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 months ended March 31, 2026. 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 six months ended June 30, 2026. 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, 2025 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Wesbanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A and in Part II, Item 1A of this Form 10-Q. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, 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, 2025 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, 2026, 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, 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 226 branches and 242 ATMs in West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Michigan, Maryland, Tennessee, Virginia and Florida 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 216 branches and 233 ATMs in West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Michigan, Maryland, Tennessee, Virginia and Florida 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 first quarter of 2026 of $84.4 million or $0.88 per diluted share, compared to a net loss of $11.5 million or ($0.15) per diluted share, for the first quarter of 2025. The first quarter of 2025 includes the impact of a day one provision for credit losses and other expenses related to the closing of the Premier Financial Corp. (“PFC”) acquisition on February 28, 2025. 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 March 31, 2026, was $87.3 million or $0.91 per diluted share, as compared to $51.2 million or $0.66 per diluted share in the prior year's first quarter, which also excludes the after-tax day one provision for credit losses on acquired loans (non-GAAP measures).

Current wording

Wesbanco reported net income available to common shareholders for the second quarter of 2026 of $88.4 million, with diluted earnings per share of $0.91, compared to $54.9 million and $0.57 per diluted share, respectively, for the second quarter of 2025. For the six months ended June 30, 2026, net income was $172.8 million, or $1.79 per diluted share, compared to $43.4 million, or $0.50 per diluted share, for the 2025 period. As noted below, Wesbanco reported $0.92 of earnings per diluted share, in the second quarter, as compared to $0.91 in the prior year period, when excluding after-tax restructuring and merger-related expenses (non-GAAP measures). On a similar basis and excluding the after-tax day one provision for credit losses on acquired loans, Wesbanco reported $1.83 per diluted share, for the six month period, as compared to $1.60 per diluted share last year (non-GAAP measures).

Previous wording

A decrease in loan balances as compared to December 31, 2025 resulted in a negative provision for credit losses of $0.9 million in the first quarter of 2026, as compared to a provision of $68.9 million in the first quarter of 2025, which was heavily influenced by the day one provision on acquired PFC loans. Annualized net loan charge-offs, as a percentage of average portfolio loans, were 0.16% and 0.08% for the first quarters of 2026 and 2025, respectively.

Current wording

An increase in loan balances as compared to December 31, 2025 resulted in a provision for credit losses of $9.2 million in the second quarter of 2026, as compared to a provision of $3.2 million in the second quarter of 2025. Annualized net loan charge-offs as a percentage of average loans were 0.02% and 0.09% for the second quarters of 2026 and 2025, respectively.

Previous wording

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended March 31, 2026 was $143.0 million, a $29.0 million, or 25.5%, increase year-over-year primarily due to the addition of the PFC expense base, which was only in the Wesbanco expense base for one month in the prior year period, but were down as compared to the fourth quarter, reflecting expense management. Salaries and wages of $64.0 million and employee benefits expense of $17.6 million increased due to a full quarter of salaries as compared to the prior year. Amortization of intangible assets of $7.2 million increased $2.9 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC. Equipment and software expense of $15.7 million, consistent with the last several quarters, increased $2.6 million due to the acquisition of PFC. Restructuring and merger-related expenses of $3.7 million are primarily related to costs associated with the 10 financial centers that are planned to close during May.

Current wording

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended June 30, 2026 was $148.1 million, a $2.6 million, or 1.8%, increase year-over-year primarily due to higher salaries and wages offset by discretionary expense management. Salaries and wages of $66.4 million increased due to recent hiring efforts, primarily in Florida, and bonus accrual adjustments. FDIC insurance expense of $4.2 million decreased due to a lower assessment rate associated with our improved financial ratios. Equipment and software of $2.3 million decreased $1.5 million year-over-year due to the cost of operating two core systems in the prior year related to the PFC acquisition until the conversion to one platform in mid-May 2025. Amortization of intangible assets of $7.1 million decreased $2.1 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC in the prior year. Restructuring and merger-related expenses decreased $40.1 million from the prior year period, which included costs associated with the closing of the PFC acquisition.

Previous wording

For the first three months of 2026, the effective tax rate was 20.5% as compared to (7.0%) for the first three months of 2025, and the provision for income taxes increased to $22.8 million from ($0.7) million during the same time period. These changes were the result of increased pretax income in 2026 as compared to 2025 due to the day one provision for credit losses on acquired loans recorded in the first quarter of 2025.

