WESBANCO INC (WSBC)

CIK: 0000203596. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=203596. Latest filing source: 0001193125-26-085463.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000203596.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000203596.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-197299.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

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 months ended March 31, 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”), 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 226 branches and 242 ATMs in West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Michigan, Maryland, Tennessee, Virginia and Florida offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. Wesbanco’s businesses are significantly impacted by economic factors such as market interest rates, federal monetary and regulatory policies, local and regional economic conditions and the competitive environment’s effect upon Wesbanco’s business volumes. Wesbanco’s deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of Wesbanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates, as well as loan terms offered by competing lenders.

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 March 31, 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 first quarter of 2026 of $84.4 million or $0.88 per diluted share, compared to a net loss of $11.5 million or ($0.15) per diluted share, for the first quarter of 2025. The first quarter of 2025 includes the impact of a day one provision for credit losses and other expenses related to the closing of the Premier Financial Corp. (“PFC”) acquisition on February 28, 2025. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses for the three months ended March 31, 2026, was $87.3 million or $0.91 per diluted share, as compared to $51.2 million or $0.66 per diluted share in the prior year's first quarter, which also excludes the after-tax day one provision for credit losses on acquired loans (non-GAAP measures).

For the Three Months Ended March 31,

2026

2025

(unaudited, dollars in thousands, except per share amounts)

Net

Income

Diluted

Earnings

Per Share

Net

Income

Diluted

Earnings

Per Share

Net (loss) income available to common shareholders (GAAP)

$

84,395

$

0.88

$

(11,523

)

$

(0.15

)

Add: After-tax day one provision for credit losses on acquired loans

—

—

46,926

0.60

Add: After-tax restructuring and merger-related expenses

2,933

0.03

15,808

0.21

Adjusted net income available to common shareholders (Non-GAAP)(1)

$

87,328

$

0.91

$

51,211

$

0.66

(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 increased $56.9 million or 35.9% in the first quarter of 2026 compared to the same quarter of 2025, reflecting the impact of a larger balance sheet from the PFC acquisition, organic loan growth, higher securities yields, and lower deposit and FHLB borrowing costs. The yield on earning assets increased by a total of five basis points while the cost of interest bearing liabilities decreased by 28 basis points from the first quarter of 2025 to the first quarter of 2026. Average loan balances increased by 30.4% from the first quarter of 2025, mainly attributable to the PFC acquisition and organic commercial loan growth, while average securities increased by 17.0% over the same time period. Average deposits also increased 30.8% over the same time period as a result of the PFC acquisition and deposit gathering and retention efforts by the retail and commercial teams producing organic deposit growth.

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

For the first quarter of 2026, non-interest income of $41.8 million increased $7.2 million, or 20.7%, from the first quarter of 2025 due primarily to the acquisition of PFC on February 28 of last year. Service charges on deposits increased $2.4 million and digital banking fees increased $1.2 million year-over-year due to increased general spending and higher transaction volumes from our larger customer base, as well as organic growth from our treasury management products and services. Reflecting record asset levels, trust fees and net securities brokerage revenue increased $1.7 million and $0.8 million, respectively, due to the addition of PFC wealth clients, market value appreciation, and organic growth. Gross swap fees were $1.2 million in the first quarter, compared to $2.0 million in the prior year period, while fair value adjustments were losses of $0.1 million and $1.0 million, respectively.

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

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

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NET INTEREST INCOME

TABLE 1. NET INTEREST INCOME

For the Three Months

Ended March 31,

(unaudited, dollars in thousands)

2026

2025

Net interest income

$

215,401

$

158,519

Taxable equivalent adjustment to net interest income

1,282

1,204

Net interest income, fully taxable equivalent

$

216,683

$

159,723

Net interest spread, non-taxable equivalent

2.86

%

2.52

%

Benefit of net non-interest bearing liabilities

0.69

%

0.80

%

Net interest margin

3.55

%

3.32

%

Taxable equivalent adjustment

0.02

%

0.03

%

Net interest margin, fully taxable equivalent

3.57

%

3.35

%

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income increased $56.9 million or 35.9% in the first quarter of 2026 compared to the first quarter of 2025. The increase is primarily due to the impact of the benefits from the acquisition of PFC, loan growth, higher securities yields and lower deposit and FHLB borrowing costs. Total average deposits increased by $5.1 billion or 30.8% in the first quarter of 2026 as compared to the first quarter of 2025. The cost of interest bearing deposits decreased by 20 basis points and the cost of total interest bearing liabilities decreased by 28 basis points from the first quarter of 2025 to the first quarter of 2026. The decrease in the cost is primarily due to rate decreases for interest bearing deposits in response to the general decrease in overall deposit rates in the marketplace.

Interest income

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

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.

27

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.

28

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

For the years ended December 31,

(dollars in thousands, except shares and per share amounts)

2025

2024

2023

PER COMMON SHARE INFORMATION

Earnings per common share—basic

$

2.23

$

2.26

$

2.51

Earnings per common share—diluted

2.23

2.26

2.51

Earnings per common share—diluted, excluding certain items (1)(2)

3.40

2.34

2.56

Dividends declared per common share

1.49

1.45

1.41

Book value at year end

39.64

39.54

40.23

Tangible book value at year end (1)

22.01

22.83

21.28

Average common shares outstanding—basic

90,896,991

62,589,406

59,303,210

Average common shares outstanding—diluted

91,034,094

62,653,557

59,427,989

Period end common shares outstanding

96,067,559

66,919,805

59,376,435

Period end preferred shares outstanding

230,000

150,000

150,000

SELECTED RATIOS

Return on average assets

0.78

%

0.78

%

0.86

%

Return on average assets, excluding certain items (1)(2)

1.19

0.81

0.88

Return on average tangible assets (1)

0.92

0.87

0.97

Return on average tangible assets, excluding certain items (1)(2)

1.36

0.90

0.99

Return on average equity

5.41

5.33

6.02

Return on average equity, excluding certain items (1)(2)

8.27

5.52

6.14

Return on average tangible equity (1)

10.45

9.66

11.59

Return on average tangible equity, excluding certain items (1)(2)

15.40

9.99

11.82

Return on average tangible common equity (1)

11.46

10.66

12.99

Return on average tangible common equity, excluding certain items (1)(2)

16.89

11.03

13.24

Net interest margin (3)

3.53

2.96

3.14

Efficiency ratio (1)

52.87

63.52

62.24

Average loans to average deposits

89.24

89.48

85.71

Allowance for credit losses - loans to total loans

1.14

1.10

1.12

Allowance for credit losses - loans to total non-performing loans

238.85

349.08

487.45

Non-performing assets to total assets

0.33

0.22

0.16

Net loan charge-offs to average loans

0.10

0.11

0.04

Average shareholders’ equity to average assets

14.41

14.64

14.34

Tangible equity to tangible assets (1)

8.99

9.52

8.49

Tangible common equity to tangible assets (1)

8.13

8.70

7.62

Tier 1 leverage ratio

9.42

10.68

9.87

Tier 1 capital to risk-weighted assets

11.42

13.06

12.05

Total capital to risk-weighted assets

13.92

15.88

14.91

Common equity tier 1 capital ratio (CET 1)

10.37

12.07

10.99

Dividend payout ratio

66.82

64.16

56.18

Trust assets at market value (4)

$

7,885,513

$

5,967,610

$

5,360,657

_______

(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.

29

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.

