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WESBANCO INC

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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

Sep 30, 2026 · Filed Oct 29, 2026

WSBC$39.45+2.2%Stored close · as of Nov 9, 2026

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Contents

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES— Wesbanco’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that, as a result of the material weakness in the Company's internal control over financial reporting described below, Wesbanco’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this Form 10-Q, are not effective to ensure that information required to be disclosed by Wesbanco in the reports it files under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Wesbanco’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS— Wesbanco’s management, including the CEO and CFO, does not expect that Wesbanco’s disclosure controls and internal controls will prevent all errors and all fraud. While Wesbanco’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective, no control system, no matter how well conceived and operated, can provide absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

MATERIAL WEAKNESS IN INTERNAL CONTROL OVER FINANCIAL REPORTING—As reported in Wesbanco’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, Wesbanco’s management identified a material weakness in the design and operating effectiveness of controls related to the fair value of assets acquired as part of the Premier Financial Corp. business combination, including a lack of precision and evidence of reviews of the assumptions supporting the fair value of acquired assets. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Wesbanco's annual or interim financial statements will not be prevented or detected on a timely basis. Notwithstanding the material weakness, Wesbanco’s Chief Executive Officer and Chief Financial Officer concluded that Wesbanco’s Consolidated Financial Statements included in Wesbanco’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as well as prior period financial statements, were fairly stated in all material respects in accordance with GAAP for each of the periods presented. Therefore, no restatement of any prior period financial statements was required.

REMEDIATION PLAN—With the oversight of the Audit Committee of the Board of Directors, Wesbanco management continues to execute on the material weakness remediation plan as previously disclosed. To date, management has completed or is in the process of completing the following remediation steps:

Wesbanco management completed a root cause analysis, in conjunction with a third-party advisor, of the material weakness and has developed related corrective actions to address the findings identified.

Based on the assessment performed, management has implemented enhancements to the design and documentation of controls governing the evaluation of significant fair value estimates used in financial reporting, such as in the event of a business combination.

Wesbanco believes that the measures described above will contribute toward the remediation of the control deficiencies we have identified and strengthen our overall internal control over financial reporting. As Wesbanco continues to evaluate, and works to improve, its internal control over financial reporting, management may determine that additional measures to address the identified control deficiencies or modifications to the related remediation plan are necessary. Wesbanco cannot assure when the material weakness described above will be remediated, nor can it be certain of whether additional remedial actions will be required or the costs of any such actions. Moreover, Wesbanco cannot assure that additional material weaknesses will not arise in the future.

CHANGES IN INTERNAL CONTROLS—Except for the implementation of the remediation measures described above, there have been no changes in Wesbanco's internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2026 as required to be reported by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

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