Current wording

For the three months ended June 30, 2026, the effective tax rate was 21.1% as compared to 19.1% for the second quarter of 2025, and the provision for income taxes increased to $24.8 million from $13.6 million during the same time period. These changes were the result of increased pretax income in 2026 as compared to 2025 due primarily to the merger-related expenses recorded in the second quarter of 2025.

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 $56.9 million or 35.9% in the first quarter of 2026 compared to the first quarter of 2025. The increase is primarily due to the impact of the benefits from the acquisition of PFC, loan growth, higher securities yields and lower deposit and FHLB borrowing costs. Total average deposits increased by $5.1 billion or 30.8% in the first quarter of 2026 as compared to the first quarter of 2025. The cost of interest bearing deposits decreased by 20 basis points and the cost of total interest bearing liabilities decreased by 28 basis points from the first quarter of 2025 to the first quarter of 2026. 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.

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 $5.4 million, or 2.5%, and net interest margin increased by four basis points in the second quarter of 2026 compared to the second quarter of 2025, due to a lower cost of interest bearing liabilities, which was driven by a decrease in the volume of FHLB borrowings. Total average deposits increased $517.0 million, or 2.4%, in the second quarter of 2026 as compared to the second quarter of 2025. The cost of interest bearing deposits decreased 11 basis points and the cost of total interest bearing liabilities decreased 19 basis points from the second quarter of 2025 to the second quarter of 2026. The decrease in 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 a decrease in brokered deposit balances.

Previous wording

Interest income increased $72.4 million or 28.6% in the first quarter of 2026 compared to the same period of 2025, primarily due to realizing a full quarter of benefit from the PFC acquisition. Average loan balances increased $4.5 billion or 30.4% in the first quarter of 2026 compared to the first quarter of 2025, while loan yields decreased by eight basis points during this same period to 5.94% due to the previously mentioned general decrease in market rates. Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In the first quarter of 2026, average loans represented 77.9% of average earning assets, an increase from 76.1% in the first quarter of 2025. Average total securities balances increased $673.2 million or 17.0% from the first quarter of 2025 and represented 18.8% of total earning assets in the first quarter of 2026. Taxable securities yields increased by 48 basis points in the first quarter of 2026 from the first quarter of 2025, while tax-exempt securities yields increased 18 basis points during the same time period.

Current wording

Interest income decreased $3.3 million or 1.0% in the second quarter of 2026 compared to the same period of 2025, primarily due to a decline in the average rate on loans. Average loan balances increased $336.7 million or 1.8% in the second quarter of 2026 compared to the second quarter of 2025, while loan yields decreased by 16 basis points during this same period to 6.0% due to competitive pressures in the marketplace on loan rates. 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 2026, average loans represented 78.0% of average earning assets, which was virtually unchanged from 77.6% in the second quarter of 2025. Average total securities balances increased slightly from the second quarter of 2025 and represented 18.9% of total earning assets in the second quarter of 2026. Taxable securities yields increased by seven basis points in the second quarter of 2026 from the second quarter of 2025, while tax-exempt securities yields increased 14 basis points during the same time period.

Previous wording

Interest expense increased $15.5 million in the first quarter of 2026 as compared to the same period in 2025, due primarily to the acquisition of PFC. The cost of interest bearing liabilities decreased by 28 basis points from the first quarter of 2025 to 2.50% in the first quarter of 2026. Average interest bearing deposits increased $4.1 billion or 34.0% from the first quarter of 2025. The rate on interest bearing deposits decreased 20 basis points to 2.35% from the first quarter of 2025. Average non-interest bearing demand deposit balances increased from the first quarter of 2025 to the first quarter of 2026 by $1.0 billion or 22.1%, and were 24.4% of total average deposits at March 31, 2026, compared to 26.1% at March 31, 2025, due to the PFC acquisition and reflecting customers' preferences in the current interest rate environment. For the first quarter of 2026, Wesbanco's average loans to average deposits ratio was 89.1%, reflecting additional capacity to lend. The average balance of FHLB borrowings was virtually flat from the first quarter of 2025 to the first quarter of 2026, while the average rate on FHLB borrowings decreased by 55 basis points. The average balance of repurchase agreements decreased by $55.5 million or 34.1% over the same time period due to changes in customer preferences.