For the years ended December 31,

(dollars in thousands, except per share amounts)

2025

2024

2023

Tangible common equity to tangible assets:

Total shareholders’ equity

$

4,031,913

$

2,790,281

$

2,533,062

Less: goodwill and other intangible assets, net of deferred tax liability

(1,693,755

)

(1,118,293

)

(1,124,811

)

Tangible equity

2,338,158

1,671,988

1,408,251

Less: preferred shareholders' equity

(224,187

)

(144,484

)

(144,484

)

Tangible common equity

2,113,971

1,527,504

1,263,767

Total assets

27,696,333

18,684,298

17,712,374

Less: goodwill and other intangible assets, net of deferred tax liability

(1,693,755

)

(1,118,293

)

(1,124,811

)

Tangible assets

$

26,002,578

$

17,566,005

$

16,587,563

Tangible equity to tangible assets

8.99

%

9.52

%

8.49

%

Tangible common equity to tangible assets

8.13

%

8.70

%

7.62

%

Tangible book value per share:

Total shareholders’ equity

$

4,031,913

$

2,790,281

$

2,533,062

Less: goodwill and other intangible assets, net of deferred tax liability

(1,693,755

)

(1,118,293

)

(1,124,811

)

Less: preferred shareholders' equity

(224,187

)

(144,484

)

(144,484

)

Tangible common equity

2,113,971

1,527,504

1,263,767

Common shares outstanding

96,067,559

66,919,805

59,376,435

Tangible book value per share at year end

$

22.01

$

22.83

$

21.28

Return on average tangible equity:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: amortization of intangibles, net of tax

22,965

6,518

7,180

Net income available to common shareholders before amortization of intangibles

225,529

147,903

156,087

Average total shareholders’ equity

3,742,065

2,653,174

2,474,627

Less: average goodwill and other intangibles, net of deferred tax liability

(1,583,033

)

(1,121,472

)

(1,128,277

)

Average tangible equity

$

2,159,032

$

1,531,702

$

1,346,350

Return on average tangible equity

10.45

%

9.66

%

11.59

%

Average tangible common equity

$

1,968,805

$

1,387,218

$

1,201,866

Return on average tangible common equity

11.46

%

10.66

%

12.99

%

Return on average tangible assets:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: amortization of intangibles, net of tax

22,965

6,518

7,180

Net income before amortization of intangibles

225,529

147,903

156,087

Average total assets

25,967,670

18,122,625

17,259,720

Less: average goodwill and other intangibles, net of deferred tax liability

(1,583,033

)

(1,121,472

)

(1,128,277

)

Average tangible assets

$

24,384,637

$

17,001,153

$

16,131,443

Return on average tangible assets

0.92

%

0.87

%

0.97

%

Efficiency ratio:

Non-interest expense

$

624,575

$

401,871

$

390,002

Less: amortization of intangibles

(29,070

)

(8,251

)

(9,088

)

Less: restructuring and merger-related expense

(75,933

)

(6,400

)

(3,830

)

Non-interest expense excluding restructuring and merger-related expense and amortization of intangibles

519,572

387,220

377,084

Net interest income on a fully-taxable equivalent basis

819,271

483,016

486,343

Non-interest income excluding net securities gains (losses)

163,376

126,575

119,547

Net interest income on a fully-taxable equivalent basis plus non-interest income

$

982,647

$

609,591

$

605,890

Efficiency ratio

52.87

%

63.52

%

62.24

%

Net income per common shareholders, excluding certain items:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: after-tax restructuring and merger-related expenses (1)

59,987

5,056

3,026

Add: after-tax day one provision for credit losses on acquired loans (1)

46,926

—

—

Net income per common shareholders, excluding after-tax restructuring and merger-related expenses

$

309,477

$

146,441

$

151,933

30

For the years ended December 31,

(dollars in thousands, except per share amounts)

2025

2024

2023

Net income per common share - diluted, excluding certain items:

Net income per common share - diluted

$

2.23

$

2.26

$

2.51

Add: after-tax restructuring and merger-related expenses per common share - diluted (1)

0.66

0.08

0.05

Add: after-tax day one provision for credit losses on acquired loans (1)

0.51

—

—

Net income per common share - diluted, excluding certain items

$

3.40

$

2.34

$

2.56

Return on average equity, excluding certain items:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: after-tax restructuring and merger-related expenses (1)

59,987

5,056

3,026

Add: after-tax day one provision for credit losses on acquired loans (1)

46,926

—

—

Net income available to common shareholders, excluding certain items

309,477

146,441

151,933

Average total shareholders’ equity

$

3,742,065

$

2,653,174

$

2,474,627

Return on average equity, excluding certain items

8.27

%

5.52

%

6.14

%

Return on average tangible equity, excluding certain items:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: after-tax restructuring and merger-related expenses (1)

59,987

5,056

3,026

Add: amortization of intangibles, net of tax

22,965

6,518

7,180

Add: after-tax day one provision for credit losses on acquired loans (1)

46,926

—

—

Net income available to common shareholders before amortization of intangibles and excluding certain items

332,442

152,959

159,113

Average total shareholders’ equity

3,742,065

2,653,174

2,474,627

Less: average goodwill and other intangibles, net of deferred tax liability

(1,583,033

)

(1,121,472

)

(1,128,277

)

Average tangible equity

$

2,159,032

$

1,531,702

$

1,346,350

Return on average tangible equity, excluding certain items

15.40

%

9.99

%

11.82

%

Average tangible common equity

$

1,968,805

$

1,387,218

$

1,201,866

Return on average tangible common equity, excluding certain items

16.89

%

11.03

%

13.24

%

Return on average assets, excluding certain items:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: after-tax restructuring and merger-related expenses (1)

59,987

5,056

3,026

Add: after-tax day one provision for credit losses on acquired loans (1)

46,926

—

—

Net income available to common shareholders, excluding certain items

309,477

146,441

151,933

Average total assets

$

25,967,670

$

18,122,625

$

17,259,720

Return on average tangible assets, excluding certain items

1.19

%

0.81

%

0.88

%

Return on average tangible assets, excluding after-tax restructuring and merger-related expenses:

Net income available to common shareholders

$

202,564

$

141,385

$

148,907

Add: amortization of intangibles, net of tax

22,965

6,518

7,180

Add: after-tax restructuring and merger-related expenses (1)

59,987

5,056

3,026

Add: after-tax day one provision for credit losses on acquired loans (1)

46,926

—

—

Net income available to common shareholders, before amortization of intangibles and excluding certain items

332,442

152,959

159,113

Average total assets

25,967,670

18,122,625

17,259,720

Less: average goodwill and other intangibles, net of deferred tax liability

(1,583,033

)

(1,121,472

)

(1,128,277

)

Average tangible assets

$

24,384,637

$

17,001,153

$

16,131,443

Return on average tangible assets, excluding certain items

1.36

%

0.90

%

0.99

%

Dividend payout ratio, excluding certain items:

Dividends declared per common share

$

1.49

$

1.45

$

1.41

Net income per common share - diluted

2.23

2.26

2.51

Add: after-tax restructuring and merger-related expenses per diluted share (1)

0.66

0.08

0.05

Add: after-tax day one provision for credit losses on acquired loans (1)

0.51

—

—

Net income per common share - diluted, excluding certain items

$

3.40

$

2.34

$

2.56

Dividend payout ratio, excluding certain items

43.82

61.97

55.08

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

31

For the years ended December 31,

(dollars in thousands, except per share amounts)

2025

2024

2023

Pre-tax, pre-provision income, excluding restructuring and merger-related expenses:

Income before provision for income taxes

$

279,238

$

185,114

$

194,049

Add: provision for credit losses

77,242

19,206

17,734

Add: restructuring and merger-related expenses

75,933

6,400

3,830

Pre-tax, pre-provision income

432,413

210,720

215,613

Pre-tax, pre-provision income per common share - diluted

Net income per common share - diluted

$

2.23

$

2.26

$

2.51

Add: provision for income taxes

0.61

0.55

0.60

Add: provision for credit losses

0.85

0.30

0.29

Add: preferred dividends

0.23

0.16

0.17

Add: restructuring and merger-related expenses

0.83

0.10

0.06

Pre-tax, pre-provision income per common share - diluted

$

4.75

$

3.36

$

3.63

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.

