WESBANCO INC

Previous wording

Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of Wesbanco for the three and six months ended June 30, 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 nine months ended September 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”) 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.

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 SEC including Wesbanco's Form 10-Q for the quarters ending March 31, 2026 and June 30, 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 under “Risk Factors” in Part I, Item 1A and in our other reports filed with the SEC. 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 FDIC, 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 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.

Current wording

Wesbanco is a multi-state bank holding company operating through 216 branches and 235 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

Net interest income for the second quarter of 2026 was $222.2 million, an increase of $5.4 million, or 2.5% from the second quarter of 2025, reflecting lower FHLB borrowing and deposit costs along with higher securities yields. For the six months ended June 30, 2026, net interest income of $437.6 million increased $62.3 million, or 16.6%, primarily due to the reasons discussed for the three-month period comparison and higher loan balances. The second quarter margin of 3.63% improved 4 basis points year-over-year primarily due to lower funding costs. Deposit funding costs of 2.35% for the second quarter of 2026 decreased 11 basis points from the second quarter of 2025. When including non-interest bearing deposits, deposit funding costs for the second quarter were 1.78%.

Current wording

Net interest income for the third quarter of 2026 was $226.9 million, an increase of $10.2 million, or 4.7% year-over-year, driven by loan growth, upward loan repricing, and higher securities yields. The third quarter net interest margin of 3.60% improved 7 basis points year-over-year primarily due to lower funding costs. Deposit funding costs of 2.39% for the third quarter of 2026 decreased 17 basis points from the third quarter of 2026. When including non-interest bearing deposits, deposit funding costs for the third quarter were 1.80%.

Previous wording

For the second quarter of 2026, non-interest income of $53.6 million increased $9.7 million, or 22.0%, from the second quarter of 2025 due primarily to higher net swap and valuation income, service charges on deposits, and other income. Gross swap fees were $2.8 million in the second quarter, compared to $1.4 million in the prior year period, while the fair value adjustment was a gain of $0.3 million, compared to a loss of $0.7 million in the prior year period. Service charges on deposits increased $1.1 million year-over-year due to increased general spending and higher transaction volumes from our larger customer base, as well as an increase in monthly fees that took effect June 2026. Other income for the second quarter of 2026 included a non-recurring $4.8 million gain related to the freezing of future service for actively employed participants in the pension plan. Mortgage banking income decreased $1.3 million from the prior year period primarily due to more mortgage volume going into portfolio loans.

Current wording

For the third quarter of 2026, non-interest income of $45.9 million increased $1.0 million, or 2.2%, from the third quarter of 2025 due primarily to higher net swap and valuation income, service charges on deposits, and trust fees. Gross swap fees were $2.8 million in the third quarter, compared to $3.2 million in the prior year period, while the fair value adjustment was $2.1 million, compared to a negligible gain in the prior year period. Service charges on deposits increased $1.1 million year-over-year due to an increase in monthly fees that took effect during June 2026, as well as increased general spending and higher transaction volumes. Trust fees of $9.7 million, increased $0.7 million year-over-year, due to higher assets under management. Mortgage banking income decreased $1.8 million from the prior year period due to more mortgage volume retained in the portfolio.

Previous 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.

Current wording

Non-interest expense of $150.9 million, decreased $5.3 million, or 3.4%, year-over-year primarily due to lower restructuring and merger-related expenses associated with the PFC acquisition and discretionary expense management, partially offset by higher salaries and wages. Salaries and wages of $69.1 million increased due to hiring efforts in Florida and Nashville during the second quarter, and mid-year merit increases. Marketing expense increased $2.0 million in support of our new expansion markets. FDIC insurance expense of $4.6 million decreased due to a lower assessment rate associated with our improved financial ratios. Amortization of intangible assets of $7.1 million, which was consistent with the last two quarters, decreased $1.3 million year-over-year, reflecting the accelerated amortization methodology of the core deposit intangible recorded in the PFC acquisition. Employee benefits decreased $3.2 million year-over-year to $14.9 million due primarily to lower healthcare claims and lower deferred compensation expense. Restructuring and merger-related expenses decreased $10.7 million from the prior year period, which included costs associated with the closing of the PFC acquisition.

Previous 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.

Current wording

For the three months ended September 30, 2026, the effective tax rate was 20.9% compared to 19.1% for the third quarter of 2025, and the provision for income taxes of $23.7 million in the third quarter of 2026 increased $4.0 million, or 20.1% compared to the third quarter of 2025. These changes were the result of increased pretax income in 2026 as compared to 2025 primarily due to higher net interest income and lower merger-related expenses related to the PFC acquisition recorded in the third quarter of 2026 compared to the same period 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 $2.1 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.

