WESBANCO INC (WSBC)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

FORWARD-LOOKING STATEMENTS

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.

OVERVIEW

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.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Wesbanco’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of June 30, 2026 have remained unchanged from the disclosures presented in Wesbanco’s Annual Report on Form 10-K for the year ended December 31, 2025 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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RESULTS OF OPERATIONS

EARNINGS SUMMARY

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).

(1)
Non-GAAP net income excludes after-tax restructuring and merger-related expenses. The above non-GAAP financial measures used by Wesbanco provide information useful to investors in understanding Wesbanco’s operating performance and trends and facilitate comparisons with the performance of Wesbanco’s peers.

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%.

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.

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.

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.

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.

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NET INTEREST INCOME

TABLE 1. NET INTEREST INCOME

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis ("MD&A") represents an overview of the results of operations and financial condition of Wesbanco. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto. This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this report relating to Wesbanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with Wesbanco’s Form 10-Qs for the prior quarters ended March 31, June 30 and September 30, 2025, respectively, and documents subsequently filed by Wesbanco which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the expected cost savings and any revenue synergies from the merger of Wesbanco and PFC may not be fully realized within the expected timeframes; disruption from the merger of Wesbanco and PFC may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting Wesbanco’s operational and financial performance. Wesbanco does not assume any duty to update forward-looking statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Wesbanco’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.

The most significant accounting policies followed by Wesbanco are included in Note 1, “Summary of Significant Accounting Policies,” of the Consolidated Financial Statements. These policies, along with other Notes to the Consolidated Financial Statements and this MD&A, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Management has identified the allowance for credit losses, the evaluation of goodwill and other intangible assets for impairment and business combinations to be the accounting estimates that require the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

Allowance for Credit Losses— The allowance for credit losses specific to loans reduces the loan portfolio to the net amount expected to be collected, representing the lifetime expected credit losses at the initial origination date. Similarly, an allowance for unfunded loan commitments, which is recorded in other liabilities, represents expected losses on unfunded commitments. Fluctuations in the allowance for credit losses specific to loans, the allowance for unfunded loan commitments, and the allowance for held-to-maturity debt securities are recognized in the provision for credit losses on the consolidated statement of operations. The allowance incorporates forward-looking information and applies a reversion methodology beyond the reasonable and supportable forecast. The allowance is increased by a provision charged to operating expense and reduced by charge-offs, net of recoveries. Management evaluates the appropriateness of the allowance at least quarterly. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change from period to period.

The allowance for credit losses specific to loans reflects the risk of loss in the loan portfolio. To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics. The Company utilizes a PD and LGD approach to calculate the expected loss for each segment, which is then discounted to net present value. PD is the probability the asset will default within a given timeframe and LGD is the percentage of the assets not expected to be collected due to default. The

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primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rate spreads, as well as modeling adjustments for changes in prepayment speeds, portfolio mix and loan growth. Management relies on macroeconomic forecasts obtained from various reputable third party sources. These forecasts can range from one to two years, depending upon the facts and circumstances of the current state of the economy, portfolio segment and management’s judgment of what can be reasonably supported. The model reversion period can range from immediate to up to three years.

After the forecast period, Wesbanco reverts back to historical loss rates for a period of up to three years, adjusting for prepayments and curtailments, to estimate losses over the remaining life of loans. The most sensitive assumptions include the length of the forecast and reversion periods, forecast of unemployment and interest rate spreads and prepayment speeds. See Note 5, “Loans and Allowance for Credit Losses” for further detail.

The allowance for credit loss calculation specific to loans is based on the loan’s amortized cost basis, which is comprised of the unpaid principal balance of the loan, deferred loan fees (costs) and acquired premium (discount) minus any write-downs. Wesbanco made an accounting policy election to exclude accrued interest from the measurement of the allowance for credit losses, because the Company has a robust policy in place to reverse or write-off accrued interest when the loan is placed on non-accrual, and also made an accounting policy election to reverse accrued interest deemed uncollectible as a reversal of interest income. However, Wesbanco is reserving, as part of the allowance for credit losses, for accrued interest on loan modifications under the CARES Act due to the nature and timing of these deferrals.

The allowance for credit losses specific to loans is calculated over the loan’s contractual life. For term loans, the contractual life is calculated based on the maturity date. For commercial and industrial (“C&I”) revolving loans with no stated maturity date, the contractual life is calculated based on the internal review date. For all other revolving loans, the contractual life is based on either the estimated maturity date or a default date. The contractual term does not include expected extensions, renewals or modifications.

Contractual terms are adjusted for estimated prepayments to arrive at expected cash flows. Wesbanco models term loans with an annualized “prepayment” rate. When Wesbanco has a specific expectation of differing payment behavior for a given loan, the loan may be evaluated individually. For revolving loans that do not have a principal payment schedule, a curtailment rate is factored into the cash flow.

The evaluation also considers qualitative factors such as economic trends and conditions, which includes levels of regional unemployment, real estate values and the impact on specific industries and geographical markets, changes in lending policies and underwriting standards, delinquency and other credit quality trends, concentrations of credit risk, if any, volume of activity, changes in lending staff, type of collateral and the results of internal loan reviews and examinations by bank regulatory agencies. Management relies on observable data from internal and external sources to the extent it is available to evaluate each of these factors and adjusts the actual historical loss rates to reflect the impact these factors may have on probable losses in the portfolio.

Commercial loans, including CRE and C&I that have unique characteristics, are tested individually for estimated credit losses. Specific reserves are established when appropriate for such loans based on the net present value of expected future cash flows of the loan or the estimated realizable value of the collateral, if any. The present value of expected future cash flows are discounted at the loan’s effective interest rate. The effective interest rate on a loan is the rate of return implicit in the loan, the loan’s observable market price, or the fair value of the collateral discounted by the estimated selling expenses, if the loan is collateral dependent. Wesbanco chooses the appropriate measurement method on a loan-by-loan basis for an individually evaluated loan, except for collateral dependent loans for which foreclosure of the collateral is probable. A loan is collateral dependent if repayment of the loan is to be provided solely by the underlying collateral. If the Bank determines that foreclosure of the collateral is probable, ASC 326-20 requires that the expected credit loss be based on the difference between the current fair value of the collateral discounted by the estimated selling expenses and the amortized cost basis of the financial asset. At this point, the loan would either be charged down or adequately reserved.

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

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Determining the appropriateness of the allowance for credit losses is complex and requires significant management judgment about the effect of matters that are inherently uncertain. Due to those significant management judgments and the factors included in the calculation, significant changes to the allowance for credit losses could occur in future periods.

Goodwill — Wesbanco accounts for business combinations using the acquisition method of accounting. Accordingly, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest of an acquired business are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value recorded as goodwill. Goodwill is not amortized but is evaluated for impairment annually, or more often if events or circumstances indicate it may be impaired.

Wesbanco evaluates goodwill for impairment by determining if the fair value is greater than the carrying value of its reporting units. Wesbanco uses market capitalization, multiples of tangible book value, a discounted cash flow model, and various other market-based methods to estimate the current fair value of its reporting units. In particular, the discounted cash flow model includes various assumptions regarding an investor’s required rate of return on Wesbanco common stock, future loan loss provisions, future market spreads and net interest margins, along with various growth and economic recovery and stabilization assumptions of the economy as a whole. The resulting fair values of each method are then weighted based on the relevance and reliability of each respective method in light of the current economic environment to arrive at a weighted average fair value. The evaluation also considered macroeconomic conditions such as the general economic outlook, regional and national unemployment rates, and recent trends in equity and credit markets. Additionally, industry and market considerations, such as market-dependent multiples and metrics relative to peers, were evaluated. Wesbanco also considered recent trends in credit quality, overall financial performance, stock price appreciation, internal forecasts and various other market-based methods to estimate the current fair value of its reporting units. Since adopting ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350)”, the impairment charge is based on the excess of a reporting unit’s carrying amount over its fair value. Wesbanco completed its annual quantitative goodwill impairment evaluation as of November 30, 2025, and concluded that there were no indications of impairment. In addition, as there were no significant changes in market conditions, consolidated operating results or forecasted future results after November 30, 2025, it was concluded that at December 31, 2025, there were also no indications of impairment.

Business Combinations— Business combinations are accounted for by applying the acquisition method. As of acquisition date, the identifiable assets acquired and liabilities assumed are measured at fair value and recognized separately from goodwill. Results of operations of the acquired entities are included in the consolidated statement of income from the date of acquisition. The calculation of intangible assets including core deposits and the fair value of loans are based on significant judgments. Core deposits intangibles are calculated using a discounted cash flow model based on various factors including discount rate, attrition rate, interest rate, cost of alternative funds and net maintenance costs.

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

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EXECUTIVE OVERVIEW

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

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

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

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

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

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Selected financial ratios for the years ended December 31, 2025, 2024 and 2023 are presented in the table below:

_______

(1)
See "Non-GAAP Measures" for additional information relating to the calculation of this item.

(2)
Certain items excluded from the calculation consist of after-tax restructuring and merger-related expenses and the after-tax day one provision for credit losses on acquired loans.

(3)
Presented on a fully taxable-equivalent (FTE) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% for all periods presented. Wesbanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

(4)
Trust assets are held by the Bank, in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco’s Consolidated Balance Sheets.

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Non-GAAP Measures

The following non-GAAP financial measures used by Wesbanco provide information that Wesbanco believes is useful to investors in understanding Wesbanco’s operating performance and trends, and facilitates comparisons with the performance of Wesbanco’s peers. The following tables summarize the non-GAAP financial measures derived from amounts reported in Wesbanco’s financial statements.

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(1) Tax effected at 21% for all periods presented.

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RESULTS OF OPERATIONS

EARNINGS SUMMARY

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

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

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

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

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TABLE 1. NET INTEREST INCOME

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income increased $336.1 million or 70.3% in 2025 compared to 2024, primarily due to the acquisition of PFC, resulting in an increase in earning asset balances. Rates generally remained elevated in 2025, though the federal funds rates decreased 75 basis points in the fourth quarter of 2025. Total average deposits, excluding CDs, increased in 2025 by $5.2 billion or 42.9% compared to 2024, due to the acquisition of PFC and the success of deposit gathering and retention. The cost of interest bearing deposits decreased by 22 basis points and the cost of total liabilities decreased by 35 basis points from 2024 to 2025. The decrease in the cost is primarily due to the effect of the previously mentioned federal funds rate decreases on the rates paid on interest bearing demand deposits, customer repurchase agreements, term Federal Home Loan Bank ("FHLB") borrowings and junior subordinated debentures.

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

Interest expense increased $110.2 million in 2025 as compared to 2024, due to the acquisition of PFC. The cost of interest bearing liabilities decreased by 35 basis points from 2024 to 2.72% in 2025. Average interest bearing deposits increased by $5.3 billion or 54.2% from 2024 to 2025. The rate on interest bearing deposits decreased 22 basis points to 2.50% in 2025 as compared to 2024, primarily from decreases in rates on interest bearing demand deposits, money market accounts and savings deposits. Average non-interest bearing demand deposit balances increased from 2024 to 2025 by $1.2 billion or 31.1%, and were 25.2% of total average deposits at December 31, 2025, compared to 28.4% at December 31, 2024. The average balance of FHLB borrowings increased by $0.2 billion from 2024 to 2025 to maintain liquidity needs. New lower-rate borrowings taken out in 2025 decreased the average rate by 96 basis points to 4.41% from 5.37% in 2024. Subordinated and junior subordinated debt average balances increased $65.5 million from 2024 to 2025, due to the acquired PFC debt, with an average rate of 5.81% in 2025.

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TABLE 2. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS

(1)
Gross of the allowance for credit losses, net of unearned income and includes non-accrual loans and loans held for sale. Loan fees included in interest income on loans were $7.0 million, $2.9 million and $2.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $55.3 million, $3.1 million and $4.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)
Average yields on securities available-for-sale have been calculated based on amortized cost.

(3)
Taxable equivalent basis is calculated on tax-exempt securities using a rate of 21% for all periods presented.

(4)
Accretion on interest bearing liabilities acquired from prior acquisitions was $10.3 million, $0.2 million and $0.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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TABLE 3. RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE (1)

(1)
Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.

(2)
The yield on earning assets and the net interest margin are presented on a fully taxable-equivalent (FTE) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21% for all periods presented. Wesbanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

PROVISION FOR CREDIT LOSSES - LOANS

The provision for credit losses – loans is the amount to be added to the allowance for credit losses – loans after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb lifetime expected losses for all portfolio loans. The provision for credit losses – loan commitments is the amount to be added to the allowance for credit losses for loan commitments to bring that allowance to a level considered appropriate to absorb lifetime expected losses on unfunded loan commitments. The provision for credit losses - loans and loan commitments was $77.2 million in 2025 compared to $19.3 million in 2024, primarily due to $59.4 million in initial provision expense recorded for the PFC acquired loans. Additionally, loan growth, changes in macroeconomic conditions over the reasonable and supportable forecast period of one year, and an increase in individually evaluated loans contributed to the increase in provision. Non-performing loans were 0.48% of total loans as of December 31, 2025, and increased from 0.31% of total loans at the end of 2024. Non-performing assets were 0.48% of total loans and other real estate and repossessed assets as of December 31, 2025, increasing from 0.32% at the end of 2024. Criticized and classified loans were 3.15% of total loans, increasing from 2.80% as of December 31, 2024, primarily due to downgrades within the CRE portfolio. Past due loans at December 31, 2025 were 0.67% of total loans, compared to 0.47% at December 31, 2024. (Please see the Credit Quality and Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion).

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TABLE 4. NON-INTEREST INCOME

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

Trust fees increased $6.4 million or 20.9% in 2025 compared to 2024, due to the addition of PFC trust clients, market value appreciation, and organic growth. Trust assets of $7.9 billion at December 31, 2025, increased from $6.0 billion at December 31, 2024. As of December 31, 2025, trust assets include managed assets of $6.2 billion and non-managed (custodial) assets of $1.7 billion. Assets managed for the WesMark Funds, a proprietary group of mutual funds that is advised by Wesbanco Trust and Investment Services, were $0.9 billion as of both December 31, 2025 and December 31, 2024, and are included in managed assets.

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

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

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

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

Net securities gains include both gains and losses on investment security transactions as well as market value adjustments on Wesbanco’s deferred compensation plan. For 2025, net securities gains increased $2.0 million or 140.0% compared to 2024, mostly due to a $1.7 million increase in market adjustments on the deferred compensation plan in 2025 compared to 2024.

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

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

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TABLE 5. NON-INTEREST EXPENSE

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

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

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

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

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

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

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

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

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

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

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

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INCOME TAXES

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

FINANCIAL CONDITION

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

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

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

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SECURITIES

TABLE 6. COMPOSITION OF SECURITIES (1)

(1)
At December 31, 2025 and December 31, 2024, there were no holdings of any one issuer, other than U.S. government sponsored entities and its agencies, in an amount greater than 10% of Wesbanco’s shareholders’ equity.

(2)
Total held-to-maturity debt securities are presented on the Consolidated Balance Sheets net of their allowance for credit losses totaling $0.2 million and $0.1 million at December 31, 2025 and December 31, 2024, respectively.

(3)
Weighted average yields have been calculated on a taxable-equivalent basis using the federal statutory tax rate of 21%.

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, increased by $1.0 billion or 30.4% from December 31, 2024 to December 31, 2025. Throughout the year, the available-for-sale portfolio increased by $1.0 billion or 46.4%, primarily due to the PFC acquisition of $1.1 billion and $1.4 billion in purchases, offset by $961.6 million in sales, $429.9 million in paydowns, $209.0 million in maturities and calls and a decrease of $110.6 million in unrealized losses. The held-to-maturity portfolio decreased by $20.8 million or 1.8% due primarily to maturities and calls of corporate debt securities. The weighted average yield of the portfolio increased 61 basis points from 2.67% at December 31, 2024 to 3.28% at December 31, 2025, primarily due to the assets acquired in the PFC acquisition at current market rates.

Total gross unrealized securities losses decreased $141.5 million, from $441.7 million as of December 31, 2024 to $300.2 million at December 31, 2025. The decrease in unrealized losses from December 31, 2024 was due to a decrease in market rates throughout 2025 causing market prices to increase on the investment portfolio. Wesbanco believes that none of the unrealized losses on

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available-for-sale debt securities at December 31, 2025 require an allowance for credit losses. Please refer to Note 4, “Securities,” of the Consolidated Financial Statements for additional information. Wesbanco does not have any investments in private mortgage-backed securities or those that are collateralized by sub-prime mortgages, nor does Wesbanco have any exposure to collateralized debt obligations or government-sponsored enterprise preferred stocks.

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of December 31, 2025, and December 31, 2024 were $139.5 million and $223.8 million, respectively. These net unrealized pre-tax losses represent temporary fluctuations resulting from changes in market rates in relation to fixed yields in the available-for-sale portfolio, and on an after-tax basis are accounted for as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $96.2 million at December 31, 2025, compared to $146.1 million at December 31, 2024. With approximately 25% of the investment portfolio in the held-to-maturity category, the recent volatility in interest rates does not have as much of an impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

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

The corporate and municipal bonds in Wesbanco’s held-to-maturity debt portfolio are analyzed quarterly to determine if an allowance for current expected credit losses is warranted. Wesbanco uses a database of historical financials of all corporate and municipal issuers and actual historic default and recovery rates on rated and non-rated transactions to estimate expected credit losses on an individual security basis. The expected credit losses are adjusted quarterly and are recorded in an allowance for expected credit losses on the balance sheet, which is deducted from the amortized cost basis of the held-to-maturity portfolio as a contra asset. The losses are recorded on the income statement in the provision for credit losses. Accrued interest receivable on held-to-maturity securities, which was $8.2 million and $8.4 million as of December 31, 2025 and 2024, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S. Government sponsored entities and agencies as well as mortgage-backed securities and collateralized mortgage obligations, which are all either issued by a direct governmental entity or a government-sponsored entity, have no historical evidence supporting expected credit losses; therefore, Wesbanco has estimated these losses at zero, and will monitor this assumption in the future for any economic or governmental policies that could affect this assumption. Wesbanco recorded an allowance on held-to-maturity debt securities of $0.2 and $0.1 million as of December 31, 2025 and 2024, respectively.