32

TABLE 1. NET INTEREST INCOME

For the years ended December 31,

(dollars in thousands)

2025

2024

2023

Net interest income

$

814,300

$

478,208

$

481,338

Taxable-equivalent adjustments to net interest income

4,971

4,808

5,005

Net interest income, fully taxable-equivalent

$

819,271

$

483,016

$

486,343

Net interest spread, non-taxable-equivalent

2.76

%

2.00

%

2.35

%

Benefit of net non-interest bearing liabilities

0.75

%

0.93

%

0.76

%

Net interest margin

3.51

%

2.93

%

3.11

%

Taxable-equivalent adjustment

0.02

%

0.03

%

0.03

%

Net interest margin, fully taxable-equivalent

3.53

%

2.96

%

3.14

%

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.

33

TABLE 2. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS

For the years ended December 31,

2025

2024

2023

(dollars in thousands)

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

ASSETS

Due from banks-interest bearing

$

719,247

$

33,525

4.66

%

$

409,900

$

22,449

5.48

%

$

348,109

$

18,918

5.43

%

Loans, net of unearned income (1)

17,943,698

1,097,203

6.11

%

12,185,386

709,802

5.83

%

11,132,618

596,852

5.36

%

Securities: (2)

Taxable

3,729,244

116,342

3.12

%

2,894,993

70,559

2.44

%

3,150,781

73,449

2.33

%

Tax-exempt (3)

736,998

23,673

3.21

%

748,304

22,897

3.06

%

783,697

23,835

3.04

%

Total securities

4,466,242

140,015

3.13

%

3,643,297

93,456

2.57

%

3,934,478

97,284

2.47

%

Other earning assets

70,891

6,168

8.70

%

57,845

4,742

8.20

%

55,368

3,467

6.26

%

Total earning assets (3)

23,200,078

1,276,911

5.50

%

16,296,428

830,449

5.10

%

15,470,573

716,521

4.63

%

Other assets

2,767,592

1,826,197

1,789,147

Total Assets

$

25,967,670

$

18,122,625

$

17,259,720

LIABILITIES AND

   SHAREHOLDERS’ EQUITY

Interest bearing demand deposits

$

4,779,261

$

120,953

2.53

%

$

3,604,463

$

107,700

2.99

%

$

3,243,786

$

72,866

2.25

%

Money market accounts

4,506,303

131,839

2.93

%

2,259,882

72,899

3.23

%

1,763,921

36,616

2.08

%

Savings deposits

3,008,218

35,176

1.17

%

2,422,859

31,066

1.28

%

2,655,105

23,869

0.90

%

Certificates of deposit

2,748,131

87,788

3.19

%

1,467,738

53,236

3.63

%

1,008,950

18,472

1.83

%

Total interest bearing

   deposits

15,041,913

375,756

2.50

%

9,754,942

264,901

2.72

%

8,671,762

151,823

1.75

%

Federal Home Loan Bank

   borrowings

1,325,871

58,434

4.41

%

1,164,344

62,489

5.37

%

1,138,247

59,318

5.21

%

Repurchase agreements

126,726

3,433

2.71

%

125,534

3,953

3.15

%

115,817

2,545

2.20

%

Subordinated debt and junior

   subordinated debt

344,691

20,017

5.81

%

279,189

16,090

5.76

%

281,788

16,492

5.85

%

Total interest bearing

   liabilities (4)

16,839,201

457,640

2.72

%

11,324,009

347,433

3.07

%

10,207,614

230,178

2.25

%

Non-interest bearing demand

   deposits

5,064,560

3,863,366

4,316,245

Other liabilities

321,844

282,076

261,234

Shareholders’ equity

3,742,065

2,653,174

2,474,627

Total Liabilities and Shareholders’

   Equity

$

25,967,670

$

18,122,625

$

17,259,720

Taxable equivalent net interest spread

2.79

%

2.03

%

2.38

%

Taxable equivalent net interest

   margin (3)

$

819,271

3.53

%

$

483,016

2.96

%

$

486,343

3.14

%

(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.

34

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

2025 Compared to 2024

2024 Compared to 2023

(in thousands)

Volume

Rate

Net Increase

(Decrease)

Volume

Rate

Net Increase

(Decrease)

Increase (decrease) in interest income:

Due from banks—interest bearing

$

14,835

$

(3,759

)

$

11,076

$

3,383

$

148

$

3,531

Loans, net of unearned income

350,515

36,886

387,401

58,992

53,958

112,950

Taxable securities

23,221

22,562

45,783

(6,137

)

3,247

(2,890

)

Tax-exempt securities (2)

(350

)

1,126

776

(1,082

)

144

(938

)

Other earning assets

1,121

305

1,426

161

1,114

1,275

Total interest income change (2)

389,342

57,120

446,462

55,317

58,611

113,928

Increase (decrease) in interest expense:

Interest bearing demand deposits

31,447

(18,194

)

13,253

8,776

26,058

34,834

Money market

66,300

(7,360

)

58,940

12,215

24,068

36,283

Savings deposits

7,021

(2,911

)

4,110

(2,239

)

9,436

7,197

Certificates of deposit

41,568

(7,016

)

34,552

11,009

23,755

34,764

Federal Home Loan Bank borrowings

7,992

(12,047

)

(4,055

)

1,378

1,793

3,171

Other short-term borrowings

37

(557

)

(520

)

229

1,179

1,408

Subordinated debt and junior subordinated debt

3,803

124

3,927

(151

)

(251

)

(402

)

Total interest expense change

158,168

(47,961

)

110,207

31,217

86,038

117,255

Net interest income (decrease) increase (2)

$

231,174

$

105,081

$

336,255

$

24,100

$

(27,427

)

$

(3,327

)

(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).

35

TABLE 4. NON-INTEREST INCOME

For the years ended December 31,

(dollars in thousands)

2025

2024

$ Change

% Change

Trust fees

$

37,087

$

30,676

$

6,411

20.9

Service charges on deposits

41,392

29,979

11,413

38.1

Digital banking income

26,475

19,953

6,522

32.7

Net swap fee and valuation income

8,896

5,941

2,955

49.7

Net securities brokerage revenue

11,846

10,238

1,608

15.7

Bank-owned life insurance

15,101

9,544

5,557

58.2

Mortgage banking income

6,194

4,270

1,924

45.1

Net securities gains

3,379

1,408

1,971

140.0

Net (losses)/gains on other real estate owned and other assets

(424

)

142

(566

)

(398.6

)

Net insurance services revenue

3,985

3,651

334

9.1

Payment processing fees

3,401

3,504

(103

)

(2.9

)

Other

9,423

8,677

746

8.6

Total non-interest income

$

166,755

$

127,983

$

38,772

30.3

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.

36

TABLE 5. NON-INTEREST EXPENSE

For the years ended December 31,

(dollars in thousands)

2025

2024

$ Change

% Change

Salaries and wages

$

230,977

$

177,516

$

53,461

30.1

Employee benefits

67,015

46,141

20,874

45.2

Net occupancy

33,237

25,157

8,080

32.1

Equipment and software

62,612

41,303

21,309

51.6

Marketing

9,861

9,764

97

1.0

FDIC insurance

20,897

14,215

6,682

47.0

Amortization of intangible assets

29,070

8,251

20,819

252.3

Restructuring and merger-related expenses

75,933

6,400

69,533

1,086.5

Professional fees

26,047

19,020

7,027

36.9

Franchise and other miscellaneous taxes

19,151

12,986

6,165

47.5

ATM and electronic banking interchange expenses

6,924

6,019

905

15.0

Communications

5,917

4,718

1,199

25.4

Other real estate owned and foreclosure expenses

434

266

168

63.2

Postage, supplies and other

36,500

30,115

6,385

21.2

Total non-interest expense

$

624,575

$

401,871

$

222,704

55.4

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.