Current wording

Gross of the ACL, net of unearned income and includes non-accrual loans and loans HFS. Loan fees included in interest income on loans were $1.9 million and $1.4 million for the three months ended September 30, 2026 and 2025, respectively, and were $5.8 million and $5.5 million for the nine months ended September 30, 2026 and 2025, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $13.4 million and $16.0 million for the three months ended September 30, 2026 and 2025, respectively, and was $41.4 million and $39.3 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Average yields on available-for-sale debt securities are calculated based on amortized cost.

Current wording

Average yields on AFS debt securities are calculated based on amortized cost.

Previous 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.

Current wording

Accretion on interest bearing liabilities acquired from prior acquisitions was $0.1 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively, and was $0.5 million and $9.6 million for the nine months ended September 30, 2026 and 2025, 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 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.

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 $10.2 million, or 4.7%, and the net interest margin increased by seven basis points in the third quarter of 2026 compared to the third quarter of 2025, due to increases in loan balances, higher securities yields and decreases in the average cost of most major interest bearing liability categories outpacing the decreases in the yields of average earning asset categories. The yield on total earning assets decreased by 13 basis points, while the cost of total interest bearing liabilities decreased by 22 basis points, from the third quarter of 2025 to the third quarter of 2026.

Previous 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.

Current wording

Interest income increased by $1.7 million, or 0.5%, in the third quarter of 2026 compared to the same period of 2025, due to an increase in total earning assets, partially offset by a decline in the average rate on loans. Average loan balances increased $670.3 million, or 3.5%, in the third quarter of 2026 compared to the third quarter of 2025, while loan yields decreased by 15 basis points during this same period to 6.02% 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 third quarter of 2026, average loans represented 78.1% of average earning assets, which was slightly higher than 77.6% in the third quarter of 2025. Average total securities balances increased slightly from the third quarter of 2025 and represented 18.7% of total earning assets in the third quarter of 2026. Taxable securities yields increased by 12 basis points in the third quarter of 2026 from the third quarter of 2025, while tax-exempt securities yields increased 13 basis points during the same time period.

Previous 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.

Current wording

Interest expense decreased $8.5 million in the third quarter of 2026 as compared to the same period in 2025, due primarily to a reduction in the cost of interest bearing liabilities of 22 basis points from the third quarter of 2025 to 2.57% in the third quarter of 2026. Average interest bearing deposits increased $356.3 million, or 2.2%, from the third quarter of 2025, while their average rate decreased 17 basis points to 2.39%. Average non-interest bearing demand deposit balances increased slightly from the third quarter of 2025 to the third quarter of 2026, but were 24.7% of total average deposits at September 30, 2026, compared to 24.9% at September 30, 2025. For the third quarter of 2026, Wesbanco's average loans to average deposits ratio was 90.8%, reflecting additional lending capacity. The average balance of FHLB borrowings were virtually unchanged as compared to the third quarter of 2025, while the average rate on FHLB borrowings decreased 54 basis points. The average balance of subordinated debt and junior subordinated debt decreased $49.1 million, with a corresponding rate decrease of 81 basis points compared to the third quarter of 2025 due to the redemption of the legacy PFC subordinated debt in the fourth quarter of 2025.

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 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.

Current wording

The provision for credit losses – loans is the amount to be added to the ACL for 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 ACL 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 September 30, 2026, Wesbanco recorded a provision for credit losses of $8.7 million, an increase of $6.6 million compared to the $2.1 million provision recorded for the three months ended September 30, 2025. The increase was primarily driven by loan growth, along with an increase in individually-evaluated loans. The increase is partially offset by prepayment speed fluctuations, changes to macroeconomic factors, interest rate driven model assumptions, and improvements in certain qualitative factors, all of which decreased the provision.

Previous 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.

Current wording

Non-performing portfolio loans were 0.78% of total portfolio loans as of September 30, 2026, increasing from 0.50% of total portfolio loans at September 30, 2025. Criticized and classified loans were 3.19% of total portfolio loans as of September 30, 2026, decreasing from 3.22% as of September 30, 2025. Past due loans were 0.56% of total portfolio loans as of September 30, 2026, increasing from 0.53% at September 30, 2025. Annualized net loan charge-offs were 0.21% for the three months ended September 30, 2026, compared to 0.19% for the three months ended September 30, 2025. Please see the "ACL – 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 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.

Current wording

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 16.8% of total revenue for the three months ended September 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 third quarter of 2026, non-interest income increased $1.0 million, or 2.2%, compared to the third quarter of 2025, primarily due to increases in net swap fee and valuation income, service charges on deposits, trust fees, and bank-owned life insurance, partially offset by a decline in mortgage banking income and net securities gains.

Previous wording

Net swap fee and valuation income increased $2.4 million in the second quarter of 2026 compared to the second quarter of 2025, due to an increase in swap fee income and fair value adjustments on existing swaps. For the three months ended June 30, 2026, new swaps executed of $183.8 million in notional principal resulted in $2.8 million of fee income as compared to new swaps executed of $77.5 million in notional principal, resulting in $1.4 million of fee income for the three months ended June 30, 2025. Fair value adjustments on existing swaps for the three months ended June 30, 2026 were a positive $0.3 million compared to a negative $0.7 million for the three months ended June 30, 2025. Net swap fee and valuation income increased $2.5 million in the first six months of 2026 compared to the same period in 2025, due to an increase in fair value adjustments on existing swaps of $0.6 million and an increase in new swap fee income of $1.9 million.

Current wording

Net swap fee and valuation income increased $1.6 million in the third quarter of 2026 compared to the third quarter of 2025, due to an increase in fair value adjustments on existing swaps, partially offset by a decrease in swap fee income. For the three months ended September 30, 2026, new swaps executed of $176.4 million in notional principal resulted in $2.8 million of fee income as compared to new swaps executed of $289.1 million in notional principal, resulting in $3.2 million of fee income for the three months ended September 30, 2025. Fair value adjustments on existing swaps for the three months ended September 30, 2026 were a positive $2.1 million compared to a negligible gain for the three months ended September 30, 2025. Net swap fee and valuation income increased $4.1 million in the first nine months of 2026 compared to the same period in 2025, due to an increase in fair value adjustments on existing swaps of $3.9 million and an increase in new swap fee income of $0.2 million.

Previous 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.

Current wording

Bank-owned life insurance increased $0.5 million, or 14.5%, in the third quarter of 2026 compared to the third quarter of 2025, and $1.8 million, or 16.9%, in the first nine months of 2026 compared to the same period in 2025. The increase in both comparisons was primarily due to increases in cash value and mortality benefits.

Previous wording

Mortgage banking income decreased $1.3 million, or 55.4%, in the second quarter of 2026 compared to the second quarter of 2025, and $1.5 million, or 43.7%, in the first six months of 2026 compared to the same period in 2025. The decrease in both comparisons was primarily due to decreases in fair value adjustments on mortgage derivatives and a decline in actual gain on sale of mortgages. For the second quarter of 2026, total mortgage production was $276.9 million, which increased 13.7% compared to the second quarter of 2025. For the three months ended June 30, 2026, $109.9 million in mortgages were sold into the secondary market compared to $134.8 million in the comparable 2025 period. Included in mortgage banking income above is a loss of $0.1 million and a gain of $0.9 million from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Mortgage banking income decreased $1.8 million in the third quarter of 2026 compared to the third quarter of 2025, and $3.3 million in the first nine months of 2026 compared to the same period in 2025. The decrease in both comparisons was due to a decline in actual gain on sale of mortgages and a decrease in fair value adjustments on mortgage derivatives. For the third quarter of 2026, total mortgage production was $301.4 million, which increased 23.5% compared to the third quarter of 2025. For the three months ended September 30, 2026, $95.7 million in mortgages were sold into the secondary market compared to $126.2 million in the comparable 2025 period.

Previous wording

Non-interest expense in the second quarter of 2026 decreased $37.4 million, or 20.1%, compared to the same quarter in 2025, primarily driven by decreases in restructuring and merger-related expenses, amortization of intangible assets, equipment and software expense, and FDIC insurance, partially offset by an increase in salaries and wages.

Current wording

Non-interest expense in the third quarter of 2026 decreased $5.3 million, or 3.4%, compared to the same quarter in 2025, primarily driven by decreases in restructuring and merger-related expenses, employee benefits, amortization of intangible assets, and FDIC insurance, partially offset by an increase in salaries and wages, marketing, and postage, supplies and other.

Previous wording

Salaries and wages increased $6.2 million, or 10.4%, in the second quarter of 2026 compared to the second quarter of 2025, and $21.6 million, or 19.9%, in the first six months of 2026 compared to the same period in 2025. In both comparisons, the increase was primarily due to mid-year merit increases, new revenue producers related to the Florida expansion, as well as an increase in bonus expense and stock compensation expense. These increases are partially offset by an increase in deferred loan costs, driven by an increase in loan origination volume.