Current wording

Interest expense decreased $8.7 million in the second quarter of 2026 as compared to the same period in 2025, due primarily to a reduction in FHLB borrowings, and the cost of interest bearing liabilities decreased by 19 basis points from the second quarter of 2025 to 2.50% in the second quarter of 2026. Average interest bearing deposits increased $550.6 million, or 3.5%, from the second quarter of 2025. The rate on interest bearing deposits decreased 11 basis points to 2.35% compared to the second quarter of 2025. Average non-interest bearing demand deposit balances decreased slightly from the second quarter of 2025 to the second quarter of 2026, and were 24.5% of total average deposits at June 30, 2026, compared to 25.2% at June 30, 2025. For the second quarter of 2026, Wesbanco's average loans to average deposits ratio was 88.9%, reflecting additional lending capacity. The average balance of FHLB borrowings decreased $544.9 million compared to second quarter of 2025, while the average rate on FHLB borrowings decreased 22 basis points. The average balance of subordinated debt and junior subordinated debt decreased $48.6 million compared to the second quarter of 2025 due to the redemption of the Premier Financial Corp. ("PFC") sub debt in the fourth 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 $1.8 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $13.3 million and $6.9 million for the three months ended March 31, 2026 and 2025, 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 $2.1 million and $2.5 million for the three months ended June 30, 2026 and 2025, respectively, and were $3.9 million and $4.1 million for the six months ended June 30, 2026 and 2025, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $14.7 million and $16.5 million for the three months ended June 30, 2026 and 2025, respectively, and was $28.0 million and $23.3 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $0.3 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $0.1 million and $5.6 million for the three months ended June 30, 2026 and 2025, respectively, and was $0.4 million and $7.8 million for the six months ended June 30, 2026 and 2025, 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 three months ended March 31, 2026, Wesbanco recorded a provision for credit losses of $(0.9) million, a decrease of $69.8 million compared to the $68.9 million provision recorded for the three months ended March 31, 2025. The decrease was primarily attributable to the $59.4 million of initial provision expense recorded in the prior-year period related to the PFC acquired loans. Excluding the initial provision expense recorded for the PFC non‑PCD acquired loans, the remainder of the change in the provision was primarily driven by prepayment speed fluctuations, interest rate driven model assumptions, which reduced the quantitative reserve, and improvements in the office qualitative factor.

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 three months ended June 30, 2026, Wesbanco recorded a provision for credit losses of $9.2 million, an increase of $6.0 million compared to the $3.2 million provision recorded for the three months ended June 30, 2025. The increase was primarily driven by loan growth, changes to macroeconomic factors, increases in criticized & classified loans and increases in individually-evaluated loans. The increase is partially offset by prepayment speed fluctuations, interest rate driven model assumptions, and improvements in certain qualitative factors, all of which decreased the provision.

Previous wording

Non-performing loans were 0.76% of total portfolio loans as of March 31, 2026, increasing from 0.44% of total portfolio loans at March 31, 2025, primarily due to three CRE loans across different markets and property types, none of which were office. Criticized and classified loans were 2.91% of total portfolio loans as of March 31, 2026, decreasing from 3.32% as of March 31, 2025, due to upgrades within the loan portfolio. Past due loans at March 31, 2026 were 0.56% of total portfolio loans, compared to 0.43% at March 31, 2025. Annualized net loan charge-offs were 0.16% for the three months ended March 31, 2026, compared to 0.08% for the three months ended March 31, 2025. 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 0.75% of total portfolio loans as of June 30, 2026, increasing from 0.45% of total portfolio loans at June 30, 2025. Criticized and classified loans were 3.74% of total portfolio loans as of June 30, 2026, increasing from 3.63% as of June 30, 2025. Past due loans were 0.46% of total portfolio loans at June 30, 2026 and June 30, 2025, respectively. Annualized net loan charge-offs were 0.02% for the three months ended June 30, 2026, compared to 0.09% for the three months ended June 30, 2025. 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 16.3% of total revenue for the three months ended March 31, 2026. Wesbanco offers its customers a wide range of retail, commercial, investment and digital banking services, which are viewed as a vital component of Wesbanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to Wesbanco. For the first quarter of 2026, non-interest income increased $7.2 million or 20.7% compared to the first quarter of 2025, primarily due to a $2.4 million increase in service charges on deposits, a $1.7 million increase in trust fees, $1.2 million increase in digital banking income, a $0.8 million increase in net securities brokerage revenue, a $0.6 million increase in net gains on other real estate owned and other assets, and a $0.4 million increase in bank-owned life insurance.