37

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.

38

SECURITIES

TABLE 6. COMPOSITION OF SECURITIES (1)

December 31,

(dollars in thousands)

2025

2024

$ Change

% Change

Equity securities (at fair value)

$

30,809

$

13,427

$

17,382

129.5

Available-for-sale debt securities (at fair value)

U.S. Treasury

196,857

146,113

50,744

34.7

U.S. Government sponsored entities and agencies

222,997

194,242

28,755

14.8

Residential mortgage-backed securities and

   collateralized mortgage obligations of government

   sponsored entities and agencies

2,610,448

1,593,441

1,017,007

63.8

Commercial mortgage-backed securities and

   collateralized mortgage obligations of government

   sponsored entities and agencies

63,615

231,782

(168,167

)

(72.6

)

Asset backed securities

68,935

—

68,935

100.0

Obligations of states and political subdivisions

73,188

68,620

4,568

6.7

Corporate debt securities

52,292

11,874

40,418

340.4

Total available-for-sale debt securities

$

3,288,332

$

2,246,072

$

1,042,260

46.4

Held-to-maturity debt securities (at amortized cost)

U.S. Government sponsored entities and agencies

$

2,341

$

2,988

$

(647

)

(21.7

)

Residential mortgage-backed securities and

   collateralized mortgage obligations of government

   sponsored entities and agencies

27,014

32,803

(5,789

)

(17.6

)

Obligations of states and political subdivisions

1,100,788

1,098,957

1,831

0.2

Corporate debt securities

1,971

18,158

(16,187

)

(89.1

)

Total held-to-maturity debt securities (2)

$

1,132,114

$

1,152,906

$

(20,792

)

(1.8

)

Total securities

$

4,451,255

$

3,412,405

$

1,038,850

30.4

Available-for-sale and equity securities:

Weighted average yield at the respective year-end (3)

3.36

%

2.54

%

As a % of total securities

74.6

%

66.2

%

Weighted average life (in years)

5.7

6.2

Held-to-maturity securities:

Weighted average yield at the respective year-end (3)

3.05

%

2.96

%

As a % of total securities

25.4

%

33.8

%

Weighted average life (in years)

7.3

8.4

Total securities:

Weighted average yield at the respective year-end (3)

3.28

%

2.67

%

As a % of total securities

100.0

%

100.0

%

Weighted average life (in years)

6.1

6.9

(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

39

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.

40

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.

One Year

 or Less

One to Five

 Years

Five to Ten

Years

Over Ten

Years

Mortgage-backed securities

Total

Weighted-average yield (1):

U.S. Government sponsored entities and agencies

—

—

—

—

2.01

%

2.01

%

Residential mortgage-backed securities and

collateralized mortgage obligations of

government sponsored entities and agencies (2)

—

—

—

—

2.74

%

2.74

%

Obligations of states and political subdivisions (3)

4.23

%

3.64

%

2.96

%

2.84

%

—

3.04

%

Corporate debt securities

—

6.07

%

—

—

—

6.07

%

Total weighted average yield

4.23

%

3.67

%

2.96

%

2.84

%

2.68

%

3.05

%

(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

December 31, 2025

December 31, 2024

(dollars in thousands)

Amount

% of Total

Amount

% of Total

Municipal bonds (at fair value) (1):

Investment Grade - Prime

$

120,871

11.2

$

103,033

10.0

Investment Grade - High

853,961

79.1

823,832

80.4

Investment Grade - Upper Medium

98,169

9.1

90,993

8.9

Investment Grade - Lower Medium

280

-

2,771

0.3

Not rated

6,145

0.6

3,982

0.4

Total municipal bond portfolio

$

1,079,426

100.0

$

1,024,611

100.0

(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

December 31, 2025

December 31, 2024

(dollars in thousands)

Amount

% of Total

Amount

% of Total

Municipal bond type:

General Obligation

$

778,263

72.1

$

747,825

73.0

Revenue

301,163

27.9

276,786

27.0

Total municipal bond portfolio

$

1,079,426

100.0

$

1,024,611

100.0

Municipal bond issuer:

State Issued

$

81,539

7.6

$

60,841

5.9

Local Issued

997,887

92.4

963,770

94.1

Total municipal bond portfolio

$

1,079,426

100.0

$

1,024,611

100.0

41

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

December 31, 2025

(dollars in thousands)

Fair Value

% of Total

California (1)

$

209,359

19.3

Pennsylvania

199,351

18.5

Ohio

90,476

8.4

Texas

87,108

8.1

Illinois (2)

40,230

3.7

All other states (3)

452,902

42.0

Total municipal bond portfolio

$

1,079,426

100.0

(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.

42

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

December 31,

2025

2024

(dollars in thousands)

Balance

Commitments

Exposure

Balance

Commitments

Exposure

LOANS

Commercial real estate:

Land and construction

$

1,783,637

$

1,094,527

$

2,878,164

$

1,352,083

$

1,110,206

$

2,462,289

Improved property

9,155,197

360,869

9,516,066

5,974,598

226,649

6,201,247

Total commercial real estate

10,938,834

1,455,396

12,394,230

7,326,681

1,336,855

8,663,536

Commercial and industrial

2,863,893

2,574,332

5,438,225

1,787,277

1,697,998

3,485,275

Total commercial loans

13,802,727

4,029,728

17,832,455

9,113,958

3,034,853

12,148,811

Residential real estate

3,938,585

191,217

4,129,802

2,520,086

164,976

2,685,062

Home equity lines of credit

1,129,394

1,447,579

2,576,973

821,110

1,135,731

1,956,841

Consumer

355,726

68,070

423,796

201,275

37,988

239,263

Total retail loans

5,423,705

1,706,866

7,130,571

3,542,471

1,338,695

4,881,166

Total portfolio loans

19,226,432

5,736,594

24,963,026

12,656,429

4,373,548

17,029,977

Loans held for sale

87,454

56,653

144,107

18,695

16,619

35,314

Deposit overdraft limits

—

556,063

556,063

—

387,591

387,591

Total loans

$

19,313,886

$

6,349,310

$

25,663,196

$

12,675,124

$

4,777,758

$

17,452,882

Letters of credit included above

$

56,030

$

47,879

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.

43

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

December 31, 2025 (1)

Commercial Real Estate

(percentage of outstandings, rounded to nearest whole percent)

