WESBANCO INC

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 six months ended June 30, 2025. 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 and nine months ended September 30, 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, 2024 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”) including Wesbanco's Form 10-Q for the quarter ending March 31, 2025, 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 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.

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”) including Wesbanco's Form 10-Q for the quarters ending March 31, 2025 and June 30, 2025, 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 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 251 branches and 270 ATM machines in West Virginia, Ohio, western Pennsylvania, Kentucky, 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.

Current wording

Wesbanco is a multi-state bank holding company operating through 251 branches and 267 ATMs in West Virginia, Ohio, western Pennsylvania, Kentucky, 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

Wesbanco reported net income available to common shareholders for the second quarter of 2025 of $54.9 million or $0.57 per diluted share, compared to net income of $26.4 million or $0.44 per diluted share, for the second quarter of 2024. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses for the three months ended June 30, 2025, was $87.3 million or $0.91 per diluted share, as compared to $29.4 million or $0.49 per diluted share in the prior year's second quarter (non-GAAP measures). On a similar basis and also excluding the after-tax day one provision for credit losses on acquired loans, WesBanco reported $138.5 million or $1.60 per diluted share, for the six months ended June 30, 2025, as compared to $62.5 million or $1.05 per diluted share for the six months ended June 30, 2024 (non-GAAP measures).

Current wording

Wesbanco reported net income available to common shareholders for the third quarter of 2025 of $81.0 million or $0.84 per diluted share, compared to net income of $34.7 million or $0.54 per diluted share, for the third quarter of 2024. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses for the three months ended September 30, 2025, was $90.0 million or $0.94 per diluted share, as compared to $36.3 million or $0.56 per diluted share in the prior year's third quarter (non-GAAP measures). On a similar basis and also excluding the after-tax day one provision for credit losses on acquired loans, Wesbanco reported $228.6 million or $2.55 per diluted share, for the nine months ended September 30, 2025, as compared to $98.8 million or $1.61 per diluted share for the nine months ended September 30, 2024 (non-GAAP measures).

Previous wording

Net interest income increased $100.2 million or 85.9% in the second 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 $22.5 million of purchase accounting accretion from acquisitions. The yield on earning assets increased by a total of 45 basis points while the cost of interest bearing liabilities decreased by 43 basis points from the second quarter of 2024 to the second quarter of 2025. Average loan balances increased by 56.8% from the second quarter of 2024, mainly attributable to the PFC acquisition and organic commercial loan growth, while average securities increased by 27.6% over the same time period. Average deposits increased 56.7% 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 second quarter 2025 net interest margin by approximately 37 basis points as compared to two basis points in the second quarter 2024 net interest margin.

Current wording

Net interest income increased $95.6 million or 78.9% in the third 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, lower FHLB borrowing costs and purchase accounting accretion from acquisitions. The yield on earning assets increased by a total of 39 basis points while the cost of interest bearing liabilities decreased by 42 basis points from the third quarter of 2024 to the third quarter of 2025. Average loan balances increased by 53.7% from the third quarter of 2024, mainly attributable to the PFC acquisition and organic commercial loan growth, while average securities increased by 28.4% over the same time period. Average deposits increased 55.7% 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.

Previous wording

Loan growth and adjustments in regional macroeconomic factors and loan concentrations resulted in a total provision for credit losses of $3.2 million in the second quarter of 2025, as compared to a provision of $10.5 million in the first quarter of 2024. Annualized net loan charge-offs, as a percentage of average portfolio loans, were 0.09% and 0.07% for the second quarters of 2025 and 2024, respectively.

Current wording

Loan growth and adjustments in regional macroeconomic factors and loan concentrations resulted in a total provision for credit losses of $2.1 million in the third quarter of 2025, as compared to a provision of $4.8 million in the third quarter of 2024. Annualized net loan charge-offs, as a percentage of average portfolio loans, were 0.19% and 0.05% for the third quarters of 2025 and 2024, respectively.

Previous wording

For the second quarter of 2025, non-interest income increased $12.6 million, or 40.2% compared to the second quarter of 2024, due primarily to the acquisition of PFC. Service charges on deposits increased $3.4 million year-over-year, reflecting the addition of PFC, fee income from new products and services and treasury management, and increased general consumer spending. Reflecting record asset levels, trust fees and net securities brokerage revenue increased $2.4 million and $0.7 million, respectively, due to the addition of PFC wealth clients, market value appreciation, and organic growth. Digital banking increased $2.3 million from higher volumes primarily associated with our larger customer base. Mortgage banking income increased $1.3 million due to a 32% increase in residential mortgage originations from the second quarter of 2024 to the second quarter of 2025, related to seasonality and the larger customer base. Net securities gains increased $1.3 million primarily due to market fluctuations of equity securities in the deferred compensation plan. Gross swap fees were $1.4 million in the second quarter, compared to $1.8 million in the prior year period, while fair value adjustments were a loss of $0.7 million compared to a negligible gain, respectively.

Current wording

For the third quarter of 2025, non-interest income increased $15.3 million, or 51.5% compared to the third quarter of 2024, due primarily to the acquisition of PFC. Service charges on deposits increased $3.2 million year-over-year, reflecting the addition of PFC, fee income from new products and services and treasury management, and increased general consumer spending. Digital banking fees increased $2.2 million from higher volumes primarily associated with our larger customer base. Reflecting record asset levels, trust fees and net securities brokerage revenue increased $1.5 million and $0.3 million, respectively, due to the addition of PFC wealth clients, market value appreciation, and organic growth. Bank-owned life insurance increased $1.6 million year-over-year due to the addition of PFC. Gross swap fees were $3.2 million in the third quarter, compared to $1.1 million in the prior year period, while fair value adjustments were a negligible gain as compared to negative adjustment of $1.7 million, respectively. For the nine months ended September 30, 2025, non-interest income increased $31.9 million, or 34.8%, year-over-year to $123.5 million for the same reasons as that for the three months ended, as well as increases in mortgage banking income. Mortgage banking income increased due to an approximate 30% year-over-year increase in residential mortgage originations primarily related to our larger customer base.

Previous wording

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended June 30, 2025 was $145.5 million, a $46.9 million, or 47.5%, increase year-over-year primarily due to the addition of the PFC expense base associated with approximately 900 employees and 70 financial centers. Employee benefits expense of $18.9 million increased $8.3 million from the second quarter of 2024 due to higher staffing levels, as well as higher deferred compensation expense of $1.4 million, with the offsetting gain located in net securities gains, and higher health insurance costs due to higher staffing levels from PFC, of which approximately $1.0 million is due to the timing of healthcare services and employee behaviors relative to deductibles. Equipment and software expense of $17.1 million includes the additional cost of operating two core systems until the conversion to one platform in mid-May. Amortization of intangible assets of $9.2 million increased $7.1 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC. FDIC insurance expense increased $2.0 million due to the larger asset size post acquisition. Restructuring and merger-related expenses of $41.1 million in the second quarter of 2025 are primarily related to costs associated with the systems conversion, severance, and other costs associated with the PFC merger.

Current wording

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended September 30, 2025 was $144.8 million, a $45.6 million, or 46.0%, increase year-over-year primarily due to the addition of the PFC expense base associated with approximately 900 employees and 73 financial centers. Salaries and wages of $60.6 million and employee benefits expense of $18.0 million increased due to higher staffing levels and higher health insurance costs. Amortization of intangible assets of $8.4 million increased $6.4 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC. Restructuring and merger-related expenses of $11.4 million are related to costs associated with the financial center optimization and merger-related expenses associated with the PFC merger. Excluding restructuring and merger-related expenses, non-interest expense during the first nine months of 2025 of $404.2 million increased $109.2 million, or 37.0%, compared to the prior year period, due primarily to the expenses described above. Equipment and software expense of $46.5 million reflects the addition of PFC and the additional cost of operating two core systems until the conversion to one platform in mid-May. FDIC insurance expense of $15.5 million increased due to the larger asset size post-acquisition.

Previous wording

For the first six months of 2025, the effective tax rate was 21.0% as compared to 17.6% for the first six months of 2024, and the provision for income taxes decreased from $13.8 million for the first six months of 2024 to $12.9 million for the first six months of 2025. These changes were the result of increased permanent differences due to non-deductible merger and restructuring costs that occurred during the first half of 2025.

Current wording

For the first nine months of 2025, the effective tax rate was 19.8% as compared to 17.3% for the first nine months of 2024, and the provision for income taxes increased from $21.3 million for the first nine months of 2024 to $32.6 million for the first nine months of 2025. These changes were the result of increased pretax income in 2025 as compared to 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 $100.2 million or 85.9% in the second quarter of 2025 compared to the second quarter of 2024. The increase is due to an increase of average loans of 56.8% in the second quarter of 2025 as compared to the second quarter of 2024, due to the acquisition of PFC, strong new organic loan growth and strategic loan production office and lender hiring initiatives. In addition, total purchase accounting accretion contributed 37 basis points to the second quarter 2025 net interest margin as compared to two basis points of margin contribution in the second quarter of 2024. Total average deposits increased by $7.6 billion or 56.7% in the second quarter of 2025 as compared to the second quarter of 2024. The cost of interest bearing deposits decreased by 28 basis points and the cost of total interest bearing liabilities decreased by 43 basis points from the second quarter of 2024 to the second 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.

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. Net interest income increased $129.2 million or 60.4% in the third quarter of 2025 compared to the third quarter of 2024. The increase is primarily due to an increase in average loans of 53.7% in the third quarter of 2025 as compared to the third quarter of 2024, due to the acquisition of PFC, strong new organic loan growth, strategic loan production offices and lender hiring initiatives. Total average deposits increased by $7.6 billion or 55.7% in the third quarter of 2025 as compared to the third quarter of 2024. The cost of interest bearing deposits decreased by 29 basis points and the cost of total interest bearing liabilities decreased by 42 basis points from the third quarter of 2024 to the third 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 $133.4 million or 65.7% in the second quarter of 2025 compared to the same period of 2024. Average loan balances increased $6.8 billion or 56.8% in the second quarter of 2025 compared to the second quarter of 2024, while loan yields increased by 31 basis points during this same period to 6.16% due to the 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 second quarter of 2025, average loans represented 77.6% of average earning assets, an increase from 75.0% in the second quarter of 2024. Average total securities balances increased $997.2 million or 27.6% from the second quarter of 2024 and represented 18.9% of total earning assets in the second quarter of 2025. Taxable securities yields, which are the highest yields within total securities, increased by 83 basis points in the second quarter of 2025 from the second quarter of 2024. Tax-exempt securities yields increased 12 basis points from the second quarter of 2024.

Current wording

Interest income increased $129.2 million or 60.4% in the third quarter of 2025 compared to the same period of 2024. Average loan balances increased $6.6 billion or 53.7% in the third quarter of 2025 compared to the third quarter of 2024, while loan yields increased by 24 basis points during this same period to 6.17% due to the 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 third quarter of 2025, average loans represented 77.6% of average earning assets, an increase from 75.1% in the third quarter of 2024. Average total securities balances increased $1.0 billion or 28.4% from the third quarter of 2024 and represented 18.9% of total earning assets in the third quarter of 2025. Taxable securities yields, which are the highest yields within total securities, increased by 75 basis points in the third quarter of 2025 from the third quarter of 2024. Tax-exempt securities yields increased 17 basis points from the third quarter of 2024.

Previous wording

Interest expense increased $33.2 million in the second quarter of 2025 as compared to the same period in 2024, due primarily to the acquisition of PFC. The cost of interest bearing liabilities decreased by 43 basis points from the second quarter of 2024 to 2.69% in the second quarter of 2025. Average interest bearing deposits increased $6.2 billion or 65.1% from the second quarter of 2024. The rate on interest bearing deposits decreased 28 basis points to 2.46% from the second quarter of 2024. Average non-interest bearing demand deposit balances increased from the second quarter of 2024 to the second quarter of 2025 by $1.4 billion or 36.0%, and were 25.2% of total average deposits at June 30, 2025, compared to 29.1% at June 30, 2024, due to the PFC acquisition and reflecting customers' preferences in the current interest rate environment. For the second quarter of 2025, Wesbanco's average loans to average deposits ratio was 89.4%, reflecting additional capacity to lend. The average balance of FHLB borrowings increased $399.3 million from the second quarter of 2024 to the second quarter of 2025. The average balance of repurchase agreements and subordinated and junior subordinated debt balances increased $89.4 million from the second quarter of 2024 to the second quarter of 2025.

Current wording

Interest expense increased $33.6 million in the third quarter of 2025 as compared to the same period in 2024, due primarily to the acquisition of PFC. The cost of interest bearing liabilities decreased by 42 basis points from the third quarter of 2024 to 2.79% in the third quarter of 2025. Average interest bearing deposits increased $6.1 billion or 62.4% from the third quarter of 2024. The rate on interest bearing deposits decreased 29 basis points to 2.56% from the third quarter of 2024. Average non-interest bearing demand deposit balances increased from the third quarter of 2024 to the third quarter of 2025 by $1.5 billion or 38.6%, and were 24.9% of total average deposits at September 30, 2025, compared to 28.0% at September 30, 2024, due to the PFC acquisition and reflecting customers' preferences in the current interest rate environment. For the third quarter of 2025, Wesbanco's average loans to average deposits ratio was 89.4%, reflecting additional capacity to lend. The average balance of FHLB borrowings increased $244.0 million from the third quarter of 2024 to the third quarter of 2025. The average balance of repurchase agreements and subordinated and junior subordinated debt balances increased $67.1 million from the third quarter of 2024 to the third quarter of 2025.

Previous 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 $2.5 million and $0.9 million for the three months ended June 30, 2025 and 2024, respectively, and were $4.1 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $16.5 million and $0.8 million for the three months ended June 30, 2025 and 2024, respectively, and was $23.3 million and $1.5 million for the six months ended June 30, 2025 and 2024, 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 $1.4 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively, and were $5.5 million and $1.8 million for the nine months ended September 30, 2025 and 2024, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $16.0 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively, and was $39.3 million and $2.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $5.6 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and was $7.8 million and $0.2 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $1.7 million and $7 thousand for the three months ended September 30, 2025 and 2024, respectively, and was $9.6 million and $0.2 million for the nine months ended September 30, 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. For the six months ended June 30, 2025, Wesbanco recorded a provision for credit losses of $72.1 million, which was an increase of $57.5 million, compared to the provision for credit losses of $14.6 million recorded for the six months ended June 30, 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 six months ended June 30, 2025, outside of the initial provision expense recorded for the PFC non-PCD acquired loans, 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.

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 nine months ended September 30, 2025, Wesbanco recorded a provision for credit losses of $74.2 million, which was an increase of $54.8 million, compared to the provision for credit losses of $19.4 million recorded for the nine months ended September 30, 2024, primarily due to the $59.4 million in 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 nine months ended September 30, 2025, outside of the initial provision expense recorded for the PFC non-PCD acquired loans, 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-performing loans were 0.45% of total portfolio loans as of June 30, 2025, increasing from 0.29% of total portfolio loans at June 30, 2024. Criticized and classified loans were 3.63% of total portfolio loans as of June 30, 2025, increasing from 2.15% as of June 30, 2024, due to downgrades within the loan portfolio. Past due loans at June 30, 2025 were 0.46% of total portfolio loans, compared to 0.24% at June 30, 2024. Annualized net loan charge-offs were 0.09% for the six months ended June 30, 2025, compared to 0.14% for the six months ended June 30, 2024. Please see the Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion.

Current wording

Non-performing loans were 0.50% of total portfolio loans as of September 30, 2025, increasing from 0.24% of total portfolio loans at September 30, 2024. Criticized and classified loans were 3.22% of total portfolio loans as of September 30, 2025, increasing from 2.36% as of September 30, 2024, due to downgrades within the loan portfolio. Past due loans at September 30, 2025 were 0.53% of total portfolio loans, compared to 0.44% at September 30, 2024. Annualized net loan charge-offs were 0.12% for the nine months ended September 30, 2025, compared to 0.11% for the nine months ended September 30, 2024. Please see the Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion.

Previous wording

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 16.9% of total revenue for the three months ended June 30, 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 second quarter of 2025, non-interest income increased $12.6 million or 40.2% compared to the second quarter of 2024, primarily due to a $3.4 million increase in service charges on deposits, a $2.4 million increase in trust fees, a $2.3 million increase in digital banking income, a $1.5 million increase in other income, a $1.3 million increase in net securities gains, and a $1.3 million increase in mortgage banking income. This was partially offset by a $1.0 million decrease in net swap fee and valuation 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 17.2% of total revenue for the three months ended September 30, 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 third quarter of 2025, non-interest income increased $15.3 million or 51.5% compared to the third quarter of 2024, primarily due to a $3.9 million increase in net swap fee and valuation income, a $3.2 million increase in service charges on deposits, a $2.2 million increase in digital banking income, a $1.6 million increase in bank-owned life insurance, a $1.5 million increase in trust fees, a $0.8 million increase in other income, and a $0.6 million increase in mortgage banking income.

Previous wording

Trust fees increased $2.4 million or 32.2% compared to the second quarter of 2024, due to the addition of PFC wealth clients, market value appreciation, and organic growth. Total trust assets were $7.2 billion as of June 30, 2025 as compared to $5.6 billion on June 30, 2024. As of June 30, 2025, trust assets include managed assets of $5.8 billion and non-managed (custodial) assets of $1.4 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 as of both June 30, 2025 and June 30, 2024, and are included in managed assets. Trust fees increased $3.0 million or 19.3% in the first six months of 2025 as compared to the first six months of 2024 for similar reasons as that for the three months ended.

Current wording

Trust fees increased $1.5 million or 19.6% compared to the third quarter of 2024, due to the addition of PFC wealth clients, market value appreciation, and organic growth. Total trust assets were $7.7 billion as of September 30, 2025 as compared to $6.1 billion at September 30, 2024. As of September 30, 2025, trust assets include managed assets of $6.0 billion and non-managed (custodial) assets of $1.7 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 as of September 30, 2025 and September 30, 2024, and are included in managed assets. Trust fees increased $4.4 million or 19.4% in the first nine months of 2025 as compared to the first nine months of 2024 for similar reasons as that for the three months ended.

Previous wording

Service charges on deposits increased $3.4 million or 47.4% in the second quarter of 2025 compared to the second quarter of 2024, due to the addition of PFC, fee income from new products and services and increased general consumer spending. Service charges on deposits increased $5.2 million or 37.2% in the first six months of 2025 as compared to the same period in 2024 for similar reasons as that for the three months ended.

Current wording

Service charges on deposits increased $3.2 million or 40.5% in the third quarter of 2025 compared to the third quarter of 2024, due to the addition of PFC, fee income from new products and services, including treasury management services, and increased general consumer spending. Service charges on deposits increased $8.4 million or 38.4% in the first nine months of 2025 as compared to the same period in 2024 for similar reason as that for the three months ended.

Previous wording

Digital banking income increased $2.3 million or 45.3% in the second quarter of 2025 compared to the second quarter of 2024, due to higher volumes primarily associated with our larger customer base. Digital banking income increased $3.0 million or 30.6% in the first six months of 2025 as compared to the same period in 2024 for similar reason as that for the three months ended.

Current wording

Digital banking income increased $2.2 million or 44.1% in the third quarter of 2025 compared to the third quarter of 2024, due to higher volumes primarily associated with our larger customer base. Digital banking income increased $5.2 million or 35.2% in the first nine months of 2025 as compared to the same period in 2024 for similar reason as that for the three months ended.

Previous wording

Net swap fee and valuation income, which includes fair value adjustments, decreased $1.0 million or 58.0% in the second quarter of 2025 compared to the second quarter of 2024, due to a decrease in swap fee income as well as negative fair value adjustments on existing swaps. For the three months ended June 30, 2025, new swaps executed of $77.5 million in notional principal resulted in $1.4 million of fee income as compared to new swaps executed of $222.7 million in notional principal, resulting in $1.8 million of fee income for the three months ended June 30, 2024. Fair value adjustments on existing swaps for the three months ended June 30, 2025 were a negative $0.7 million, and were immaterial for the three months ended June 30, 2024. For the first six months of 2025, net swap fee and valuation income decreased by $1.6 million or 48.9% from the first six months of 2024. During this time period, fair value adjustments on existing swaps decreased by $2.5 million, but was partially offset by a $0.9 million increase in new swap fee income.

Current wording

Net swap fee and valuation income, which includes fair value adjustments, increased $3.9 million in the third quarter of 2025 compared to the third quarter of 2024, mostly due to an increase in swap fee income from the execution or renewal of new swaps. For the three months ended September 30, 2025, new swaps executed of $289.1 million in notional principal resulted in $3.2 million of fee income as compared to new swaps executed of $72.8 million in notional principal, resulting in $1.1 million of fee income for the three months ended September 30, 2024. Fair value adjustments on existing swaps for the three months ended September 30, 2025 were immaterial compared to negative $1.7 million for the three months ended September 30, 2024. For the first nine months of 2025, net swap fee and valuation income increased by $2.2 million or 82.0% from the first nine months of 2024. During this time period, new swap fee income increased by $3.0 million, but was partially offset by a $0.8 million decrease in fair value adjustments on existing swaps.

Previous wording

Mortgage banking income increased $1.3 million or 121.1% in the second quarter of 2025 compared to the second quarter of 2024, due to an approximate 30% year-over-year increase in residential mortgage originations related to seasonality and our larger customer base. For the second quarter of 2025, total mortgage production was $243.5 million, which increased by 31.6% from the second quarter of 2024. For the three months ended June 30, 2025, $134.8 million in mortgages were sold into the secondary market as compared to $92.1 million in the comparable 2024 period. Included in mortgage banking income above are a gain of $0.9 million and an immaterial loss from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended June 30, 2025 and 2024, respectively. Mortgage banking income increased by $1.7 million or 98.9% from the first six months of 2024 to the first six months of 2025 for similar reasons as that for the three months ended.

Current wording

Mortgage banking income increased $0.6 million or 48.3% in the third quarter of 2025 compared to the third quarter of 2024, due to an approximate 30% year-over-year increase in residential mortgage originations related to seasonality and our larger customer base. For the third quarter of 2025, total mortgage production was $244.0 million, which increased by 45.9% from the third quarter of 2024. For the three months ended September 30, 2025, $126.2 million in mortgages were sold into the secondary market as compared to $84.9 million in the comparable 2024 period. Included in mortgage banking income above is a loss of $0.6 million from the fair value adjustments on mortgage loan commitments and related derivatives for both the three months ended September 30, 2025 and 2024. Mortgage banking income increased by $2.4 million or 77.6% from the first nine months of 2025 to the first nine months of 2024 for similar reasons as that for the three months ended.

Previous wording

Non-interest expense, excluding restructuring and merger-related expenses, increased in the second quarter of 2025 by $46.9 million or 47.5% as compared to the same quarter in 2024, principally from a $16.2 million increase in salaries and wages, a $8.3 million increase in employee benefits, a $7.1 million increase in amortization of intangible assets, a $6.7 million increase in equipment and software expense, a $2.0 million increase in FDIC insurance, a $2.0 million increase in professional fees, and a $2.0 million increase in franchise and other miscellaneous taxes.

Current wording

Non-interest expense in the third quarter of 2025 increased $55.0 million or 54.4% as compared to the same quarter in 2024, principally from a $15.7 million increase in salaries and wages, a $9.4 million increase in restructuring and merger-related expenses, a $6.5 million increase in employee benefits, a $6.4 million increase in amortization of intangible assets, a $6.2 million increase in equipment and software expense, a $2.6 million increase in net occupancy, a $2.2 million increase in FDIC insurance, and a $2.1 million increase in professional fees.

Previous wording

Salaries and wages increased $16.2 million or 36.7% in the second quarter of 2025 as compared to the second quarter of 2024 mostly due to an increase from the addition of approximately 900 PFC employees into Wesbanco. Salaries and wages increased $21.7 million or 25.0% in the first six months of 2025 as compared to the first six months of 2024 due to similar reasons as that for the three months ended.

Current wording

Salaries and wages increased $15.7 million or 35.0% in the third quarter of 2025 as compared to the third quarter of 2024 mostly due to an increase from the incorporation of approximately 900 PFC employees. Salaries and wages increased $37.4 million or 28.4% in the first nine months of 2025 as compared to the first nine months of 2024 due to similar reasons as that for the three months ended.

Previous wording

Employee benefits increased $8.3 million or 78.2% in the second quarter of 2025 as compared to the second quarter of 2024 due to higher staffing levels, as well as higher deferred compensation expense of $1.4 million, with the offsetting gain located in net securities gains, and higher health insurance costs due to higher staffing levels from PFC, of which approximately $1.0 million is due to the timing of healthcare services and employee behaviors relative to deductibles. Similarly, employee benefits expense increased $9.1 million or 39.8% in the first six months of 2025 as compared to the first six months of 2024.

Current wording

Employee benefits increased $6.5 million or 56.6% in the third quarter of 2025 as compared to the third quarter of 2024 due to higher staffing levels and higher health insurance costs. Similarly, employee benefits expense increased $15.6 million or 45.5% in the first nine months of 2025 as compared to the first nine months of 2024.

Previous wording

Equipment and software costs increased $6.7 million or 63.9% in the second quarter of 2025 as compared to the second quarter of 2024, due primarily to the acquisition of PFC and 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. Similarly, equipment and software costs increased $9.7 million or 47.5% in the first six months of 2025 as compared to the first six months of 2024.

Current wording

Equipment and software costs increased $6.2 million or 60.6% in the third quarter of 2025 as compared to the third quarter of 2024, due primarily to continued improvements made in automating and enhancing processes as well as increases in volume based costs attributable to a larger customer base following the PFC acquisition. Similarly, equipment and software costs increased $15.9 million or 51.9% in the first nine months of 2025 as compared to the first nine months of 2024 due to the addition of PFC and the additional cost of operating two core systems until the conversion to one platform in mid-May.

Previous wording

FDIC insurance increased $2.0 million or 55.5% in the second quarter of 2025 as compared to the second quarter of 2024 due to our larger asset size from the PFC acquisition. Similarly, FDIC insurance increased $2.7 million or 38.7% in the first six months of 2025 as compared to the first six months of 2024.

Current wording

FDIC insurance increased $2.2 million or 61.5% in the third quarter of 2025 as compared to the third quarter of 2024 due to our larger asset size from the PFC acquisition. Similarly, FDIC insurance increased $4.9 million or 46.4% in the first nine months of 2025 as compared to the first nine months of 2024.

Previous wording

Amortization of intangible assets increased $7.1 million or 344.2% in the second quarter of 2025 as compared to the second quarter of 2024, due to the core deposit intangible asset that was created from the acquisition of PFC. Similarly, amortization of intangible assets increased $9.3 million or 222.5% in the first six months of 2025 as compared to the first six months of 2024.

Current wording

Amortization of intangible assets increased $6.4 million in the third quarter of 2025 as compared to the third quarter of 2024 due to the core deposit intangible asset and the trust relationship intangible asset that was created from the acquisition of PFC. Similarly, amortization of intangible assets increased $15.6 million in the first nine months of 2025 as compared to the first nine months of 2024.

Previous wording

Restructuring and merger-related expenses increased $37.3 million in the second quarter of 2025 as compared to the second quarter of 2024, due to costs associated with the systems conversion, severance, and other costs associated with the PFC merger and restructuring. For the six months ended June 30, 2025, restructuring and merger-related expenses increased $57.3 million from the same period in 2024 also due to expenses incurred for the acquisition of PFC.

Current wording

Restructuring and merger-related expenses increased $9.4 million in the third quarter of 2025 as compared to the third quarter of 2024, primarily due to costs associated with the previously mentioned financial center optimization and to a lesser extent, additional expenses incurred for the acquisition of PFC. For the nine months ended September 30, 2025, restructuring and merger-related expenses increased $66.7 million from the same period in 2024 due primarily to expenses incurred for the acquisition of PFC.

Previous wording

Professional fees increased $2.0 million or 44.0% in the second quarter of 2025 as compared to the second quarter of 2024, due to increases in legal fees, other professional fees, and consumer loan, retail loan, and business loan origination fees. Similarly, professional fees increased $2.7 million or 27.7% in the first six months of 2025 as compared to the first six months of 2024.

Current wording

Professional fees increased $2.1 million or 45.2% in the third quarter of 2025 as compared to the third quarter of 2024, due to increases in legal fees, other professional fees, consulting fees, swap fee expense, and consumer loan, retail loan, and business loan origination fees, generally resulting from higher volumes due to the acquisition of PFC. Similarly, professional fees increased $4.8 million or 33.4% in the first nine months of 2025 as compared to the first nine months of 2024.

Previous wording

The provision for income taxes was $13.6 million for the three months ended June 30, 2025, as compared to a provision of $6.1 million for the three months ended June 30, 2024. The increase in the provision for income taxes is due to pretax income for the three months ended June 30, 2025 exceeding that for the three months ended June 30, 2024 by $36.0 million. The provision for income taxes for the six months ended June 30, 2025 was $12.9 million, which decreased $0.9 million from the $13.8 million provision for the six months ended June 30, 2024. This decrease was the result of lower pretax income for the six months ended June 30, 2025 due primarily to the increased provision in the first quarter of 2025 as a result of the PFC acquisition.

Current wording

On July 4, 2025, new tax legislation referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted into law by the federal government. The tax provisions of the OBBBA did not have a material impact on Wesbanco's income tax expense. The provision for income taxes was $19.7 million for the three months ended September 30, 2025, as compared to a provision of $7.5 million for the three months ended September 30, 2024. The increase in the provision for income taxes is due to pretax income for the three months ended September 30, 2025, exceeding that for the three months ended September 30, 2024 by $58.5 million. For similar reasons, the provision for income taxes for the nine months ended September 30, 2025, was $32.6 million, which increased $11.3 million from the $21.3 million provision for the nine months ended September 30, 2024.

Previous wording

Total assets increased 47.6%, while shareholders' equity increased 36.9% at June 30, 2025 as compared to December 31, 2024. Total securities increased $977.7 million or 28.7% from December 31, 2024 to June 30, 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 $18.8 billion, which increased $6.2 billion or 48.8% since December 31, 2024 driven by acquired PFC loans of $5.9 billion and organic growth of $0.3 billion, stemming from the commercial teams. Deposits increased $7.0 billion or 49.7% from December 31, 2024, reflecting the addition of $6.9 billion of PFC deposits, which included $1.3 billion in certificates of deposit. At June 30, 2025, total demand deposits represented 48% of total deposits, with the non-interest bearing component representing 25%. Total FHLB borrowings increased $750.0 million or 75% during the first six months of 2025, due to the addition of borrowings from PFC and normal liquidity needs. Shareholders' equity increased $1.0 billion or 36.9% from December 31, 2024 to June 30, 2025 due to the capital impact of the acquisition of PFC.

Current wording

Total assets increased 47.3%, while shareholders' equity increased 47.5% at September 30, 2025 as compared to December 31, 2024. Total securities increased $1.0 billion or 30.4% from December 31, 2024, to September 30, 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 $18.9 billion, which increased $6.3 billion or 49.6% since December 31, 2024, driven by acquired PFC loans of $5.9 billion and organic growth of $0.6 billion, stemming 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 September 30, 2025, total demand deposits represented 48% of total deposits, with the non interest-bearing component representing 25%. Total FHLB borrowings increased $275.0 million or 27.5% during the first nine months of 2025, due to the addition of borrowings from PFC and normal liquidity needs. Shareholders' equity increased $1.3 billion or 47.5% from December 31, 2024, to September 30, 2025 due primarily to the capital impact of the acquisition of PFC, the issuance of preferred stock totaling $0.2 billion, and a decrease in accumulated other comprehensive loss.