Current wording

Salaries and wages increased $8.5 million, or 14.0%, in the third quarter of 2026 compared to the third quarter of 2025, and $30.1 million, or 17.8%, in the first nine months of 2026 compared to the same period in 2025. In both comparisons, the increase was primarily due to hiring efforts in Florida and Nashville, and mid-year merit increases.

Previous 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.

Current wording

Restructuring and merger-related expenses decreased $10.7 million in the third quarter of 2026 compared to the third quarter of 2025, primarily due to expenses incurred in the third quarter of 2025 for financial center optimization and to a lesser extent, additional expenses incurred for the acquisition of PFC. For the nine months ended September 30, 2026, restructuring and merger-related expenses decreased $67.0 million from the same period in 2025 due to the expenses incurred from the acquisition of PFC.

Previous wording

Total assets increased 0.4% at June 30, 2026 compared to December 31, 2025 primarily due to commercial loan growth. Total liabilities increased 0.1% from December 31, 2025 reflecting higher interest bearing demand and savings deposit balances and an increase in FHLB borrowings, partially offset by a decrease in certificates of deposits. Total shareholders' equity increased 1.9% primarily due to net income available to common shareholders exceeding the common and preferred dividends paid during the first six months of 2026.

Current wording

Total assets increased 2.8% at September 30, 2026 compared to December 31, 2025 primarily due to commercial loan growth. Total liabilities increased 3.0% from December 31, 2025 reflecting higher interest bearing demand and savings deposit balances and an increase in FHLB borrowings, partially offset by a decrease in certificates of deposit. Total shareholders' equity increased 1.3% compared to December 31, 2025 primarily due to net income available to common shareholders, partially offset by common and preferred dividends paid and accumulated other comprehensive loss.

Previous wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, 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.

Current wording

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, increased by $14.9 million from December 31, 2025 to September 30, 2026. Throughout the first nine months of the year, the AFS portfolio increased by $65.4 million or 2.0%, primarily due to purchases exceeding maturities, calls and paydowns. The HTM portfolio decreased by $38.0 million or 3.4% due to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 11 basis points from 3.28% at December 31, 2025 to 3.39% at September 30, 2026, primarily due to security purchases during the quarter at higher market rates.

Previous 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.

Current wording

Total gross unrealized securities losses increased $188.2 million, from $300.2 million as of December 31, 2025 to $488.4 million at September 30, 2026. The increase in unrealized losses from December 31, 2025 was due to an increase in market rates through the first nine months of 2026 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on AFS debt securities at September 30, 2026 require an ACL. 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 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.

Current wording

Net unrealized losses on AFS securities included in AOCI, net of tax, as of September 30, 2026, and December 31, 2025 were $241.6 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 AFS 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 HTM portfolio, which are not accounted for in other comprehensive income, were $169.9 million at September 30, 2026, compared to $96.2 million at December 31, 2025. With approximately 25% of the investment portfolio in the HTM 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 AFS 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 $8.1 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.

Current wording

The corporate and municipal bonds in Wesbanco’s HTM debt portfolio are analyzed quarterly to determine if an ACL 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 ACL on the Consolidated Balance Sheet, which is deducted from the amortized cost basis of the HTM portfolio as a contra asset. The losses are recorded on the Consolidated Income Statement in the provision for credit losses. Accrued interest receivable on HTM securities, which was $7.7 million and $8.2 million as of September 30, 2026 and December 31, 2025, respectively, is excluded from the estimate of credit losses. HTM 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 HTM debt securities of $0.2 million as of September 30, 2026 and December 31, 2025.

Previous wording

Loans represent Wesbanco’s single largest balance sheet asset classification and the largest source of interest income. Business purpose loans consist of CRE loans and other C&I loans that are not secured by real estate. CRE loans are further segmented into land and construction loans, and loans for improved property. Consumer purpose loans consist of residential real estate loans, home equity lines of credit and other consumer loans. Loans held for sale generally consist of residential real estate loans originated for sale in the secondary market, but at times may also include other types of loans. The outstanding balance of each major category of the loan portfolio is summarized in Table 7.

Current wording

Loans represent Wesbanco’s single largest balance sheet asset classification and the largest source of interest income. Business purpose loans consist of CRE loans and other C&I loans that are not secured by real estate. CRE loans are further segmented into land and construction loans, and loans for improved property. Consumer purpose loans consist of residential real estate loans, home equity lines of credit and other consumer loans. Loans HFS generally consist of residential real estate loans originated for sale in the secondary market, but at times may also include other types of loans. The outstanding balance of each major category of the loan portfolio is summarized in Table 38.