Land and

Construction

Improved

Property

Commercial

and

Industrial

Residential

Real

Estate

Home

Equity

Lines

Consumer

Total

Columbus OH MSA

12

%

14

%

9

%

10

%

10

%

3

%

12

%

Other Ohio Locations

5

5

15

9

11

19

8

Washington-Arlington-Alexandria, DC-VA-MD-WV MSA

7

9

5

10

5

2

8

Pittsburgh PA MSA

2

6

6

11

14

4

7

Louisville-Jefferson KY IN MSA

6

7

5

2

5

1

6

Western Ohio MSAs

8

6

5

7

7

2

6

Baltimore-Columbia-Towson MD MSA

3

7

1

8

4

1

5

Cleveland OH MSA

5

5

9

6

1

2

5

Toledo OH MSA

3

4

5

2

3

4

4

Lexington – Fayette KY MSA

3

4

1

2

3

1

3

Other Indiana Locations

8

3

2

3

1

1

3

Other Kentucky Locations

2

3

2

2

6

2

3

Other West Virginia Locations

3

2

4

3

5

6

3

Upper Ohio Valley MSAs

—

2

7

3

7

10

3

Youngstown-Warren OH MSA

2

2

3

3

4

19

3

Fort Wayne IN MSA

2

2

2

1

—

1

2

Huntington Ashland WV OH MSA

1

2

1

1

2

2

2

Morgantown WV MSA

—

2

1

4

3

1

2

Tennessee Locations

10

1

2

1

—

—

2

Ann Arbor MI MSA

2

—

—

1

—

—

1

California-Lexington Park MD MSA

—

1

2

—

1

—

1

Canton-Massillon, OH MSA

1

1

2

1

1

1

1

Lima OH MSA

—

1

2

1

1

1

1

Other Pennsylvania Locations

2

1

1

1

1

3

1

Parkersburg-Marietta-Vienna, WV-OH MSA

1

1

1

1

2

4

1

Frederick-Gaithersburg-Rockville MD MSA

—

—

1

—

—

—

—

Other Maryland Locations

—

—

—

2

—

—

—

Other Michigan Locations

1

—

—

—

1

1

—

Sandusky OH MSA

—

—

—

1

1

1

—

Adjacent States & Outside of Market

11

9

6

4

1

8

7

Total

100

%

100

%

100

%

100

%

100

%

100

%

100

%

(1)
 Real estate secured loans are categorized based on the address of the collateral. All other loans are categorized based on the borrower’s address.

The Upper Ohio Valley Metropolitan Statistical Areas (“MSAs”) include the Wheeling, West Virginia and Weirton, West Virginia-Steubenville, Ohio MSAs. Other West Virginia locations include the Fairmont-Clarksburg and Charleston MSAs as well as communities that are not located within an MSA primarily in the northern, central and eastern parts of the state. The PFC acquisition

44

greatly expanded Wesbanco’s footprint in Ohio and added Michigan locations, including the Ann Arbor MSA. Ohio MSAs including Cleveland, Toledo, Youngstown-Warren, and Lima have all been added through the PFC merger. The western Ohio MSAs include the Dayton-Springfield and the Cincinnati-Middletown MSAs. Other Ohio locations include communities in Ohio that are not located within an MSA, the majority of which are located in southeastern Ohio. Other Indiana locations include communities in Indiana that are not located within an MSA, the majority of which are located in southern Indiana. Tennessee locations are comprised of loan production offices in various cities, including Chattanooga and Knoxville. Other Kentucky locations include the Elizabethtown KY MSA along with other Kentucky locations that are not located within an MSA. Through the acquisition of OLBK, Wesbanco added the Baltimore-Columbia-Towson, MD MSA and the Washington DC-Arlington-Alexandria, VA MSA as well as other Maryland locations. Adjacent states include parts of Delaware and Virginia that are within close proximity to Wesbanco’s markets. Outside-of-market loans consist of loans in all other locations not included in any of the other defined areas and have remained relatively unchanged over the past few years.

CREDIT RISK

The risk that borrowers will be unable or unwilling to repay their obligations is inherent in all lending activities. Repayment risk can be impacted by external events such as adverse economic conditions, social and political influences that impact entire industries or major employers, individual loss of employment or other personal calamities and changes in interest rates. This inherent risk may be further exacerbated by the terms and structure of each loan as well as potential concentrations of risk. The primary goal of managing credit risk is to minimize the impact of all of these factors on the quality of the loan portfolio.

Credit risk is managed through the initial underwriting process as well as through ongoing monitoring and administration of the portfolio. Credit policies establish standard underwriting guidelines for each type of loan and require an appropriate evaluation of the credit characteristics of each borrower. This evaluation focuses on the sufficiency and sustainability of the primary source of repayment, the adequacy of collateral, if any, as a secondary source of repayment, potential for guarantor support, as a tertiary source of repayment and other factors unique to each type of loan that may increase or mitigate their risk. The manner and degree of monitoring and administration of the portfolio varies by type and size of loan.

Credit risk is also managed by closely monitoring delinquency levels, trends and initiating collection efforts at the earliest stage of delinquency. Wesbanco also monitors general economic conditions, including unemployment, housing activity and real estate values in its markets. Underwriting standards are modified when appropriate based on market conditions, the performance of one or more loan categories, and other external factors. An independent loan review function also performs periodic reviews of the portfolio to assess the adequacy and effectiveness of underwriting, loan documentation and portfolio administration.

Each category of loans contains distinct elements of risk that impact the manner in which those loans are underwritten, structured, documented, administered and monitored. Customary terms and underwriting practices, together with specific risks associated with each category of loans and Wesbanco’s processes for managing those risks are discussed in the remainder of this section.

Commercial Loans —The commercial portfolio consists of loans to a wide range of business enterprises of varying size. Many commercial loans often involve multiple loans to one borrower or a group of related borrowers, therefore the potential for loss on any single transaction can be significantly greater for commercial loans than for retail loans. Commercial loan risk is mitigated by limiting total credit exposure to individual borrowers or groups of borrowers, industries and geographic markets and by requiring appropriate collateral or guarantors.

Commercial loans are monitored for potential concentrations of loans to any one borrower or group of related borrowers. At December 31, 2025 Wesbanco’s legal lending limit to any single borrower or their related interests approximated $420 million. The ten largest commercial relationships combined ranged from $842.6 million to $1.1 billion during 2025. There were 26 relationships that exceeded $50 million at December 31, 2025. These large relationships generally consist of more than one loan to a borrower or their related entities and often have different primary repayment sources. The single largest relationship exposure approximated $151 million at December 31, 2025 and consists of multiple loans to a business relationship for multi-family apartment projects and land development in the real estate investment sector. The exposure is composed of a number of separate projects in various Ohio markets that are at differing stages of development.

Commercial loans, including renewals and extensions of maturity, are approved within a framework of individual lending authorities based on the total credit exposure of the borrower. Loans with credit exposure up to $300 thousand are based on scoring system. Loans with credit exposure greater than $300 thousand require the approval of a commercial banking executive or credit officer, and credit exposures greater than $5.0 million require approval of a credit officer that is not responsible for loan origination. Credit exposures greater than $40 million require approval of a centralized credit committee comprised of senior and executive management, credit officers and directors. Underwriters and credit officers do not receive incentive compensation based on loan origination volume. Commercial banking executives receive incentive compensation based on multiple factors that include loan origination, net growth in outstanding loan balances, fees, credit quality and portfolio administration requirements.

45

CRE – land and construction consists of loans to finance land for development, investment, use in a commercial business enterprise, agricultural or minerals extraction, construction of residential dwellings for resale, multi-family apartments and other commercial buildings that may be owner-occupied or income-generating investments for the owner. Construction loans generally are made only when Wesbanco also commits to the permanent financing of the project, has a takeout commitment from another lender for the permanent loan or the loan is expected to be repaid from the sale of subdivided property. However, even if Wesbanco has a takeout commitment, construction loans are underwritten as if Wesbanco will retain the loan upon completion of construction. In recent years, many construction loans that did or did not have a takeout commitment when the loan originated have been sold or refinanced in the secondary market immediately upon completion of construction, at times, resulting in significant unscheduled loan payoffs.

CRE – land and construction loans require payment of interest-only during the construction period, with initial terms ranging from six months up to three years for larger, multiple-phase projects, such as residential housing developments and large scale commercial projects. Interest rates are often fully-floating based on an appropriate index, but may be structured in the same manner as the interest rate that will apply to the permanent loan upon completion of construction. Interest during the construction period is typically included in the project costs and therefore is often funded by loan advances. Advances are monitored to ensure that the project is at the appropriate stage of completion with each advance and that interest reserves are not exhausted prior to completion of the project. In the event a project is not completed within the initial term, the loan is re -underwritten at maturity, but interest beyond the initial term must be paid by the borrower and in some instances an additional interest reserve is required as a condition of extending the maturity. Upon completion of construction, the loan is converted to permanent financing and reclassified to CRE—improved property.

