5 million from December 31, 2024 to March 31, 2025, as $900.0 million in new advances and $500.0 million in advances from the PFC acquisition were partially offset by $925.0 million in maturities. The average cost of maturing FHLB advances for the first three months of 2025 was 4.68% while the average cost of new borrowings was 4.61%.

Previous wording

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $140.6 million at September 30, 2024, compared to $105.9 million at December 31, 2023. There were no outstanding federal funds purchased at either September 30, 2024 or December 31, 2023.

Current wording

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $147.8 million at March 31, 2025, compared to $192.1 million at December 31, 2024. There were no outstanding federal funds purchased at either March 31, 2025 or December 31, 2024.

Previous wording

Shareholders' equity increased $268.5 million or 10.6% from December 31, 2023, to $2.8 billion at September 30, 2024. The increase resulted primarily from a private placement of Wesbanco common shares that closed on August 1, 2024. The proceeds net of offering expenses totaled $191.0 million which were used to support the proposed merger of Wesbanco and Premier, to pay down borrowings and for general corporate purposes. Additionally, the increase resulted from net income during the current nine-month period of $101.9 million, exceeding the declaration of common and preferred shareholder dividends totaling $66.2 million and $7.6 million, respectively, coupled with a $44.9 million other comprehensive gain for the nine months ended September 30, 2024. Wesbanco also increased its quarterly dividend rate $0.01 per quarter to $0.36 per share in November 2023, representing a 2.9% increase over the prior quarterly rate and a cumulative 157% increase since 2010.

Current wording

Shareholders' equity increased $991.3 million or 35.5% from December 31, 2024, to $3.8 billion at March 31, 2025. The increase resulted primarily from $1.0 billion in common stock issued in the PFC acquisition, coupled with a $27.9 million other comprehensive gain for the three months ended March 31, 2025, which were partially offset by a $9.0 million net loss, and the declaration of common and preferred shareholder dividends totaling $35.2 million and $2.5 million, respectively, for the three months ended March 31, 2025. Wesbanco also increased its quarterly dividend rate $0.01 per quarter to $0.37 per share in November 2024, representing a 2.8% increase over the prior quarterly rate and a cumulative 164% increase since 2010.

Previous wording

Wesbanco did not purchase any shares of its common stock on the open market during the three-month period ended September 30, 2024 under the current share repurchase authorization. At September 30, 2024, the remaining shares authorized to be purchased under the last approved repurchase plan totaled 972,298 shares.

Current wording

Wesbanco did not purchase any shares of its common stock on the open market during the three-month period ended March 31, 2025 under the current share repurchase authorization. At March 31, 2025, the remaining shares authorized to be purchased under the last approved repurchase plan totaled 969,589 shares.

Previous wording

Regulatory guidelines require bank holding companies and commercial banks to maintain certain minimum capital ratios and define companies as “well capitalized” that sufficiently exceed the minimum ratios. At September 30, 2024, regulatory capital levels for both the Bank and Wesbanco were substantially greater than the minimum amounts needed to be considered “well capitalized” under the regulations. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to Wesbanco. As of September 30, 2024, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $194.7 million from the Bank.

Current wording

Regulatory guidelines require bank holding companies and commercial banks to maintain certain minimum capital ratios and define companies as “well capitalized” that sufficiently exceed the minimum ratios. At March 31, 2025, regulatory capital levels for both the Bank and Wesbanco were substantially greater than the minimum amounts needed to be considered “well capitalized” under the regulations. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to Wesbanco. As of March 31, 2025, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $312.7 million from the Bank. The Tier 1 leverage ratio as of March 31, 2025 is elevated due to the impact of the timing of the close of the PFC acquisition on the calculation of average assets used in the denominator.

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Current report — wording carried from elsewhere

Non-performing loans were 0.44% of total portfolio loans as of March 31, 2025, increasing from 0.28% of total portfolio loans at the end of the first quarter of 2024. Criticized and classified loans were 3.32% of total portfolio loans as of March 31, 2025, increasing from 2.30% as of March 31, 2024, due to downgrades within the loan portfolio. Past due loans at March 31, 2025 were 0.43% of total portfolio loans, compared to 0.20% at March 31, 2024. Annualized net loan charge-offs were 0.08% for the three months ended March 31, 2025, compared to 0.20% for the three months ended March 31, 2024. Please see the Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion.