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WESBANCO INC

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

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-K

Period ended 2024-12-31; filed 2025-03-03.

0000950170-25-030795

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-02.

0001193125-26-085463

Item 7. 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 234 previous paragraphs and 233 current paragraphs.

117 unchanged; 96 reworded; 20 added; 20 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 27 previous and 28 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 (20)

Current report

On February 28, 2025, Wesbanco completed its acquisition of PFC, a bank holding company headquartered in Defiance, OH. On the acquisition date, PFC had approximately $7.9 billion in assets, excluding goodwill and intangible assets, which included approximately $5.9 billion in portfolio loans and $1.2 billion in investment securities.

Current report

In 2025, non-interest income increased $38.8 million or 30.3% compared to 2024. This increase was primarily due to the PFC acquisition, resulting in increases to substantially all line items. Non-interest expense, excluding merger-related and restructuring expense, in 2025 increased $153.2 million or 38.7% compared to 2024, due to the addition of the PFC expense base. Additionally, the efficiency ratio (non-GAAP measure) decreased in 2025 to 52.9% from 63.6% in 2024 as income growth following the acquisition increased at a faster pace than that of expense.

Current report

Digital banking income increased $6.5 million or 32.7% in 2025 compared to 2024, due to higher volumes primarily associated with Wesbanco's larger customer base due to the PFC acquisition and organic growth.

Current report

Bank-owned life insurance increased $5.6 million or 58.2% in 2025 compared to 2024, due to the addition of PFC.

Current report

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 2025, net securities gains increased $2.0 million or 140.0% compared to 2024, mostly due to a $1.7 million increase in market adjustments on the deferred compensation plan in 2025 compared to 2024.

Current report

Net gains on other real estate owned and other assets decreased $0.6 million in 2025 compared to 2024, due to a $1.0 million loss on the sale of assets this year compared to a $0.1 million gain in 2024. This is offset by an increase of $0.6 million in the sale of OREO and repossessed assets.

Current report

Salaries and wages increased $53.5 million or 30.1% in 2025 compared to 2024, mostly due to the addition of approximately 900 PFC employees.

Current report

Employee benefits increased $20.9 million or 45.2% in 2025 compared to 2024 due to higher staffing levels and higher health insurance costs.

Current report

Net occupancy increased $8.1 million or 32.1% in 2025 compared to 2024 due to an increase in general building maintenance, lease payments, utilities, and depreciation primarily from the acquisition of PFC which added 73 branches.

Current report

Equipment and software costs increased $21.3 million or 51.6% in 2025 compared to 2024, due primarily to an increase in volume-based costs attributable to the addition of PFC including the additional cost of operating two core systems until the conversion to one platform in mid-May.

Current report

FDIC insurance increased $6.7 million or 47.0% in 2025 compared to 2024, due to our larger assessment base from the PFC acquisition.

Current report

Amortization of intangible assets increased $20.8 million in 2025 compared to 2024 due to the core deposit intangible asset and the trust relationship intangible asset that was created from the acquisition of PFC.

Current report

Restructuring and merger-related expenses increased $69.5 million in 2025 compared to 2024, primarily due to expenses incurred for the acquisition of PFC and costs associated with the financial center optimization.

Current report

Professional fees increased $7.0 million or 36.9% in 2025 compared to 2024, due to an increase in other professional fees, consultants fees, retail and consumer loan origination fees, and legal fees primarily due to the acquisition of PFC. These are partially offset by a decrease in home equity origination fees.

Current report

Franchise and other miscellaneous taxes increased $6.2 million or 47.5% in 2025 compared to 2024, due to PFC's large footprint in Ohio, which led to higher Ohio franchise tax. Other local taxes also increased as our expanded market size resulted in falling under additional local tax jurisdictions.

Current report

The provision for federal and state income taxes increased to $56.1 million in 2025 compared to $33.6 million in 2024, due primarily to higher pre-tax income in 2025. The effective tax rate was 20.1% and 18.2% for the years ended December 31, 2025 and 2024, respectively. The effective income tax rate increased due to the lower proportion of tax-exempt interest income on loans and securities in 2025 compared to 2024 as well as higher non-deductible expenses.

Current report

Total loan commitments increased $1.6 billion or 32.9% from December 31, 2024 to December 31, 2025, due to the PFC acquisition. Commitments in the C&I portfolio increased $876.3 million or 51.6%, CRE improved property increased $134.2 million or 59.2%, while CRE land and construction decreased $15.7 million or 1.4%. On the retail side, HELOC commitments increased $311.8 million or 27.5%, consumer increased $30.1 million or 79.2%, and residential real estate increased $26.2 million or 15.9%.

Current report

Healthcare represents the second largest category of commercial exposure with total exposure of $1.6 billion. Healthcare exposure increased 57.0% from December 31, 2024 to December 31, 2025. This category represents 56.0% of risk-based capital, compared to 50.7% at December 31, 2024.

Current report

Real estate—other represents the fourth largest category of commercial exposure with total exposure of $1.2 billion. Real estate—other exposure increased 61.3% from December 31, 2024 to December 31, 2025. This category represents 43.0% of risk-based capital, compared to 38.0% at December 31, 2024.

Current report

Non-accrual loans increased $51.8 million or 130.4% from December 31, 2024 to December 31, 2025.
Removed paragraphs (20)

Previous report

On February 28, 2025, Wesbanco completed its acquisition of Premier Financial Corp. ("Premier"). For additional information regarding the Merger, see Note 2, “Mergers and Acquisitions”. In addition, the Merger Agreement is filed as an exhibit to this Annual Report on Form 10-K.

Previous report

For 2024, non-interest income increased $7.5 million or 6.3% compared to 2023. This increase was primarily due to increases in trust fees, service charges on deposits, mortgage banking income and other income, which was positively influenced by a $2.3 million settlement gain on the transfer of future pension accumulated benefit obligations to a third-party annuity company. These increases were offset somewhat by decreases in net swap fee and valuation income, bank-owned life insurance and net gains on other real estate owned and other assets.

Previous report

The following comments on non-interest expense exclude restructuring and merger-related expenses in both years. Non-interest expense in 2024 increased $9.3 million or 2.4% compared to 2023, while the efficiency ratio increased in 2024 to 64.7% from 63.6% in 2023. The primary drivers of this increase were a $5.3 million increase in other operating expenses, a $4.6 million increase in equipment and software expenses and a $2.0 million increase in FDIC insurance expense. These increases were slightly offset by decreases in marketing expense, employee benefits expense and lower amortization expense on intangible assets.

Previous report

Bank-owned life insurance decreased $1.5 million or 13.3% in 2024 compared to 2023, due to a decrease in mortality benefits received.

Previous report

Net gains on other real estate owned and other assets decreased $1.4 million in 2024 as compared to 2023, due primarily to a $1.1 million gain recognized in 2023, from an asset previously written off in a prior year.

Previous report

Other income increased $2.2 million or 33.6% in 2024 compared to 2023, due specifically to a $2.3 million gain from the transfer of certain liabilities for future pension payments to a third-party insurance company. Please refer to Footnote 13, “Employee Benefit Plans” for additional information.

Previous report

Salaries and wages increased by $0.6 million or 0.3% in 2024 as compared to 2023, due to increased bonus expense, mid-year merit increases and lower deferred contra loan origination costs, and were slightly offset by lower salaries expense, stock compensation expense and commission expense. Full time equivalent employees decreased due to efficiency improvements associated with the branch staffing models as well as the continuation of the branch optimization plans.

Previous report

Employee benefits expense decreased by $0.8 million or 1.6% in 2024 as compared to 2023, due to decreases in health insurance expense and other benefit expenses, which were driven by lower staffing levels, and were slightly offset by increases in deferred compensation expense.

Previous report

Equipment and software costs increased $4.6 million or 12.6% in 2024 compared to 2023, due to continuous improvements in technology and communication infrastructure, including the prior year ATM upgrades, which were phased in throughout 2023, general inflationary cost increases for existing service agreements and increased usage of digital banking services.

Previous report

FDIC insurance increased $2.0 million or 16.1% in 2024 compared to 2023, due to an increase in both Wesbanco’s assessment rate and assessment base. The assessment rate increased from 7.8 basis points to 8.5 basis points throughout 2024. The assessment base increase is due to increases in Wesbanco’s balance sheet.

Previous report

Marketing expenses decreased $1.4 million or 12.7% in 2024 compared to 2023, due to the reclassification of investor relations expense into professional fees for 2024 as well as the timing of marketing efforts causing a decrease in direct marketing and customer marketing incentives.

Previous report

Restructuring and merger-related expenses in 2024 totaled $6.4 million, an increase from $3.8 million incurred in 2023. The $6.4 million of expenses in 2024 consisted of $3.5 million for the restructuring due to branch optimization and $2.9 million related to the Premier acquisition. The restructuring and merger-related expenses in 2023 totaling $3.8 million consisted of fixed asset writedowns, lease termination expenses and severance expenses associated with the closure of branches, back-office buildings and a restructuring of the residential mortgage department.

Previous report

Professional fees increased $3.3 million or 20.9% in 2024 as compared to 2023. The lead drivers of the increase were legal fees, increased consumer loan, retail loan, and HELOC origination fees resulting from increases in loan volume, and higher other professional fees.

Previous report

ATM and electronic banking interchange expenses decreased $1.1 million or 15.1% in 2024 as compared to 2023, due to cost savings resulting from the consolidation of third party card service providers, and were slightly offset by an increase in transaction volume.

Previous report

The provision for income taxes was $33.6 million for 2024, which is a $1.4 million decrease as compared to $35.0 million in 2023. The decrease in the provision for income taxes is due to a decrease in pre-tax income from 2023 to 2024, and is slightly offset by an increase in the effective tax rate from 18.1% in 2023 to 18.2% in 2024. The decrease in pre-tax income is primarily driven by lower net interest income and higher non-interest expense in 2024 as compared to 2023.

Previous report

Total loan commitments increased $39.6 million or 0.8% from December 31, 2023 to December 31, 2024. Commitments in the C&I portfolio increased $119.4 million or 7.6% and $63.9 million or 6.0% in the HELOC portfolio, while CRE commitments decreased $124.1 million or 8.5% and residential real estate commitments decreased $20.4 million or 11.0%.

Previous report

Healthcare represents the third largest category of commercial exposure with total exposure of $998 million. Healthcare exposure increased 16.0% from December 31, 2023 to December 31, 2024. This category represents 50.7% of risk-based capital, compared to 48.6% at December 31, 2023.

Previous report

Services represents the sixth largest category of commercial exposure with total exposure of $747 million. Services increased 4.6% from December 31, 2023 to December 31, 2024. This category represents 38.0% of risk-based capital, compared to 40.3% at December 31, 2023.

Previous report

Non-accrual loans increased $12.9 million or 48.3% from December 31, 2023 to December 31, 2024.
Reworded paragraphs (96)

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-Qs for the prior quarters ended March 31, June 30 and September 30, 2024, respectively, and documents subsequently filed by Wesbanco 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 under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. 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 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 merger of Wesbanco and Premier 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 Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, 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-Qs for the prior quarters ended March 31, June 30 and September 30, 2025, respectively, and documents subsequently filed by Wesbanco 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 under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. 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 Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, 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

The allowance for credit losses specific to loans reflects the risk of loss in the loan portfolio. To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics. The Company utilizes the PD / LGD approach to calculate the expected loss for each segment, which is then discounted to net present value. PD is the probability the asset will default within a given timeframe and LGD is the percentage of the assets not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rate spreads, as well as modeling adjustments for changes in prepayment speeds, portfolio mix and loan growth. Management relies on macroeconomic forecasts obtained from various reputable third party sources. These forecasts can range from one to two years, depending upon the facts and circumstances of the current state of the economy, portfolio segment and management’s judgment of what can be reasonably supported. The model reversion period can range from immediate to up to three years.

Current wording

The allowance for credit losses specific to loans reflects the risk of loss in the loan portfolio. To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics. The Company utilizes a PD and LGD approach to calculate the expected loss for each segment, which is then discounted to net present value. PD is the probability the asset will default within a given timeframe and LGD is the percentage of the assets not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rate spreads, as well as modeling adjustments for changes in prepayment speeds, portfolio mix and loan growth. Management relies on macroeconomic forecasts obtained from various reputable third party sources. These forecasts can range from one to two years, depending upon the facts and circumstances of the current state of the economy, portfolio segment and management’s judgment of what can be reasonably supported. The model reversion period can range from immediate to up to three years.

Previous wording

Under CECL, acquired loans or pools of loans that have experienced more-than-insignificant credit deterioration are deemed to be purchased credit-deteriorated (“PCD”) loans, and are grossed-up on day 1 by the initial credit estimate through the allowance as opposed to a reduction in the loan’s amortized cost. The credit mark on acquired loans deemed not to be PCD loans are reflected as a reduction in the loan’s amortized cost, with an allowance and corresponding provision for credit losses recorded in the first reporting period after acquisition through current period earnings, while the loan mark will accrete through interest income over the life of such loans. At acquisition, Wesbanco will consider several factors as indicators that an acquired loan or pool of loans has experienced more-than-insignificant credit deterioration. These factors may include, but are not limited to, loans 30 days or more past due, loans with an internal risk grade of below average or lower, loans classified as non-accrual by the acquired institution, materiality of the credit and loans that have been previously modified. Upon adoption of this standard, acquired loans from prior acquisitions that met the guidelines under ASC 310-30 (formerly known as “purchased credit-impaired”) were reclassified as PCD loans. The accretable portion of the loan mark as of adoption date continues to accrete into interest income. However, the non-accretable portion of the loan mark was added to the allowance upon adoption, and any reversals of such mark will flow through the allowance in future periods. The loan mark on ASC 310-20 loans (“non-purchased credit-impaired”) from prior acquisitions continues to accrete through interest income over the life of such loans.

Current wording

Under CECL, acquired loans or pools of loans that have experienced more-than-insignificant credit deterioration are deemed to be purchased credit-deteriorated (“PCD”) loans, and are grossed-up on day 1 by the initial credit estimate through the allowance instead of a reduction in the loan’s amortized cost. The credit mark on acquired loans deemed not to be PCD loans are reflected as a reduction in the loan’s amortized cost, with an allowance and corresponding provision for credit losses recorded in the first reporting period after acquisition through current period earnings, while the loan mark will accrete through interest income over the life of such loans. At acquisition, Wesbanco will consider several factors as indicators that an acquired loan or pool of loans has experienced more-than-insignificant credit deterioration. These factors may include, but are not limited to, loans 30 days or more past due, loans with an internal risk grade of below average or lower, loans classified as non-accrual by the acquired institution, materiality of the credit and loans that have been previously modified. Upon adoption of this standard, acquired loans from prior acquisitions that met the guidelines under ASC 310-30 (formerly known as “purchased credit-impaired”) were reclassified as PCD loans. The accretable portion of the loan mark as of adoption date continues to accrete into interest income. However, the non-accretable portion of the loan mark was added to the allowance upon adoption, and any reversals of such mark will flow through the allowance in future periods. The loan mark on ASC 310-20 loans (“non-purchased credit-impaired”) from prior acquisitions continues to accrete through interest income over the life of such loans.

Previous wording

Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for credit losses. Acquired loans are classified into two categories; PCD loans and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. Non-PCD loans will have an allowance established on acquisition date, which is recognized in the current period provision for credit losses. For PCD loans, an allowance is recognized on day 1 by adding it to the fair value of the loan, which is the “Day 1 amortized cost”. There is no credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan. Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment.

Current wording

Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for credit losses. Acquired loans are classified into two categories; PCD loans and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. Non-PCD loans will have an allowance established on acquisition date, which is recognized in the current period provision for credit losses. For PCD loans, an allowance is recognized on day 1 by adding it to the fair value of the loan, which is the “Day 1 amortized cost”. There is no credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan. Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment. Please refer to Note 2, "Mergers and Acquisitions" of the Consolidated Financial Statements for additional information.

Previous wording

Through successful operational execution, Wesbanco generated solid annual net income, while remaining a well-capitalized institution with sound liquidity and credit quality metrics. For the twelve months ended December 31, 2024, net income available to common shareholders was $141.4 million, or $2.26 per diluted share, as compared to $148.9 million, or $2.51 per diluted share, for the twelve months ended December 31, 2023. Net income available to common shareholders excluding after-tax restructuring and merger-related expenses (non-GAAP measure) was $146.4 million, or $2.34 per diluted share for the year ended December 31, 2024. These decreases were due in large part to the higher funding costs for both deposits and borrowings, inflationary cost pressures, and the recording of a larger provision expense as compared to the prior year. Interest income increased $114.1 million or 16.0% to $825.6 million in 2024 compared to 2023. Net interest income decreased $3.1 million or 0.7% from 2023, primarily due to higher funding costs. Non-interest income increased $7.5 million or 6.3% in 2024 compared to 2023, driven by a $3.9 million increase in service charges on deposits, a $2.5 million increase in trust fees and a $1.6 million increase in mortgage banking income. Excluding restructuring and merger-related expenses, non-interest expense increased $9.3 million or 2.4%, driven by increases in other operating, equipment and software, FDIC insurance, salaries and wages expense.

Current wording

Through successful operational execution, Wesbanco generated solid annual net income, while remaining a well-capitalized institution with sound liquidity and credit quality metrics. For the twelve months ended December 31, 2025, net income available to common shareholders was $202.6 million, or $2.23 per diluted share, as compared to $141.4 million, or $2.26 per diluted share, for the twelve months ended December 31, 2024. Net income available to common shareholders excluding after-tax restructuring and merger-related expenses and the day one provision for credit losses on acquired loans (non-GAAP measure) was $309.5 million, or $3.40 per diluted share for the year ended December 31, 2025. The increase in net income was due in large part to the acquisition of PFC. Interest income increased $446.3 million or 54.1% to $1.3 billion in 2025 compared to 2024. Net interest income increased $336.1 million or 70.3% from 2024, reflecting 3 quarters of the PFC acquisition. Non-interest income increased $38.8 million or 30.3% in 2025 compared to 2024, driven by a $11.4 million increase in service charges on deposits, a $6.5 million increase in digital banking income, and a $6.4 million increase in trust fees, mainly driven by the acquisition of PFC. Excluding restructuring and merger-related expenses, non-interest expense increased $153.2 million or 38.7%, driven by increases in salaries and wages, equipment and software, and employee benefits, reflective of the PFC acquisition.

Previous wording

Total assets as of December 31, 2024 were $18.7 billion, an increase of 5.5% as compared to December 31, 2023. As of December 31, 2024, total portfolio loans were $12.7 billion compared to $11.6 billion at December 31, 2023, reflecting an 8.7% increase year-over year. The loan growth funding is reflected within the increase in total deposits of $965.0 million or 7.3% at December 31, 2024 compared to December 31, 2023. Criticized and classified loan balances increased to 2.80% of total portfolio loans, as compared to 2.22% at December 31, 2023. Annualized net loan charge-offs to average loans for the full year period increased seven basis points compared to 2023.

Current wording

Total assets as of December 31, 2025 were $27.7 billion, an increase of 48.2% as compared to December 31, 2024, primarily due to the acquisition of PFC. As of December 31, 2025, total portfolio loans were $19.2 billion compared to $12.7 billion at December 31, 2024, reflecting a 51.9% increase year-over year. The loan growth funding is reflected within the increase in total deposits of $7.5 billion or 53.3% at December 31, 2025 compared to December 31, 2024, due to the acquired PFC deposits of $6.9 billion and organic growth of $662.0 million. Criticized and classified loan balances increased slightly to 3.15% of total portfolio loans, as compared to 2.80% at December 31, 2024. Annualized net loan charge-offs to average loans for the full year period decreased seven basis points compared to 2024.

Previous wording

Wesbanco continues to maintain what we believe are strong regulatory capital ratios, as both consolidated and bank-level regulatory capital ratios are well above the applicable “well-capitalized” standards promulgated by bank regulators and the BASEL III capital standards. At December 31, 2024, Tier I leverage was 10.68%, Tier I risk-based capital was 13.06%, total risk-based capital was 15.88%, and the common equity Tier 1 capital ratio was 12.07%.

Current wording

Wesbanco continues to maintain what we believe are strong regulatory capital ratios, as both consolidated and bank-level regulatory capital ratios are well above the applicable “well-capitalized” standards promulgated by bank regulators and the BASEL III capital standards. At December 31, 2025, Tier I leverage was 9.42%, Tier I risk-based capital was 11.42%, total risk-based capital was 13.92%, and the common equity Tier 1 capital ratio was 10.37%.

Previous wording

Strong earnings enabled Wesbanco to increase the quarterly dividend to $0.37 per share in the fourth quarter of 2024, the eighteenth increase over the last fourteen years, cumulatively representing a 164% increase over that period.

Current wording

Strong earnings enabled Wesbanco to increase the quarterly dividend to $0.38 per share in the fourth quarter of 2025, the eighteenth increase over the last fifteen years, cumulatively representing a 171% increase over that period.

Previous wording

Certain items excluded from the calculation consist of after-tax restructuring and merger-related expenses.

Current wording

Certain items excluded from the calculation consist of after-tax restructuring and merger-related expenses and the after-tax day one provision for credit losses on acquired loans.

Previous wording

For the year ended December 31, 2024, net income available to common shareholders was $141.4 million, or $2.26 per diluted share, compared to $148.9 million, or $2.51 per diluted share for the year ended December 31, 2023. Net income available to common shareholders for the year ended December 31, 2024 decreased 5.1% compared to 2023, while diluted per share earnings decreased 10.0%.

Current wording

For the year ended December 31, 2025, net income available to common shareholders was $202.6 million, or $2.23 per diluted share, compared to $141.4 million, or $2.26 per diluted share for the year ended December 31, 2024. Net income available to common shareholders for the year ended December 31, 2025 increased 43.3% compared to 2024, while diluted per share earnings decreased 1.3%.

Previous wording

For the year ended December 31, 2024, net interest income decreased $3.1 million or 0.7%, primarily due to higher funding costs offsetting the impact of loan growth and higher earning asset yields year-to-date. This also resulted in a decrease in the net interest margin of 18 basis points to 2.96% in 2024 as compared to 2023 due to the overall higher rate environment and its effect on the rate paid on interest bearing liabilities. Average loan balances increased 9.5% in 2024, mostly due to a lower level of commercial real estate payoffs and continued strong performance by the commercial and residential lending teams, while average investment securities decreased 7.4% over the same period. Total average deposits increased in 2024 by $630.3 million or 4.9% compared to 2023, due to customer preferences in the higher interest rate environment and deposit gathering initiatives implemented by management.

Current wording

For the year ended December 31, 2025, net interest income increased $336.1 million or 70.3% from 2024, primarily due to a combination of higher loan and securities yields and lower funding costs. This also resulted in an increase in the net interest margin of 57 basis points to 3.53% in 2025 as compared to 2024. Average loan balances increased 47.3% in 2025, primarily due to the PFC acquisition, while average investment securities increased 22.6% over the same period. Total average deposits increased in 2025 by $6.5 billion or 47.6% compared to 2024, due to customer preferences in the current interest rate environment and deposit gathering initiatives implemented by management.

Previous wording

The provision for federal and state income taxes decreased to $33.6 million in 2024 compared to $35.0 million in 2023, due primarily to lower pre-tax income in 2024. The effective tax rate was 18.2% and 18.1% for the years ended December 31, 2024 and 2023, respectively. Wesbanco recognized $3.8 million and $3.7 million in New Markets Tax Credits for the years ended December 31, 2024 and 2023, respectively.

Current wording

The provision for federal and state income taxes increased to $56.1 million in 2025 compared to $33.6 million in 2024, due primarily to higher pre-tax income in 2025. The effective tax rate was 20.1% and 18.2% for the years ended December 31, 2025 and 2024, respectively. Wesbanco recognized $3.9 million and $3.8 million in New Markets Tax Credits for the years ended December 31, 2025 and 2024, respectively.

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 decreased $3.1 million or 0.7% in 2024 compared to 2023, primarily due to higher funding costs offsetting the impact of loan growth and higher earning assets year-to-date. Rates were impacted from the 525 basis point increase in the federal funds rate since the first quarter of 2022, while federal funds rates did see a 100 basis point cut late in 2024, the interest rate environment generally remained elevated. Total average deposits, excluding CDs, increased in 2024 by $171.5 million or 1.4% compared to 2023, due to the success of deposit gathering and retention. The cost of interest bearing deposits increased by 97 basis points and the cost of total liabilities increased by 82 basis points from 2023 to 2024. The increase in the cost is primarily due to the effect of the previously mentioned federal funds rate increases on the rates paid on interest bearing demand deposits, customer repurchase agreements, term Federal Home Loan Bank borrowings and junior subordinated debentures.

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 $336.1 million or 70.3% in 2025 compared to 2024, primarily due to the acquisition of PFC, resulting in an increase in earning asset balances. Rates generally remained elevated in 2025, though the federal funds rates decreased 75 basis points in the fourth quarter of 2025. Total average deposits, excluding CDs, increased in 2025 by $5.2 billion or 42.9% compared to 2024, due to the acquisition of PFC and the success of deposit gathering and retention. The cost of interest bearing deposits decreased by 22 basis points and the cost of total liabilities decreased by 35 basis points from 2024 to 2025. The decrease in the cost is primarily due to the effect of the previously mentioned federal funds rate decreases on the rates paid on interest bearing demand deposits, customer repurchase agreements, term Federal Home Loan Bank ("FHLB") borrowings and junior subordinated debentures.

Previous wording

Interest income increased $114.1 million or 16.0% in 2024 compared to 2023 due to higher yields in most of the major earning asset categories. Earning asset yields were influenced positively in 2024 compared to 2023 from the previously mentioned increases in the Federal Reserve’s federal funds rate of 525 basis points since the first quarter of 2022. Average loan balances increased $1.1 billion or 9.5% in 2024 compared to 2023, due to strong performance by banking teams across all markets. Loan yields increased by 47 basis points during 2024 to 5.83% due to the previously mentioned higher rate environment and its effect on the repricing of portfolio loans, as well as higher offered rates on new 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 2024, average loans represented 74.8% of average earning assets, an increase from 72.0% in 2023. Taxable securities yields increased by 11 basis points in 2024 due to higher yields on new purchases. Decreased prepayments on mortgage-backed securities in the higher rate environment also further benefited the taxable securities yields due to reduced amortization on securities purchased at a premium. Tax-exempt securities yields increased by two basis points in 2024 from 2023. The average balance of tax-exempt securities, which have the highest yields within securities, increased from 19.9% of total average securities in 2023 to 20.5% of total average securities in 2024.

Current wording

Interest income increased $446.3 million or 54.1% in 2025 compared to 2024 due to the acquisition of PFC. Earning asset yields were influenced positively in 2025 compared to 2024 from the acquired PFC assets at current market rates. Average loan balances increased $5.8 billion or 47.3% in 2025 compared to 2024, due to the acquisition of PFC and strong performance by banking teams across all markets. Loan yields increased by 28 basis points during 2025 to 6.11%. 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 2025, average loans represented 77.3% of average earning assets, an increase from 74.8% in 2024. Taxable securities yields increased by 68 basis points in 2025 due to higher yields on new purchases and addition of the PFC securities. Tax-exempt securities yields increased by 15 basis points in 2025 from 2024. The average balance of tax-exempt securities, which have the highest yields within securities, decreased from 20.5% of total average securities in 2024 to 16.5% of total average securities in 2025.

Previous wording

Interest expense increased $117.3 million in 2024 as compared to 2023, due to increases in the cost of most interest bearing liability categories in the higher rate environment. The cost of interest bearing liabilities increased by 82 basis points from 2023 to 3.07% in 2024. Average interest bearing deposits increased by $1.1 billion or 12.5% from 2023 to 2024. The rate on interest bearing deposits increased 97 basis points to 2.72% in 2024 as compared to 2023, primarily from increases in rates on interest bearing demand deposits, money market accounts and savings deposits in response to competitive pressures from higher market rates. Average non-interest bearing demand deposit balances decreased from 2023 to 2024 by $452.9 million or 10.5%, and were 28.4% of total average deposits at December 31, 2024, compared to 33.2% at December 31, 2023. The average balance of FHLB borrowings increased by $26.1 million from 2023 to 2024 to maintain liquidity needs. New higher-rate borrowings taken out in 2024 increased the average rate by 16 basis points to 5.37% from 5.21% in 2023. Average repurchase agreements balances increased $9.7 million or 8.4% from 2023 to 2024, while their average rate paid increased by 95 basis points due to the impact from the higher rate environment. Subordinated and junior subordinated debt balances and average rates remained relatively flat from 2023 to 2024.

Current wording

Interest expense increased $110.2 million in 2025 as compared to 2024, due to the acquisition of PFC. The cost of interest bearing liabilities decreased by 35 basis points from 2024 to 2.72% in 2025. Average interest bearing deposits increased by $5.3 billion or 54.2% from 2024 to 2025. The rate on interest bearing deposits decreased 22 basis points to 2.50% in 2025 as compared to 2024, primarily from decreases in rates on interest bearing demand deposits, money market accounts and savings deposits. Average non-interest bearing demand deposit balances increased from 2024 to 2025 by $1.2 billion or 31.1%, and were 25.2% of total average deposits at December 31, 2025, compared to 28.4% at December 31, 2024. The average balance of FHLB borrowings increased by $0.2 billion from 2024 to 2025 to maintain liquidity needs. New lower-rate borrowings taken out in 2025 decreased the average rate by 96 basis points to 4.41% from 5.37% in 2024. Subordinated and junior subordinated debt average balances increased $65.5 million from 2024 to 2025, due to the acquired PFC debt, with an average rate of 5.81% in 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 $2.9 million, $2.7 million and $8.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. As part of loan fees, PPP loan fees were $0.2 million and $5.9 million for the years ended December 31, 2023 and 2022, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $3.1 million, $4.5 million and $8.0 million for the years ended December 31, 2024, 2023 and 2022, 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 $7.0 million, $2.9 million and $2.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $55.3 million, $3.1 million and $4.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Previous wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $0.2 million, $0.5 million and $1.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Current wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $10.3 million, $0.2 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, 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 was $19.3 million in 2024 compared to $17.8 million in 2023 as a result of loan growth as well as changes in macroeconomic conditions over the reasonable and supportable forecast period of one year, primarily increasing the allowance for loan losses. Furthermore, the increase to the provision was driven by an increase in individually evaluated loans, specifically within the CRE portfolio. Non-performing loans were 0.31% of total loans as of December 31, 2024, and increased from 0.23% of total loans at the end of 2023. Non-performing assets were 0.32% of total loans and other real estate and repossessed assets as of December 31, 2024, increasing from 0.24% at the end of 2023. Criticized and classified loans were 2.80% of total loans, increasing from 2.22% as of December 31, 2023, primarily due to downgrades within the CRE portfolio. Past due loans at December 31, 2024 were 0.47% of total loans, compared to 0.28% at December 31, 2023. (Please see the Credit Quality and 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. The provision for credit losses - loans and loan commitments was $77.2 million in 2025 compared to $19.3 million in 2024, primarily due to $59.4 million in initial provision expense recorded for the PFC acquired loans. Additionally, loan growth, changes in macroeconomic conditions over the reasonable and supportable forecast period of one year, and an increase in individually evaluated loans contributed to the increase in provision. Non-performing loans were 0.48% of total loans as of December 31, 2025, and increased from 0.31% of total loans at the end of 2024. Non-performing assets were 0.48% of total loans and other real estate and repossessed assets as of December 31, 2025, increasing from 0.32% at the end of 2024. Criticized and classified loans were 3.15% of total loans, increasing from 2.80% as of December 31, 2024, primarily due to downgrades within the CRE portfolio. Past due loans at December 31, 2025 were 0.67% of total loans, compared to 0.47% at December 31, 2024. (Please see the Credit Quality and 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 represented 21.1% and 20.0% of total revenue for 2024 and 2023, respectively. Wesbanco offers its customers a wide range of retail, commercial, investment and electronic 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. Non-interest income increased $7.5 million or 6.3% in 2024 compared to 2023, primarily due to increases in trust fees, service charges on deposits, mortgage banking income, and other income. The increases were slightly offset by decreases in net swap fee and valuation income, bank-owned life insurance and net gains on other real estate owned and other assets.

Current wording

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represented 17.0% and 21.1% of total revenue for 2025 and 2024, respectively. Wesbanco offers its customers a wide range of retail, commercial, investment and electronic 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. Non-interest income increased $38.8 million or 30.3% in 2025 compared to 2024, primarily due to increases in trust fees, service charges on deposits, digital banking income, net swap fee and valuation income, bank-owned life insurance, net securities gains, and mortgage banking income. The increases were slightly offset by a decrease in net gains on other real estate owned and other assets and payment processing fees.

Previous wording

Trust fees increased $2.5 million or 9.0% in 2024 compared to 2023. Trust assets of $6.0 billion at December 31, 2024, increased from $5.4 billion at December 31, 2023. As of December 31, 2024, trust assets include managed assets of $4.8 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 as of December 31, 2024 and $0.8 billion as of December 31, 2023, and are included in managed assets.

Current wording

Trust fees increased $6.4 million or 20.9% in 2025 compared to 2024, due to the addition of PFC trust clients, market value appreciation, and organic growth. Trust assets of $7.9 billion at December 31, 2025, increased from $6.0 billion at December 31, 2024. As of December 31, 2025, trust assets include managed assets of $6.2 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 both December 31, 2025 and December 31, 2024, and are included in managed assets.

Previous wording

Service charges on deposits increased $3.9 million or 14.8% in 2024 compared to 2023, due to an increase in transactional fee income from new products and services, including treasury management, as well as increased general consumer spending.

Current wording

Service charges on deposits increased $11.4 million or 38.1% in 2025 compared to 2024, due to the addition of PFC, fee income from new products and services, including treasury management services, and increased general spending.

Previous wording

Net swap fee and valuation income, which includes fair value adjustments, decreased $1.0 million or 14.0% in 2024 as compared to 2023. The decrease was specifically due to a decrease in the amount of new swaps originated and their associated swap fee income and was partially offset by positive fair value adjustments. In 2024, new swaps totaled $494.8 million in notional principal resulting in $4.9 million in fee income, compared to new swaps totaling $728.7 million in notional principal resulting in $9.0 million in fee income in 2023. Fair market value adjustments on swaps in 2024 totaled a positive $1.0 million as compared to a negative $2.1 million in 2023.

Current wording

Net swap fee and valuation income, which includes fair value adjustments, increased $3.0 million or 49.7% in 2025 compared to 2024, mostly due to an increase in swap fee income from the execution of new swaps. In 2025, new swaps totaled $916.1 million in notional principal resulting in $10.0 million in fee income, compared to new swaps totaling $494.8 million in notional principal resulting in $4.9 million in fee income in 2024. Fair market value adjustments on swaps in 2025 totaled a negative $1.1 million as compared to a positive $1.0 million in 2024.

Previous wording

Mortgage banking income increased $1.6 million or 61.0% in 2024 compared to 2023, due to more residential mortgages sold in the secondary market, as well as an associated wider gain-on-sale margin. In 2024, total mortgage production was $0.6 billion, which was a decrease of 13.0% from total production in 2023. In 2024, $307.8 million in mortgages were sold into the secondary market as compared to $293.4 million in 2023. Included in mortgage banking income is a loss of $0.1 million and a gain of $0.8 million from the fair value adjustments on mortgage loan commitments and related derivatives for 2024 and 2023, respectively.

Current wording

Mortgage banking income increased $1.9 million or 45.1% in 2025 compared to 2024, due to a 39.3% year-over-year increase in salable residential mortgage originations primarily related to the larger customer base. In 2025, $428.8 million in mortgages were sold into the secondary market as compared to $307.8 million in 2024. Included in mortgage banking income are losses of $0.5 million and $0.1 million from the fair value adjustments on mortgage loan commitments and related derivatives for 2025 and 2024, respectively.

Previous wording

Non-interest expense in 2024, excluding restructuring and merger-related expenses, increased $9.3 million or 2.4% compared to 2023. The primary drivers of this increase were higher equipment and software costs, FDIC insurance, professional fees, and postage, supplies and other expenses. These increases were slightly offset by decreases in employee benefits, marketing, amortization of intangible assets, and ATM and electronic banking and interchange expenses. Restructuring and merger-related expenses were $6.4 million in 2024 and $3.8 million in 2023, and are described in more detail below.

Current wording

Non-interest expense in 2025, excluding restructuring and merger-related expenses, increased $153.2 million or 38.7% compared to 2024. The primary drivers of this increase were higher salaries and wages, employee benefits, net occupancy, equipment and software costs, amortization of intangible assets, FDIC insurance, professional fees, franchise and other miscellaneous tax, and postage, supplies and other. Restructuring and merger related expenses of $75.9 million in 2025 and $6.4 million in 2024 were attributable to the PFC acquisition and continued branch optimization.

Previous wording

Supplies, postage, and other operating expense increased $2.5 million or 9.0% in 2024 as compared to 2023, due to higher costs and fees in support of loan growth and higher other miscellaneous expenses.

Current wording

Supplies, postage and other operating expense increased $6.4 million or 21.2% in 2025 as compared to 2024, primarily due to an increase in travel & entertainment, external statements printing, shipping costs, and other miscellaneous expenses.

Previous wording

Total assets, deposits and shareholders' equity increased 5.5%, 7.3% and 10.2%, respectively, at December 31, 2024 compared to December 31, 2023. Total securities increased $6.3 million or 0.2% from December 31, 2023 to December 31, 2024, as investment runoff was reinvested in the purchase of new securities. Total portfolio loans increased $1.0 billion or 8.7% in 2024 driven by strong performance from our commercial and residential lending teams. Total deposits increased $1.0 billion or 7.3% from year end 2023 reflecting the benefit of deposit gathering and retention efforts by our retail and commercial teams. Reflecting the impact of a higher federal funds rate, there continued to be some mix shift in the composition of total deposits; 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 since early 2020.

Current wording

Total assets, deposits and shareholders' equity increased 48.2%, 53.3% and 44.5%, respectively, at December 31, 2025 compared to December 31, 2024. Total securities increased $1.0 billion or 30.4% from December 31, 2024 to December 31, 2025, due primarily to the acquired PFC investment portfolio. Total portfolio loans increased $6.6 billion or 51.9% in 2025 due to the acquired PFC loan portfolio as well as organic loan growth resulting from the strong performance from our commercial and residential lending teams. Total deposits increased $7.5 billion or 53.3% from year end 2024 reflecting the benefit of the acquired PFC deposit portfolio as well as organic growth resulting from the deposit gathering and retention efforts by our retail and commercial teams. Reflecting the impact of an elevated federal funds rate, there continued to be some mix shift in the composition of total deposits; however, total demand deposits continue to represent 49% of total deposits, with the non-interest bearing component representing 25%, which remains consistent with the percentage range since early 2020.

Previous wording

Deposit balances were also somewhat impacted by bonus and royalty payments from Marcellus and Utica shale energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. The increase in certificates of deposit of $495.2 million is primarily due to customers' preferences during the higher interest rate environment. Total borrowings decreased 15.2% or $263.6 million during 2024, as deposit growth increased and required less funding generated through FHLB borrowings.

Current wording

Deposit balances were also somewhat impacted by bonus and royalty payments from Marcellus and Utica shale energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. The increase in certificates of deposit of $1.1 billion is primarily due to the acquired PFC CD portfolio and customers' preferences during the current interest rate environment. Total borrowings increased 10.0% or $147.8 million during 2025, as deposit growth increased and required less funding generated through FHLB borrowings.

Previous wording

Total shareholders’ equity increased $257.2 million or 10.2%, compared to December 31, 2023, primarily due to the capital raise of $191.0 million, net income of $151.5 million for the year ended December 31, 2024, and a $8.1 million other comprehensive gain exceeding the declaration of common and preferred shareholder dividends totaling $90.8 million and $10.1 million, respectively.

Current wording

Total shareholders’ equity increased $1.2 billion or 44.5%, compared to December 31, 2024, primarily due to the purchase of PFC and the common stock issued, net income of $202.6 million for the year ended December 31, 2025, and a $85.3 million other comprehensive gain exceeding the declaration of common and preferred shareholder dividends totaling $141.8 million and $15.0 million, respectively.

Previous wording

Total held-to-maturity debt securities are presented on the Consolidated Balance Sheets net of their allowance for credit losses totaling $0.1 million and $0.2 million at December 31, 2024 and December 31, 2023, respectively.

Current wording

Total held-to-maturity debt securities are presented on the Consolidated Balance Sheets net of their allowance for credit losses totaling $0.2 million and $0.1 million at December 31, 2025 and December 31, 2024, respectively.

Previous wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreased by $6.2 million or 0.2% from December 31, 2023 to December 31, 2024. Throughout the year, the available-for-sale portfolio increased by $51.7 million or 2.4%, primarily due to $383.4 million in purchases and an $11.8 million decrease in unrealized losses, which were partially offset by $275.0 million in paydowns and $65.6 million in maturities and calls. The held-to-maturity portfolio decreased by $46.6 million or 1.0% due to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 15 basis points from 2.52% at December 31, 2023 to 2.67% at December 31, 2024, primarily due to higher yields on purchased securities.

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 December 31, 2025. Throughout the year, the available-for-sale portfolio increased by $1.0 billion or 46.4%, primarily due to the PFC acquisition of $1.1 billion and $1.4 billion in purchases, offset by $961.6 million in sales, $429.9 million in paydowns, $209.0 million in maturities and calls and a decrease of $110.6 million in unrealized losses. The held-to-maturity portfolio decreased by $20.8 million or 1.8% due primarily to maturities and calls of corporate debt securities. The weighted average yield of the portfolio increased 61 basis points from 2.67% at December 31, 2024 to 3.28% at December 31, 2025, primarily due to the assets acquired in the PFC acquisition at current market rates.

Previous wording

Total gross unrealized securities losses increased $3.4 million, from $438.3 million as of December 31, 2023 to $441.7 million at December 31, 2024. The increase in unrealized losses from December 31, 2023 was due to an increase in market rates throughout 2024 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at December 31, 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 $141.5 million, from $441.7 million as of December 31, 2024 to $300.2 million at December 31, 2025. The decrease in unrealized losses from December 31, 2024 was due to a decrease in market rates throughout 2025 causing market prices to increase on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at December 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 December 31, 2024 and December 31, 2023 were $223.8 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 $146.1 million at December 31, 2024, compared to $130.4 million as of December 31, 2023. With approximately 34% of the investment portfolio in the held-to-maturity category, the recent movement in interest rates does not have as much of an impact on other comprehensive income as that of 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 December 31, 2025, and December 31, 2024 were $139.5 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 $96.2 million at December 31, 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 of an impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

Previous wording

Wesbanco uses prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of its securities. Wesbanco validates prices received from pricing services or brokers using a variety of methods, including, but not limited to: (1) comparison to secondary pricing services; (2) corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices; (3) review of pricing by personnel familiar with market liquidity and other market-related conditions; (4) review of pricing service methodologies; (5) review of independent auditor reports received from the pricing service regarding its internal controls; and (6) through review of inputs and assumptions used in pricing certain securities thinly-traded or with limited observable data points. The procedures in place provide management with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of Wesbanco’s securities. For additional disclosure relating to fair value measurement, refer to Note 17, “Fair Value Measurement” in the Consolidated Financial Statements.

Current wording

Wesbanco uses prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of its securities. Wesbanco validates prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, review of pricing by personnel familiar with market liquidity and other market-related conditions, review of pricing service methodologies, review of independent auditor reports received from the pricing service regarding its internal controls, and through review of inputs and assumptions used in pricing certain securities thinly-traded or with limited observable data points. The procedures in place provide management with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of Wesbanco’s securities. For additional disclosure relating to fair value measurement, refer to Note 17, “Fair Value Measurement” in the Consolidated Financial Statements.

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 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 December 31, 2024 and 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 impact this assumption. Wesbanco recorded an allowance on held-to-maturity debt securities of $0.1 million and $0.2 million as of December 31, 2024 and 2023, respectively.

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 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 December 31, 2025 and 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. Wesbanco recorded an allowance on held-to-maturity debt securities of $0.2 and $0.1 million as of December 31, 2025 and 2024, respectively.

Previous wording

Cost-method investments consist primarily of FHLB of Pittsburgh stock totaling $48.2 million and $62.0 million at December 31, 2024 and 2023, respectively, and are included in other assets in the Consolidated Balance Sheets.

Current wording

Cost-method investments consist primarily of FHLB of Pittsburgh and Cincinnati stock totaling $58.5 million and $48.2 million at December 31, 2025 and 2024, respectively, and are included in other assets in the Consolidated Balance Sheets.

Previous wording

Wesbanco’s municipal portfolio comprises 34.2% of the overall securities portfolio as of December 31, 2024 compared to 35.6% as of December 31, 2023, which carries different risks that are not as prevalent in other security types contained in the portfolio. The following table presents the allocation of the individual bonds in the municipal bond portfolio based on the combined ratings of two major bond credit rating agencies (at fair value):

Current wording

Wesbanco’s municipal portfolio comprises 26.4% of the overall securities portfolio as of December 31, 2025 compared to 34.2% as of December 31, 2024, which carries different risks that are not as prevalent in other security types contained in the portfolio. The following table presents the allocation of the individual bonds in the municipal bond portfolio based on the combined ratings of two major bond credit rating agencies (at fair value):

Previous wording

Wesbanco’s municipal bond portfolio at December 31, 2024, consists of $371.3 million of taxable and $653.3 million of tax-exempt general obligation and revenue bonds. The following table presents additional information regarding the municipal bond type and issuer (at fair value):

Current wording

Wesbanco’s municipal bond portfolio at December 31, 2025, consists of $383.9 million of taxable and $695.6 million of tax-exempt general obligation and revenue bonds. The following table presents additional information regarding the municipal bond type and issuer (at fair value):

Previous wording

(3) Contains obligations in the state of West Virginia totaling $28.5 million or 2.8% of the total municipal portfolio.

Current wording

(3) Contains obligations in the state of West Virginia totaling $34.4 million or 3.2% of the total municipal portfolio.

Previous wording

Total portfolio loans increased $1.0 billion or 8.7% from December 31, 2023 to December 31, 2024, due to strong growth throughout the year in both the commercial real estate and residential real estate portfolios. Commercial real estate loans increased $761.2 million or 11.6%, as improved property increased 8.4% and land and construction loans increased 28.1%. Commercial and industrial loans increased $116.6 million or 7.0%. Retail loans also improved throughout the year, as residential real estate loans increased $81.5 million or 3.3% and home equity loans increased $86.9 million or 11.8%, while consumer loans decreased $28.3 million or 12.3%. Portfolio loans are presented in the Consolidated Balance Sheets net of deferred loan fees and costs and discounts on purchased loans. The net deferred loan costs were $11.9 million and $11.5 million as of December 31, 2024 and 2023, respectively. Wesbanco conducts a deferred loan cost study to determine the allowable costs to be deferred over the life of the loan. Wesbanco’s deferred costs have continued to increase at a faster rate than the related customer deferred fee income causing the balance of the deferred loan costs to outweigh the deferred loan fees, primarily from home equity lines of credit, which have little fee income. Purchased loan discounts from acquisitions included in the portfolio loan balances were $10.5 million and $13.5 million as of December 31, 2024 and 2023, respectively. Loan accretion included in interest income on loans acquired from prior acquisitions was $3.1 million and $4.5 million for the years ended December 31, 2024 and 2023, respectively.

Current wording

Total portfolio loans increased $6.6 billion or 51.9% from December 31, 2024 to December 31, 2025, due primarily to the PFC acquisition. Commercial real estate loans increased $3.6 billion or 49.3%, as improved property increased 53.2% and land and construction loans increased 31.9%. Commercial and industrial loans increased $1.1 billion or 60.2%. Retail loans also increased throughout the year, as residential real estate loans increased $1.4 billion or 56.3% and home equity loans increased $308.3 million or 37.5%, while consumer loans increased $154.5 million or 76.7%. Portfolio loans are presented in the Consolidated Balance Sheets net of deferred loan fees and costs and discounts on purchased loans. The net deferred loan costs were $13.9 million and $11.9 million as of December 31, 2025 and 2024, respectively. Wesbanco conducts a deferred loan cost study to determine the allowable costs to be deferred over the life of the loan. Wesbanco’s deferred costs have continued to increase at a faster rate than the related customer deferred fee income causing the balance of the deferred loan costs to outweigh the deferred loan fees, primarily from home equity lines of credit, which have little fee income. Purchased loan discounts from acquisitions included in the portfolio loan balances were $302.4 million and $10.5 million as of December 31, 2025 and 2024, respectively. Loan accretion included in interest income on loans acquired from prior acquisitions was $55.3 million and $3.1 million for the years ended December 31, 2025 and 2024, respectively.

Previous wording

CRE loans at December 31, 2024 represent a significant component of the loan portfolio at 57.9%, an increase of 1.5% as compared to CRE balances at December 31, 2023. CRE—land and construction loan balances increased $296.2 million or 28.1% from December 31, 2023 to December 31, 2024, while CRE—improved property loans increased $465.0 million or 8.4% during the same period.

Current wording

CRE loans at December 31, 2025 represent a significant component of the loan portfolio at 56.9%, a decrease of 1.0% as compared to CRE balances at December 31, 2024. CRE—land and construction loan balances increased $431.6 million or 31.9% from December 31, 2024 to December 31, 2025, while CRE—improved property loans increased $3.2 billion or 53.2% during the same period.

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Previous report — wording carried elsewhere

Wesbanco is subject to risk-based capital guidelines that measure capital relative to risk-weighted assets and off-balance sheet instruments. Wesbanco and its banking subsidiary Wesbanco Bank maintain Tier 1 risk-based, Total risk-based and Tier 1 leverage capital ratios significantly above minimum regulatory levels. The Bank paid $42.0 million in dividends to Wesbanco during 2024, or