CRE – improved property loans consist of loans to purchase or refinance owner-occupied and investment properties. Owner-occupied CRE consists of loans to borrowers in a diverse range of industries and property types. Investment properties include multi-family apartment buildings, 1-to-4 family rental units, lodging and various types of commercial buildings that are rented or leased to unrelated parties of the owner.

CRE – improved property loans generally require monthly principal and interest payments based on amortization periods ranging from ten to thirty years depending on the type, age and condition of the property. Loans with amortization periods exceeding twenty years typically also have a maturity date or call option of ten years or less. Interest rates are generally adjustable after a fixed period ranging from one to five years based on an appropriate index of comparable duration. Interest rates may also be fixed for longer than five years and certain loans from acquisitions may have longer initial fixed rate terms. For certain larger loans, the borrower may be required to enter into an interest rate derivative contract that converts Wesbanco’s rate to an adjustable rate.

C&I loans consist of revolving lines of credit to finance accounts receivable, inventory and other general business purposes; term loans to finance fixed assets other than real estate, and letters of credit to support trade, insurance or governmental requirements for a variety of businesses. Most C&I borrowers are privately-held companies with annual sales up to $100 million.

C&I term loans secured by equipment and other types of collateral generally require monthly principal and interest payments based on amortization periods up to ten years depending on the estimated useful life of the collateral, with interest rates that may be fixed for the term of the loan (potentially via an interest rate derivative contract) or adjustable after a fixed period ranging from one to seven years based on an appropriate index.

Commercial lines and letters of credit are generally categorized as C&I but may also be categorized as CRE—improved property loans or CRE—land and construction if they are secured primarily by real estate. Lines of credit typically require payment of interest-only with principal due on demand or at maturity. Interest rates on lines of credit are generally fully-adjustable based on an appropriate short-term index. Letters of credit typically require a periodic fee with principal and interest due on demand in the event the beneficiary of the letter requests an advance on the commitment. Lines of credit may also include a fee based on the amount of the line that is not advanced. Lines and letters of credit are generally renewable or may be cancelled annually by Wesbanco, but may also be committed for up to three years in some circumstances. Letters of credit may also require Wesbanco to notify the beneficiary within a specified time in the event Wesbanco does not intend to renew or extend the commitment.

46

Table 13 summarizes the distribution of maturities by rate type for all commercial loans.

TABLE 13. MATURITIES OF COMMERCIAL LOANS

December 31, 2025

Fixed Rate Loans

Variable Rate Loans

(in thousands)

In One

Year or

Less

After

One

Year

Through

Five

Years

After

Five

Years

Through

Fifteen

Years

After

 Fifteen

 Years

Total

In One

Year or

Less

After

One

Year

Through

Five

Years

After

Five

Years

Through

Fifteen

Years

After

Fifteen

Years

Total

Commercial real estate:

Land and construction

$

11,958

$

49,365

$

70,384

$

5,665

$

137,372

$

464,429

$

777,146

$

374,560

$

30,130

$

1,646,265

Improved property

313,742

1,309,485

679,190

15,774

2,318,191

890,641

3,174,561

2,505,273

266,531

6,837,006

Commercial and industrial

81,654

491,591

248,489

56,103

877,837

838,821

598,283

500,078

48,874

1,986,056

Total commercial loans

$

407,354

$

1,850,441

$

998,063

$

77,542

$

3,333,400

$

2,193,891

$

4,549,990

$

3,379,911

$

345,535

$

10,469,327

The primary factors considered in underwriting CRE—land and construction loans are the overall viability of each project, the experience and financial capacity of the developer or builder to successfully complete the project, market absorption rates and property values. These loans also have the unique risk that the developer or builder may not complete the project, or not complete it on time or within budget. Risk is generally mitigated by extending credit to developers and builders with established reputations who operate in Wesbanco’s markets and have the liquidity or other resources to absorb unanticipated increases in the cost of a project or longer than anticipated absorption, periodically inspecting construction in progress, and disbursing the loan at specified stages of completion. Certification of completed construction by a licensed architect or engineer and performance and payment bonds may also be required for certain types of projects. Since speculative projects are inherently riskier, Wesbanco may require a specified percentage of pre-sales for land and residential development or pre-lease commitments for investment property before construction can begin.

The primary factors that are considered in underwriting investment real estate are the debt service coverage calculation, the net rental income generated by the property, the composition of the tenants occupying the property, and the terms of leases, all of which may vary depending on the specific type of property. Other factors that are considered include the overall financial capacity of the investors and their experience owning and managing investment property.

Repayment of owner-occupied loans must come from the cash flow generated by the occupant’s commercial business. Therefore, the primary factors that are considered in underwriting owner-occupied CRE and C&I loans are the debt service coverage calculation, the historical and projected earnings, cash flow, capital resources, liquidity and leverage of the business. Other factors that are considered for their potential impact on repayment capacity include the borrower’s industry, competitive advantages and disadvantages, demand for the business’ products and services, business model viability, quality, experience and depth of management, and external influences that may impact the business such as general economic conditions and social or political changes.

The type, age, condition and location of real estate as well as any environmental risks associated with the property are considered for both owner-occupied and investment CRE. Overall risk is mitigated by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan amount in relation to the lower of the cost or the market value of the property, unless there are sufficient mitigating factors that would reduce the risk of a higher loan-to-value. Market values are determined by obtaining current appraisals or evaluations, whichever is appropriate or required by banking regulations based on the amount financed prior to the loan being made. New appraisals or evaluations may be obtained throughout the life of each loan to more accurately assess current market value when the initial term of a loan is being extended, market conditions indicate that the property value may have declined, and/or the primary source of repayment is no longer adequate to repay the loan under its original terms. Environmental risk is further mitigated by requiring assessments performed by qualified inspectors whenever the current or previous uses of the property or any adjacent properties are likely to have resulted in contamination of the property financed.

CRE loan-to-value (“LTV”) ratios are generally limited to the maximum percentages prescribed by Wesbanco credit policy or banking regulations, which range from 65% for unimproved land to 85% for improved commercial property. Regulatory guidelines also limit the aggregate of CRE loans that exceed prescribed LTV ratios to 30% of the Bank’s total risk-based capital. The aggregate of all CRE loans and loan commitments that exceeded the regulatory guidelines approximated $391 million or 14% of the Bank’s total risk-based capital at December 31, 2025, compared to $237 million or 12% at December 31, 2024. Regardless of credit policy or regulatory guidelines, lower LTV ratios may be required for certain types of properties or when other factors exist that increase the risk of volatility in market values such as single or special-use properties that cannot be easily converted to other uses or may have limited marketability. Conversely, higher LTV ratios may be acceptable when there are other factors to adequately mitigate the risk.

The type and amount of collateral for C&I loans varies depending on the overall financial strength of the borrower, the amount and terms of the loan, and available collateral or guarantors. The level of pledged collateral can vary from unsecured to fully secured with various types of collateral. Unsecured credit is only extended to those borrowers and/or guarantors that exhibit consistently strong repayment capacity and the financial condition to withstand a temporary decline in their operating cash flows. Unsecured loans totaled $206 million and $195 million at December 31, 2025 and December 31, 2024, respectively. Loans can be secured by bank deposit

47

accounts, marketable securities, working capital assets (accounts receivable and inventory), equipment or owner occupied real estate. Bank deposits and marketable securities represent the lowest risk. Marketable securities are subject to changes in market value and are monitored regularly by the bank to ensure they remain appropriately margined. Collateral other than equipment or real estate that fluctuates with business activity, such as accounts receivable and inventory, may also be subject to regular reporting and certification by the borrower and, in some instances, independent inspection and verification by Wesbanco. Loans secured by equipment or real estate may be subject to receipt of third party appraisals. Although loans can be collateral type-specific, they can also be secured by multiple property types and/or a blanket lien may be placed on all of a borrower’s assets.