Previous 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.

Current wording

Total portfolio loans increased $674.1 million, or 3.5%, from December 31, 2025, and have increased $968.5 million, or 5.1%, over the past twelve months, including increases of 13.7% in home equity lines of credit, 8.4% in CRE improved property, 10.7% in C&I, and 1.8% in residential real estate. These are partially offset by decreases of 28.9% in consumer loans and 10.4% 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 September 30, 2026, it represented approximately one-third of the $273.4 million consumer loan portfolio.

Previous 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.

Current wording

Total loan commitments of $7.3 billion, including loans approved but not closed, increased $1.0 billion or 16.3% from December 31, 2025. The average line utilization percentage for the commercial portfolio was 37.3% for the three months ended September 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 32% owner-occupied and 68% investor-owned.

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 33% owner-occupied and 67% investor-owned.

Previous 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.

Current wording

Loans HFS at both September 30, 2026 and December 31, 2025 includes originated residential mortgages and residential construction loans that are committed to be sold into the secondary market. Loans HFS at September 30, 2026 also includes one commercial loan with an amortized cost of $19.2 million. Total loans HFS were $56.7 million at September 30, 2026, a decrease of $30.7 million from December 31, 2025.

Previous wording

Non-performing assets consist of non-accrual loans, other real estate acquired through or in lieu of foreclosure, and repossessed automobiles acquired to satisfy defaulted consumer loans.

Current wording

Non-performing assets consist of non-accrual loans, OREO acquired through or in lieu of foreclosure, and repossessed automobiles acquired to satisfy defaulted consumer loans.

Previous 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.

Current wording

Non-performing loans consist only of non-accrual loans. Non-performing portfolio loans increased $63.4 million or 69.2% from December 31, 2025, primarily due to three CRE loans and one HFS loan 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 $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.

Current wording

Loans past due 30 days or more and accruing interest, excluding non-accruals, decreased $16.7 million, or 12.9%, 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 $14.1 million and represented 0.12% of total portfolio loans at September 30, 2026 as compared to 0.20% at December 31, 2025.

Previous 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.

Current wording

As of September 30, 2026, the total ACL for loans and commitments was $223.8 million, of which $214.6 million related to loans and $9.2 million related to loan commitments. The ACL for loans was 1.08% of total portfolio loans as of September 30, 2026, compared to 1.14% as of December 31, 2025. The ACL for loans individually-evaluated increased $1.9 million from December 31, 2025 to September 30, 2026. On September 30, 2026, the population of individually-evaluated loans consisted of ten relationships, with a total outstanding loan balance of $75.1 million. The ACL for loans collectively-evaluated decreased from December 31, 2025 to September 30, 2026 by $6.1 million, primarily due to changes in macroeconomic conditions over the one‑year forecast period and improvements in qualitative factors. As of September 30, 2026, PCD loans from the PFC acquisition accounted for $5.8 million of the ACL for loans collectively-evaluated. The ACL for loan commitments was $9.2 million at September 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 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.

Current wording

The ACL 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 ACL in each segment of the portfolio. The ACL under the CECL methodology is calculated utilizing the PD and 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 September 30, 2026, the primary drivers of the allowance were loan growth, 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 September 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 September 30, 2026 and subsequently increase to an average of 5.3% over the remainder of the one-year forecast period.

Previous wording

Table 10 summarizes the allocation of the allowance for credit losses to each category of the loan portfolio.

Current wording

The following table summarizes the allocation of the ACL to each category of the loan portfolio.

Previous wording

Although the allowance for credit losses is allocated as described in Table 10, the total allowance is available to absorb actual losses in any category of the loan portfolio. However, differences between management’s estimation of probable losses and actual net charge-offs in subsequent periods for any category may necessitate future adjustments to the allowance for credit losses applicable to the category. Management believes the allowance for credit losses is appropriate to absorb expected losses at June 30, 2026.

Current wording

Although the ACL is allocated as described in Table 41, the total allowance is available to absorb actual losses in any category of the loan portfolio. However, differences between management’s estimation of probable losses and actual net charge-offs in subsequent periods for any category may necessitate future adjustments to the ACL applicable to the category. Management believes the ACL is appropriate to absorb expected losses at September 30, 2026.

Previous 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.

Current wording

Total deposits decreased $56.3 million during the first nine months of 2026. Savings deposits, money market deposits and demand deposits increased 3.3%, 1.4% and 1.3% respectively. Wesbanco also participates in the ICS® deposit program. ICS® reciprocal balances totaled $2.5 billion and $2.2 billion at September 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 September 30, 2026.