Current wording

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 19.4% of total revenue for the three months ended June 30, 2026. 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 2026, non-interest income increased $9.7 million, or 22.0%, compared to the second quarter of 2025, primarily due to increases in other income, net swap fee and valuation income, net gains on other real estate owned and other assets, and service charges on deposits, partially offset by a decline in in mortgage banking income.

Previous wording

Service charges on deposits increased $2.4 million or 27.6% in the first quarter of 2026 as compared to the first quarter of 2025, due to the addition of PFC, organic growth from our treasury management products and services, and increased general spending.

Current wording

Service charges on deposits increased $1.1 million, or 10.1%, in the second quarter of 2026 compared to the second quarter of 2025, and $3.4 million, or 18.0%, in the first six months of 2026 compared to the same period in 2025. The increase in both comparisons was due to organic growth from our treasury management products and services as well as an increase in average deposit balances.

Previous wording

Bank-owned life insurance increased $0.4 million or 11.2% in the first quarter of 2026 as compared to the first quarter of 2025, due to the addition of PFC and the receipt of mortality-related benefits in the first quarter of 2026.

Current wording

Bank-owned life insurance increased $0.9 million, or 25.1%, in the second quarter of 2026 compared to the second quarter of 2025, and $1.2 million, or 18.2%, in the first six months of 2026 compared to the same period in 2025. The increase in both comparisons was primarily due to an increase in cash value and mortality benefits.

Previous wording

Net gains on other real estate owned and other assets increased $0.6 million in the first quarter of 2026 as compared to the first quarter of 2025, primarily due to an increase of $0.3 million on the sale of OREO and repossessed assets.

Current wording

Net gains on other real estate owned and other assets increased $1.9 million in the second quarter of 2026 compared to the second quarter of 2025, primarily due to a $1.6 million gain on the sale of assets this quarter resulting from the sale of former branch properties and an increase of $0.4 million in the sale of OREO and repossessed assets. Net gains on other real estate owned and other assets increased $2.5 million in the first six months of 2026 compared to the same period in 2025 for similar reasons as that for the three months ended.

Previous wording

Amortization of intangible assets increased $2.9 million or 69.5% in the first quarter of 2026 as compared to the first quarter of 2025 due to the core deposit intangible asset and the trust relationship intangible asset that were created from the acquisition of PFC.

Current wording

Amortization of intangible assets decreased $2.1 million, or 22.4%, in the second quarter of 2026 compared to the second quarter of 2025 due to a decrease in the core deposit intangible asset and the trust relationship intangible asset amortization rates. Amortization of intangible assets increased $0.9 million, or 6.5%, in the first six months of 2026 compared to the same period in 2025 due to the amortization resulting from the PFC acquisition not taking effect until March 2025.

Previous wording

Restructuring and merger-related expenses decreased $16.3 million or 81.4% in the first quarter of 2026 as compared to the first quarter of 2025, primarily due to expenses incurred in the first quarter of 2025 for the acquisition of PFC and costs associated with the financial center optimization. The $3.7 million of expense from the first quarter of 2026 is primarily related to costs associated with the 10 financial centers that are planned to close during May.

Current wording

Restructuring and merger-related expenses decreased $40.1 million in the second quarter of 2026 compared to the second quarter of 2025, primarily due to expenses incurred in the second quarter of 2025 for the acquisition of PFC. The $1.0 million from the second quarter of 2026 is primarily related to costs associated with the 10 financial centers that closed in June 2026. For the six months ended June 30, 2026, restructuring and merger-related expenses decreased $56.4 million from the same period in 2025 due to the expenses incurred from the acquisition of PFC in the first quarter of 2025.

Previous wording

The provision for income taxes was $22.8 million for the three months ended March 31, 2026, as compared to a benefit of $0.7 million for the three months ended March 31, 2025. The increase in the provision for income taxes is due to pretax income for the three months ended March 31, 2026, exceeding that for the three months ended March 31, 2025 by $121.1 million.