Most commercial loans are originated directly by Wesbanco. Participation in loans originated by other financial institutions represents $1.3 billion or 7.2% of total commercial loan exposure at December 31, 2025, compared to $860 million or 7.1% at December 31, 2024. Included in this total are Shared National Credits of approximately $248 million at December 31, 2025 and $116 million at December 31, 2024. Shared National Credits are defined as loans in excess of $100 million that are financed by three or more lending institutions. Wesbanco performs its own customary credit evaluation and underwriting before purchasing loan participations. The credit risk associated with these loans is similar to that of loans originated by Wesbanco, but additional risk may arise from the limited ability to control the actions of the lead, agent or servicing institution.

The commercial portfolio is monitored for potential concentrations of credit risk including by market, CRE – property type, C&I industry, loan type and loans affected by similar external factors. The breakdown of CRE – improved property includes 30% owner-occupied and 70% non-owner occupied.

Beginning in 2001 and revised in 2013, banks of a certain size are required to track C&I loan transactions designated as Highly Leveraged Transactions (“HLTs”). Loans that meet the criteria must be of a certain size, for the purpose of a buyout, acquisition or capital distributions and meet certain leverage ratios. As of December 31, 2025, Wesbanco had $135.3 million or 0.8% of total commercial loan exposure designated as HLTs, as compared to $123.5 million or 1.0% as of December 31, 2024.

The bank is monitoring the office building portfolio, as remote work has continued to result in diminished need for dedicated office space. As of December 31, 2025, total exposure specific to land development and new development related to office buildings, improvements and renovation of existing structures, purchase of existing buildings and other related activities approximated $507 million or 2.8% of the total commercial loan exposure, as compared to $414 million or 3.4% of the total commercial loan exposure at December 31, 2024. There is a potential risk for office loan losses to materialize as lease agreements begin to expire and companies reduce their footprint.

48

TABLE 14. COMMERCIAL EXPOSURE BY INDUSTRY

December 31, 2025

Land and Construction

Improved Property

Commercial and Industrial

(in thousands)

Balance

Commitment

Balance

Commitment

Balance

Commitment

Total Loan Balance

Total

Exposure

% of

Capital

(1)

Agriculture and farming

$

70,044

$

4,006

$

8,766

$

619

$

53,272

$

34,262

$

132,082

$

170,969

6.1

Energy

3,417

2,000

25,178

998

92,616

88,322

121,211

212,531

7.6

Construction

312,918

190,745

209,839

33,541

304,736

504,945

827,493

1,556,724

55.6

Manufacturing

35,302

14,011

424,575

31,873

368,570

305,086

828,447

1,179,417

42.1

Wholesale and distribution

4,835

282

138,969

18,295

209,310

191,407

353,114

563,098

20.1

Retail

44,268

54,471

524,489

43,706

206,244

132,994

775,001

1,006,172

36.0

Transportation and warehousing

16,448

514

171,048

3,499

128,169

65,672

315,665

385,350

13.8

Information and communications

24,030

1,720

45,585

369

24,721

7,550

94,336

103,975

3.7

Finance and insurance

2,492

77

47,292

5,243

76,317

118,459

126,101

249,880

8.9

Equipment leasing

76

—

24,181

441

175,647

64,227

199,904

264,572

9.5

Real estate - 1-4 family

2,756

1,944

206,102

8,453

106,094

5,708

314,952

331,057

11.8

Real estate - multi-family

483,777

283,842

1,446,816

22,194

1,771

3,369

1,932,364

2,241,769

80.1

Real estate - other retail

7,430

6,843

176,069

158

3,882

—

187,381

194,382

6.9

Real estate - shopping center

68,724

30,328

1,015,603

3,505

—

—

1,084,327

1,118,160

40.0

Real estate - office building

1,525

2,055

495,851

6,140

890

260

498,266

506,721

18.1

Real estate - commercial/manufacturing

82,302

14,815

512,501

12,926

1,378

1,100

596,181

625,022

22.3

Real estate - residential buildings

105,281

87,011

204,098

27,929

33,900

23,163

343,279

481,382

17.2

Real estate - other

207,754

92,500

777,514

39,378

52,572

34,398

1,037,840

1,204,116

43.0

Services

19,356

13,616

473,006

26,942

275,721

259,264

768,083

1,067,905

38.2

Schools and education services

9,467

21,133

77,648

17,712

99,693

28,373

186,808

254,026

9.1

Healthcare

183,350

98,570

913,046

34,288

208,847

128,313

1,305,243

1,566,414

56.0

Entertainment and recreation

9,107

12,365

75,292

400

14,351

8,991

98,750

120,506

4.3

Hotels

37,078

113,779

794,840

3,739

5,443

3,829

837,361

958,708

34.3

Other accommodations

26,767

171

80,961

217

199

381

107,927

108,696

3.9

Restaurants

21,535

1,603

161,607

3,586

128,027

36,694

311,169

353,052

12.6

Religious organizations

3,338

9,246

85,414

4,119

44,661

31,282

133,413

178,060

6.4

Government

260

711

38,907

890

175,456

9,328

214,623

225,552

8.1

Unclassified

—

36,169

-

9,709

71,406

486,955

71,406

604,239

21.6

Total commercial loans

$

1,783,637

$

1,094,527

$

9,155,197

$

360,869

$

2,863,893

$

2,574,332

$

13,802,727

$

17,832,455

637.3

(1)
Represents Bank’s total risk-based capital.

Multi-family apartments represent the single largest category of commercial loans. Multi-family apartment exposure increased 35.9% from $1.7 billion at December 31, 2024 to $2.2 billion at December 31, 2025. This exposure represents 80.1% of total risk-based capital at December 31, 2025, down from 83.9% at December 31, 2024.

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

Construction represents the third largest category of commercial exposure with total exposure of $1.6 billion. Construction exposure increased 50.5% from December 31, 2024 to December 31, 2025. This category represents 55.6% of risk-based capital, compared to 52.6% at December 31, 2024. Construction-coded loans are broken down between 1-4 family homes built for sale, lot development and general trade.

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

Manufacturing represents the fifth largest category of commercial loan exposure with total exposure of $1.2 billion. Manufacturing exposure increased 70.5% from December 31, 2024 to December 31, 2025. This represents 42.1% of total risk-based capital, compared to 35.2% at December 31, 2024.

Real estate—shopping center represents the sixth largest category of commercial exposure with total exposure of $1.1 billion. Real estate—shopping center increased 45.3% from December 31, 2024 to December 31, 2025. This category represents 40.0% of risk-based capital, compared to 39.1% at December 31, 2024.

In addition to the methods in which Wesbanco monitors the CRE portfolio for possible concentrations of risk, the regulatory agencies use a two-tiered assessment to determine whether a bank has an overall concentration of CRE lending as a percentage of bank tier 1 risk-based capital plus the allowance for credit losses on loans. Loan balances used to determine compliance are based upon Call Report instructions and therefore do not necessarily match the balances displayed in Table 14. The first tier measures loans for land, land development, residential and commercial construction. This tier totals $1.9 billion or 73.3% of total risk-based capital at December 31, 2025, compared to $1.4 billion or 72.2% at December 31, 2024. The regulatory guidance for the first tier is 100% of tier 1 risk-based capital plus the allowance for credit losses on loans. The second tier measures loans included in the first tier plus multi-family apartments and other commercial investment property. This tier totals $7.9 billion or 300.3% of tier 1 risk-based capital plus the allowance for credit losses on loans at December 31, 2025, compared to $5.6 billion or 283.8% at December 31, 2024. The regulatory

49

guidance for the second tier is 300% of tier 1 risk-based capital plus the allowance for credit losses on loans. The regulatory agencies also consider whether a bank’s CRE portfolio has increased by 50% or more within the prior thirty-six months of the assessment date. Total CRE exposure increased $3.2 billion or 66.9% for the thirty-six month period ended December 31, 2025.