Previous wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, increased by $977.7 million or 28.7% from December 31, 2024 to June 30, 2025. Through the first six months of the year, the available-for-sale portfolio increased by $976.7 million or 43.5%, primarily due to $1.2 billion in securities acquired in the PFC acquisition and $903.9 million in purchases, offset by $873.8 million in sales, $178.2 million in paydowns, $85.9 million in maturities and calls and a decrease of $59.7 million in unrealized losses. The held-to-maturity portfolio decreased by $15.1 million or 1.3% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 58 basis points from 2.67% at December 31, 2024 to 3.25% at June 30, 2025, primarily due to the acquired PFC securities at higher yields and purchases at current higher market rates.

Current wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, increased by $1.0 billion or 30.4% from December 31, 2024 to September 30, 2025. Through the first nine months of the year, the available-for-sale portfolio increased by $1.0 billion or 45.5%, primarily due to $1.2 billion in securities acquired in the PFC acquisition and $1.1 billion in purchases, offset by $876.9 million in sales, $431.0 million in paydowns, maturities and calls and a decrease of $92.7 million in unrealized losses. The held-to-maturity portfolio decreased by $2.4 million or 0.2% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 65 basis points from 2.67% at December 31, 2024 to 3.32% at September 30, 2025, primarily due to the acquired PFC securities at higher yields and purchases at current higher market rates.

Previous wording

Total gross unrealized securities losses decreased $67.5 million from $441.7 million at December 31, 2024 to $374.2 million at June 30, 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 June 30, 2025 require an allowance for credit losses. Please refer to Note 3, “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 $115.8 million from $441.7 million at December 31, 2024 to $325.9 million at September 30, 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 September 30, 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 June 30, 2025 and December 31, 2024 were $178.5 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 $131.7 million at June 30, 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.

Current wording

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of September 30, 2025 and December 31, 2024 were $153.4 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 $108.0 million at September 30, 2025, compared to $146.1 million at December 31, 2024. With approximately 25% 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 $8.2 million and $8.4 million as of June 30, 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.

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 $8.3 million and $8.4 million as of September 30, 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 $6.2 billion or 48.8% from December 31, 2024, and have increased $6.6 billion or 53.6% 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 June 30, 2025, organic growth has occurred as well. Excluding PFC loans at acquisition, organic loans increased $0.3 billion or 2.1% since December 31, 2024 and $0.7 billion or 5.5% year-over-year. Originations for loans continue to outpace repayments, leading to organic growth in several loan categories since December 31, 2024, including 17.7% in commercial real estate ("CRE") land and construction loans, 12.9% in home equity lines of credit, 6.7% in CRE improved property and 3.1% in commercial and industrial. Organic residential real estate has decreased slightly at 0.5%, while consumer loans have decreased 26.0%.

Current wording

Total portfolio loans increased $6.3 billion or 49.6% from December 31, 2024, and have increased $6.5 billion or 52.0% 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 September 30, 2025, organic growth has occurred as well. Excluding PFC loans at acquisition, organic loans increased $0.4 billion or 2.9% since December 31, 2024 and $0.6 billion or 4.6% year-over-year. Originations for loans continue to outpace repayments, leading to organic growth in several loan categories over the past twelve months, including 14.1% in home equity lines of credit, 12.9% in commercial real estate ("CRE") land and construction loans, 6.2% in CRE improved property and 2.9% in commercial and industrial. Organic residential real estate has decreased slightly at 1.5%, while consumer loans have decreased 38.4%.

Previous wording

Total loan commitments of $6.2 billion, including loans approved but not closed, increased $1.4 billion or 29.7% 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 38.7% for the three months ended June 30, 2025 compared to 35.2% for the three months ended December 31, 2024.

Current wording

Total loan commitments of $6.4 billion, including loans approved but not closed, increased $1.7 billion or 35.2% 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 38.3% for the three months ended September 30, 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 28% owner-occupied and 72% 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 35% owner-occupied and 65% investor-owned. Investor-owned office buildings represent 3.1% 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 29% owner-occupied and 71% 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 35% owner-occupied and 65% investor-owned. Investor-owned office buildings represent 3.0% of the total loan portfolio.

Previous wording

Loans held for sale at both June 30, 2025 and December 31, 2024 include originated residential mortgages that are committed to be sold into the secondary market and also include such non-commercial residential construction loans as of June 30, 2025. Loans held for sale were $123.0 million at June 30, 2025, an increase of $104.3 million from December 31, 2024.

Current wording

Loans held for sale at both September 30, 2025 and December 31, 2024 include originated residential mortgages that are committed to be sold into the secondary market and also include residential construction loans as of September 30, 2025. Loans held for sale were $126.0 million at September 30, 2025, an increase of $107.3 million from December 31, 2024.