Current wording

The provision for income taxes was $24.8 million for the three months ended June 30, 2026, compared to a provision of $13.6 million for the three months ended June 30, 2025. The increase in the provision for income taxes is due to pretax income for the three months ended June 30, 2026, exceeding that for the three months ended June 30, 2025 by $46.6 million. Similarly, the provision for income taxes for the six months ended June 30, 2026 was $47.6 million compared to $12.9 million for the six months ended June 30, 2025.

Previous wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreased by $2.2 million from December 31, 2025 to March 31, 2026. Throughout the first three months of the year, the available-for-sale portfolio increased by $9.9 million or 0.3%, primarily due to $224.2 million in purchases, and was offset by $141.6 million in paydowns, $58.6 million in maturities and calls and an increase of $17.4 million in unrealized losses. The held-to-maturity portfolio decreased by $11.5 million or 1.0% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 1 basis point from 3.28% at December 31, 2025 to 3.29% at March 31, 2026, primarily due to security purchases during the quarter at higher market rates.

Current wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreased by $11.5 million from December 31, 2025 to June 30, 2026. Throughout the first six months of the year, the available-for-sale portfolio increased by $24.6 million or 0.7%, primarily due to purchases exceeding maturities, calls and paydowns. The held-to-maturity portfolio decreased by $24.4 million or 2.2% due to maturities and calls of municipal securities. The weighted average yield of the portfolio increased three basis points from 3.28% at December 31, 2025 to 3.31% at June 30, 2026, primarily due to security purchases during the quarter at higher market rates.

Previous wording

Total gross unrealized securities losses increased $22.4 million, from $300.2 million as of December 31, 2025 to $322.6 million at March 31, 2026. The increase in unrealized losses from December 31, 2025 was due to an increase in market rates through the first three months of 2026 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at March 31, 2026 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 increased $21.3 million, from $300.2 million as of December 31, 2025 to $321.5 million at June 30, 2026. The increase in unrealized losses from December 31, 2025 was due to an increase in market rates through the first six months of 2026 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at June 30, 2026 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.

Previous wording

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of March 31, 2026, and December 31, 2025 were $153.5 million and $139.5 million, respectively. These net unrealized pre-tax losses represent temporary fluctuations resulting from changes in market rates in relation to fixed yields in the available-for-sale portfolio, and on an after-tax basis are accounted for as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $109.3 million at March 31, 2026, compared to $96.2 million at December 31, 2025. 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.

Current wording

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of June 30, 2026, and December 31, 2025 were $159.3 million and $139.5 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 $102.0 million at June 30, 2026, compared to $96.2 million at December 31, 2025. With approximately 25% of the investment portfolio in the held-to-maturity category, 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

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 $8.0 million and $8.2 million as of March 31, 2026 and December 31, 2025, 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 million as of March 31, 2026 and December 31, 2025, 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 $8.1 million and $8.2 million as of June 30, 2026 and December 31, 2025, 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 million as of June 30, 2026 and December 31, 2025.

Previous wording

Total portfolio loans decreased $143.8 million or 0.7% from December 31, 2025, and have increased $408.9 million or 2.2% over the past twelve months, including increases of 12.6% in home equity lines of credit, 6.3% in commercial real estate (CRE) improved property and 0.1% in commercial and industrial. These are partially offset by decreases of 25.9% consumer loans, 8.3% in CRE land and construction, and 0.3% in residential real estate loans. Of note, Wesbanco has ended its indirect auto lending program as it is not core to our organic growth strategy, and not due to any credit concerns. At March 31, 2026, it represented about half of the $324.9 million consumer loan portfolio. Origination of new indirect auto loans ended in the second quarter of 2025 and the expectation is that this portfolio will runoff over the next 3 to 5 years.

Current wording

Total portfolio loans increased $252.5 million or 1.3% from December 31, 2025, and have increased $650.3 million or 3.5% over the past twelve months, including increases of 13.3% in home equity lines of credit, 8.1% in commercial real estate (CRE) improved property and 4.6% in commercial and industrial. These are partially offset by decreases of 27.1% consumer loans and 13.1% in CRE land and construction. Of note, Wesbanco has ended its indirect auto lending program as it is not core to our organic growth strategy, and not due to any credit concerns. At June 30, 2026, it represented approximately one-third of the $304.1 million consumer loan portfolio. Origination of new indirect auto loans ended in the second quarter of 2025 and the expectation is that this portfolio will runoff over the next 3 to 5 years.

Previous wording

Total loan commitments of $6.5 billion, including loans approved but not closed, increased $219.7 million or 3.5% from December 31, 2025. The average line utilization percentage for the commercial portfolio was 37.1% for the three months ended March 31, 2026 compared to 36.5% for the three months ended December 31, 2025.

Current wording

Total loan commitments of $7.0 billion, including loans approved but not closed, increased $733.4 million or 11.6% from December 31, 2025. The average line utilization percentage for the commercial portfolio was 38.6% for the three months ended June 30, 2026 compared to 36.5% for the three months ended December 31, 2025.

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 38% owner-occupied and 62% 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 31% owner-occupied and 69% investor-owned. Investor-owned office buildings represent 2.9% 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 32% owner-occupied and 68% investor-owned.

Previous wording

Loans held for sale at both March 31, 2026 and December 31, 2025 include originated residential mortgages and residential construction loans that are committed to be sold into the secondary market. Loans held for sale were $59.3 million at March 31, 2026, a decrease of $28.2 million from December 31, 2025.

Current wording

Loans held for sale at both June 30, 2026 and December 31, 2025 include originated residential mortgages and residential construction loans that are committed to be sold into the secondary market. Loans held for sale were $57.3 million at June 30, 2026, a decrease of $30.1 million from December 31, 2025.

Previous wording

Non-performing loans consist only of non-accrual loans. Non-performing loans increased $53.4 million or 58.3% from December 31, 2025, primarily due to three CRE loans across different markets and property types, none of which were office. (Please see the Notes to the Consolidated Financial Statements for additional discussion).

Current wording

Non-performing loans consist only of non-accrual loans. Non-performing loans increased $54.5 million or 59.5% from December 31, 2025, primarily due to three CRE loans across different markets and property types, none of which were office. See Note 4, "Loans and the Allowance for Credit Losses" for additional information.

Previous wording

Loans past due 30 days or more and accruing interest, excluding non-accruals, decreased $22.9 million or 17.8% and represented 0.56% of total portfolio loans, compared to 0.67% of total portfolio loans at December 31, 2025. These loans continue to accrue interest because they are both well-secured and in the process of collection. Loans 90 days or more past due, excluding non-accruals, decreased $21.6 million and represented 0.08% of total portfolio loans at March 31, 2026 as compared to 0.20% at December 31, 2025.

Current wording

Loans past due 30 days or more and accruing interest, excluding non-accruals, decreased $39.8 million or 30.9% and represented 0.46% of total portfolio loans, compared to 0.67% of total portfolio loans at December 31, 2025. These loans continue to accrue interest because they are both well-secured and in the process of collection. Loans 90 days or more past due, excluding non-accruals, decreased $16.0 million and represented 0.11% of total portfolio loans at June 30, 2026 as compared to 0.20% at December 31, 2025.

Previous wording

As of March 31, 2026, the total allowance for credit losses – loans and commitments were $217.2 million, of which $210.0 million related to loans and $7.2 million related to loan commitments. The allowance for credit losses – loans was 1.10% of total portfolio loans as of March 31, 2026, compared to 1.14% as of December 31, 2025. The allowance for credit losses – loans individually-evaluated increased $1.7 million from December 31, 2025 to March 31, 2026. On March 31, 2026, the population of individually-evaluated loans consisted of eight relationships, with a total outstanding loan balance of $67.7 million. The allowance for loans collectively-evaluated decreased from December 31, 2025 to March 31, 2026 by $10.4 million, primarily due to changes in macroeconomic conditions over the one‑year forecast period and improvements in qualitative factors. As of March 31, 2026, PCD loans from the PFC acquisition accounted for $6.6 million of the allowance for loans collectively-evaluated. The allowance for credit losses- loan commitments was $7.2 million at March 31, 2026 as compared to $7.0 million as of December 31, 2025, and is included in other liabilities on the Consolidated Balance Sheets.

Current wording

As of June 30, 2026, the total allowance for credit losses – loans and commitments was $225.5 million, of which $217.8 million related to loans and $7.7 million related to loan commitments. The allowance for credit losses – loans was 1.12% of total portfolio loans as of June 30, 2026, compared to 1.14% as of December 31, 2025. The allowance for credit losses – loans individually-evaluated increased $5.3 million from December 31, 2025 to June 30, 2026. On June 30, 2026, the population of individually-evaluated loans consisted of ten relationships, with a total outstanding loan balance of $79.5 million. The allowance for loans collectively-evaluated decreased from December 31, 2025 to June 30, 2026 by $6.2 million, primarily due to changes in macroeconomic conditions over the one‑year forecast period and improvements in qualitative factors. As of June 30, 2026, PCD loans from the PFC acquisition accounted for $5.2 million of the allowance for loans collectively-evaluated. The allowance for credit losses- loan commitments was $7.7 million at June 30, 2026 as compared to $7.0 million at December 31, 2025, and is included in other liabilities on the Consolidated Balance Sheet.

Previous wording

The allowance for credit losses by loan category, presented in Note 4, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for loan losses in each segment of the portfolio. The allowance for credit losses under the current expected credit losses ("CECL") methodology is calculated utilizing the probability of default (“PD”) and loss given default (“LGD”) approach, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, portfolio mix, concentrations and loan growth. At March 31, 2026, the primary drivers of the allowance were changes in macroeconomic conditions over the one year forecast period and improvements in certain qualitative factors. The unemployment forecast was based upon a probability weighted approach which is designed to incorporate economic forecasts from a baseline, upside and downside economy in the loss projection. At March 31, 2026, Wesbanco applied a one-year forecast and immediately reverted to historical losses. The national unemployment rate was projected to be 4.8% as of March 31, 2026 and subsequently increase to an average of 5.2% over the remainder of the one-year forecast period.

Current wording

The allowance for credit losses by loan category, presented in Note 4, “Loans and the Allowance for Credit Losses” of the Notes to Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for loan losses in each segment of the portfolio. The allowance for credit losses under the current expected credit losses ("CECL") methodology is calculated utilizing the probability of default (“PD”) and loss given default (“LGD”) approach, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, portfolio mix, concentrations and loan growth. At June 30, 2026, the primary drivers of the allowance were changes in macroeconomic conditions over the one year forecast period, increases in criticized and classified loans and improvements in certain qualitative factors. The unemployment forecast was based upon a probability weighted approach which is designed to incorporate economic forecasts from a baseline, upside and downside economy in the loss projection. At June 30, 2026, Wesbanco applied a one-year forecast and immediately reverted to historical losses. The national unemployment rate was projected to be 4.7% as of June 30, 2026 and subsequently increase to an average of 5.3% over the remainder of the one-year forecast period.

Previous wording

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 226 financial centers. The FDIC insures deposits up to $250,000 per account owner.

Current wording

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 216 financial centers. The FDIC insures deposits up to $250,000 per account owner.

Previous wording

Total deposits were virtually unchanged during the first three months of 2026. Savings deposits and demand deposits increased 4.7% and 1.6%, respectively, which were partially offset by a 3.3% decrease in money market deposits. Deposit balances were impacted by bonus and royalty payments for Marcellus and Utica shale gas payments from energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. In addition, Wesbanco also participates in the Insured Cash Sweep ("ICS®") deposit program. ICS® reciprocal balances totaled $2.4 billion and $2.2 billion at March 31, 2026 and December 31, 2025, respectively. In addition, ICS® one-way buys totaled $50.1 million and $100.2 million at March 31, 2026 and December 31, 2025, respectively.

Current wording

Total deposits decreased $76.6 million during the first six months of 2026. Savings deposits and demand deposits increased 5.6% and 0.8% respectively, which were partially offset by a 1.2% decrease in money market deposits. Wesbanco also participates in the Insured Cash Sweep ("ICS®") deposit program. ICS® reciprocal balances totaled $2.4 billion and $2.2 billion at June 30, 2026 and December 31, 2025, respectively. In addition, ICS® one-way buys totaled $100.2 million at December 31, 2025. There were no ICS® one-way buys at June 30, 2026.

Previous wording

Certificates of deposit decreased 5.1% from December 31, 2025 to March 31, 2026 due primarily to a decrease in higher cost certificates of deposit. Wesbanco does not generally solicit brokered or other deposits out-of-market or over the internet but does participate in the Certificate of Deposit Account Registry Services ("CDARS®") program. CDARS® balances totaled $75.3 million in outstanding balances at March 31, 2026, of which $0.9 million represented one-way buys, compared to $73.1 million in total outstanding balances, of which $0.9 million represented one-way buys, at December 31, 2025. Certificates of deposit greater than $250,000 were approximately $783.8 million at March 31, 2026 compared to $842.3 million at December 31, 2025. Certificates of deposit totaling approximately $2.5 billion at March 31, 2026 with a cost of 3.37% are scheduled to mature within the next 12 months. From time to time, the Bank may offer special promotions or match competitor rates on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.