Equity securities, of which a portion consists of investments in various mutual funds held in grantor trusts formed in connection with a key officer and director deferred compensation plan, are recorded at fair value. Gains and losses due to fair value fluctuations on equity securities are included in net securities gains or losses. For those equity securities relating to the key officer and director deferred compensation plan, the corresponding change in the obligation to the employee is recognized in employee benefits expense.

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

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TABLE 7. MATURITY DISTRIBUTION AND YIELD ANALYSIS OF SECURITIES

The following table presents the tax-equivalent yields of held-to-maturity debt securities by contractual maturity at December 31, 2025. In some instances, the issuers may have the right to call or prepay obligations without penalty prior to the contractual maturity date.

(1)
Yields are determined based on the lower of the yield-to-call or yield-to-maturity.

(2)
Certain U.S. Government sponsored agency, mortgage-backed and collateralized mortgage securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

(3)
Average yields on obligations of states and political subdivisions have been calculated on a taxable-equivalent basis using the federal statutory tax rate of 21%.

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

TABLE 8. MUNICIPAL BOND RATINGS

(1)
The lowest available rating was used when placing the bond into a category in the table.

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

TABLE 9. COMPOSITION OF MUNICIPAL SECURITIES

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Wesbanco’s municipal bond portfolio is broadly spread across the United States. The following table presents the top five states of municipal bond concentration based on total fair value at December 31, 2025:

TABLE 10. CONCENTRATION OF MUNICIPAL SECURITIES

(1) California state issued municipal obligations comprise less than 1% of Wesbanco's total California bond holdings.

(2) Contains no state issued Illinois municipal obligations.

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

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LOANS AND LOAN COMMITMENTS

Loans represent Wesbanco’s largest balance sheet asset classification and the largest source of interest income. Commercial loans include CRE, which is further differentiated between land and construction, and improved property loans; as well as C&I loans that may or may not be secured by real estate. Retail loans include residential real estate mortgage loans, home equity lines of credit (“HELOC”), and loans for other consumer purposes.

Loan commitments, which are not reported on the balance sheet, represent available balances on commercial and consumer lines of credit, commercial letters of credit, deposit account overdraft protection limits, certain loan guarantee contracts, and approved commitments to extend credit. Approved commitments, which have been accepted by the customer, are included net of any Wesbanco loan balances that are to be refinanced by the new commitment. However, typically not all approved commitments will ultimately be funded.

Loans and loan commitments are summarized in Table 11.

TABLE 11. LOANS AND COMMITMENTS

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

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

C&I loans increased $1.1 billion or 60.2% from December 31, 2024 to December 31, 2025. The availability under lines of credit within C&I loans decreased slightly from 65.1% at December 31, 2024 to 62.2% of total C&I revolving lines of credit exposure as of December 31, 2025.

Residential real estate mortgage loans increased $1.4 billion from December 31, 2024 to December 31, 2025. Wesbanco retained approximately 49% of mortgages by dollar volume originated in 2025 for the portfolio compared to 50% in 2024. Percentages of loans sold remain essentially the same from last year, as interest rates and margins on fixed rate mortgage loans changed little between the two periods.

HELOC loans increased $308.3 million or 37.5% from December 31, 2024 to December 31, 2025. Consumer loans increased $154.5 million or 76.7% from December 31, 2024 to December 31, 2025.

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

Geographic Distribution —Wesbanco extends credit primarily within the market areas where it has branch offices, markets adjacent thereto, or markets that have a loan production office. Loans outside of these markets are generally only made to established customers that have other business relationships with Wesbanco in its markets. Loans outside of Wesbanco’s markets represented approximately 7% of total loans at December 31, 2025 and 6% at December 31, 2024. These loans consist primarily of C&I, CRE-improved property and land and construction loans, residential real estate loans for second residences or vacation homes, consumer purpose lines of credit to wealth management customers, and automobile loans to family members of local customers.

The geographic distribution of the loan portfolio, excluding deposit overdraft limits and loans held for sale, is summarized in Table 12.

TABLE 12. GEOGRAPHIC DISTRIBUTION OF LOANS