Current wording

Certificates of deposit decreased 9.9% from December 31, 2025 to June 30, 2026 due primarily to a decrease in higher cost certificates of deposit. Wesbanco does not generally solicit brokered or other deposits out-of-market or over the internet but does participate in the Certificate of Deposit Account Registry Services ("CDARS®") program. CDARS® balances totaled $66.1 million in outstanding balances at June 30, 2026, of which $0.7 million represented one-way buys, compared to $73.1 million in total outstanding balances, of which $0.9 million represented one-way buys, at December 31, 2025. Certificates of deposit greater than $250,000 were approximately $736.5 million at June 30, 2026 compared to $842.3 million at December 31, 2025. Certificates of deposit totaling approximately $1.9 billion at June 30, 2026 with a cost of 3.22% are scheduled to mature within the next 12 months. From time to time, the Bank may offer special promotions or match competitor rates on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.

Previous wording

While borrowings are a significant source of funding for Wesbanco, they are less significant as compared to total deposits. FHLB borrowings decreased $0.2 billion from December 31, 2025 to March 31, 2026 as $1.1 billion in maturities were partially offset by $0.9 billion in new advances. The average cost of maturing FHLB advances for the first three months of 2026 was 3.91% while the average cost of new borrowings was 3.87%.

Current wording

While borrowings are a significant source of funding for Wesbanco, they are less significant as compared to total deposits. FHLB borrowings increased $0.2 billion from December 31, 2025 to June 30, 2026 as $1.3 billion in new advances were partially offset by $1.1 billion in maturities. The average cost of new borrowings approximated the cost of maturing borrowings during the first six months of 2026 at 3.91%.

Previous wording

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $114.1 million at March 31, 2026, compared to $110.7 million at December 31, 2025. There were no outstanding federal funds purchased at either March 31, 2026 or December 31, 2025.

Current wording

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $88.4 million at June 30, 2026, compared to $110.7 million at December 31, 2025. There were no outstanding federal funds purchased at either June 30, 2026 or December 31, 2025.

Previous wording

Shareholders' equity increased $38.7 million or 1.0% from December 31, 2025, to $4.1 billion at March 31, 2026. The increase resulted from $88.6 million in net earnings for the three months ended March 31, 2026, which was partially offset by the declaration of common and preferred shareholder dividends totaling $36.2 million and $4.2 million, respectively, and a $13.9 million other comprehensive income loss for the three months ended March 31, 2026. Wesbanco also increased its quarterly dividend rate $0.01 per quarter to $0.38 per share in November 2025, representing a 2.7% increase over the prior quarterly rate and a cumulative 171% increase since 2010.

Current wording

Shareholders' equity increased $77.8 million or 1.9% from December 31, 2025, to $4.1 billion at June 30, 2026. The increase resulted from $181.3 million in net earnings for the six months ended June 30, 2026, which was partially offset by the declaration of common and preferred shareholder dividends totaling $72.4 million and $8.5 million, respectively, and a $19.8 million other comprehensive loss for the six months ended June 30, 2026. Wesbanco also increased its quarterly dividend rate $0.01 per quarter to $0.38 per share in November 2025, representing a 2.7% increase over the prior quarterly rate and a cumulative 171% increase since 2010.

Previous wording

Regulatory guidelines require bank holding companies and commercial banks to maintain certain minimum capital ratios and define companies as “well capitalized” that sufficiently exceed the minimum ratios. At March 31, 2026, regulatory capital levels for both the Bank and Wesbanco were substantially greater than the minimum amounts needed to be considered “well capitalized” under the regulations. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to Wesbanco. As of March 31, 2026, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $365.6 million from the Bank.

Current wording

Regulatory guidelines require bank holding companies and commercial banks to maintain certain minimum capital ratios and define companies as “well capitalized” that sufficiently exceed the minimum ratios. At June 30, 2026, regulatory capital levels for both the Bank and Wesbanco were substantially greater than the minimum amounts needed to be considered “well capitalized” under the regulations. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to Wesbanco. As of June 30, 2026, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $406.2 million from the Bank.