Basel III requires banks to identify High Volatility Commercial Real Estate (“HVCRE”) loans in their portfolios. These loans are subject to 150% weighting in the risk-based capital calculation, effective January 1, 2015. These regulations require, among other things, that investment CRE loans for acquisition, development or construction that are not in permanent amortizing loan status, meet the statutory LTV guidelines, have a minimum contributed equity of 15% in cash, marketable securities or contributed land at appraised value, and the loan documentation must contain a requirement that the initial capital injection remain in the project until the loan has converted to permanent financing or is paid in full. Changes to the law in May 2018 eliminated certain CRE loan categories from being subject to the regulation, such as owner-occupied, changed contributed land value from cost to appraised value for the equity component and required only the initial capital to meet the 15% threshold remain in the project. The bank has approximately $181 million in HVCRE exposure representing 1.5% of total CRE exposure and 6.5% of total risk-based capital at December 31, 2025. This compares to $160 million in HVCRE exposure representing 1.8% of total CRE exposure and 8.1% of total risk-based capital at December 31, 2024.

Retail Loans —Retail loans are a homogenous group, generally consisting of standardized products that are smaller in amount and distributed over a larger number of individual borrowers. This group is comprised of residential real estate loans, home equity lines of credit and consumer loans.

Residential real estate consists of loans to purchase, construct or refinance the borrower’s primary dwelling, second residence or vacation home. Residential real estate also includes approximately $15 million of 1-to-4 family rental properties at December 31, 2025, a slight decrease from approximately $16 million at December 31, 2024. Wesbanco originates residential real estate loans for its portfolio as well as for sale in the secondary market. Portfolio loans also include loans to finance vacant land upon which the owner intends to construct a dwelling at a future date. The majority of portfolio loans require monthly principal and interest payments to amortize the loan with terms up to thirty years. Construction loans may only require interest payments during the construction period, which typically range from six to twelve months (but may be longer for larger residences) and will convert to principal and interest upon completion of construction. Loans for vacant land are generally five-year balloons based on a 20-year amortization and are refinanced when the owner begins construction of a dwelling. Interest rates on portfolio loans may be fixed for up to 30 years. Adjustable rate loans are based primarily on the Treasury Constant Maturity index and can adjust annually or in increments up to 15 years. Currently most 30-year and a portion of 15-year fixed-rate originations are sold into the secondary market.

HELOC loans are secured by first or second liens on a borrower’s primary residence or second home. HELOCs are generally limited to an amount which when combined with the first mortgage on the property, if any, does not exceed 90% of the market value. Maximum LTV ratios are also tiered based on the amount of the line and the borrower’s credit history. Most HELOCs originated prior to 2005 are available for draws by the borrower for up to fifteen years, at which time the outstanding balance is converted to a term loan requiring monthly principal and interest payments sufficient to repay the loan in not more than seven years. Most HELOCs originated from 2005 through 2013 are available to the borrower for an indefinite period as long as the borrower’s credit characteristics do not materially change, but may be cancelled by Wesbanco under certain circumstances. Generally, lines originated since 2013 have a 15 year draw period, a ten-year repayment period and also give borrowers the option to convert portions of the balance of their line into an installment loan requiring monthly principal and interest payments, with availability to draw on the line restored as the installment portions are repaid.

Consumer loans consist of installment loans originated directly by Wesbanco and indirectly through dealers to finance purchases of automobiles, trucks, motorcycles, boats, and other recreational vehicles; home equity installment loans, unsecured home improvement loans, and revolving lines of credit that can be secured or unsecured. The maximum term for installment loans is generally eighty-four months for automobiles, trucks, motorcycles and boats; one hundred eighty months for travel trailers; one hundred twenty months for home equity/improvement loans; and sixty months if the loan is unsecured. Maximum terms may be less depending on age of collateral. In January 2018, the bank decided to no longer underwrite indirect loans for motorcycles, recreational vehicles, trailers, boats or off-road vehicles to reduce the overall risk profile of the portfolio. Revolving lines of credit are generally available for an indefinite period of time as long as the borrower’s credit characteristics do not materially change, but may be cancelled by Wesbanco under certain circumstances. Interest rates on installment obligations are generally fixed for the term of the loan, while lines of credit are adjustable daily based on the Prime Rate.

50

TABLE 15. MATURITIES OF RETAIL LOANS

December 31, 2025

Fixed Rate Loans

Variable Rate Loans

(in thousands)

In One

Year or

Less

After One

Year

Through

Five

Years

After

Five

Years

Through

Fifteen

Years

After

 Fifteen

 Years

Total

In One

Year or

Less

After One

Year

Through

Five

Years

After

Five

Years

Through

Fifteen

Years

After

 Fifteen

 Years

Total

Residential real estate

$

5,993

$

53,697

$

169,405

$

1,382,436

$

1,611,531

$

277

$

4,464

$

44,109

$

2,278,204

$

2,327,054

Home equity lines of credit

221

9,889

49,625

701

60,436

25,776

19,062

126,094

898,026

1,068,958

Consumer

5,277

170,350

137,026

2,974

315,627

3,031

14,447

14,875

7,746

40,099

Total retail loans

$

11,491

$

233,936

$

356,056

$

1,386,111

$

1,987,594

$

29,084

$

37,973

$

185,078

$

3,183,976

$

3,436,111

The primary factors that are considered in underwriting retail loans are the borrower’s credit history and their current and reasonably anticipated ability to repay their obligations as measured by their total debt-to-income ratio. Portfolio residential real estate loans are generally underwritten to secondary market lending standards using automated underwriting systems developed for the secondary market that rely on empirical data to evaluate each loan application and assess credit risk. The amount of the borrower’s down payment is an important consideration for residential real estate, as is the borrower’s equity in the property for HELOCs. It is common practice to finance the total amount of the purchase price of motor vehicles and other consumer products plus certain allowable additions for tax, title, service contracts and credit insurance.

Risk is further mitigated by requiring residential real estate borrowers to have adequate down payments or cash equity, thereby limiting the loan amount in relation to the lower of the cost or the market value of the property, unless there are sufficient mitigating factors that would reduce the risk of a higher loan-to-value. Market values are determined by obtaining current appraisals or evaluations, whichever is appropriate or required by banking regulations, based on the amount financed prior to the loan being made. New appraisals or evaluations are not obtained unless the borrower requests a modification or refinance of the loan, or there is increased dependence on the value of the collateral because the borrower is in default.

Wesbanco does not maintain current information about the industry in which retail borrowers are employed. While such information is obtained when each loan is underwritten, it often becomes inaccurate with the passage of time as borrowers change employment. Instead, Wesbanco estimates potential exposure based on consumer demographics, market share, and other available information when there is a significant risk of loss of employment within an industry or a significant employer in Wesbanco’s markets. To management’s knowledge, there are no concentrations of employment that would have a material adverse impact on the retail portfolio.

Most retail loans are originated directly by Wesbanco except for indirect consumer loans originated by automobile dealers and other sellers of consumer goods. Wesbanco performs its own customary credit evaluation and underwriting before purchasing indirect loans. The credit risk associated with these loans is similar to that of loans originated by Wesbanco, but additional risk may arise from Wesbanco’s limited ability to control a dealer’s compliance with applicable consumer lending laws. Indirect consumer loans represented $179 million or 50% of consumer loans at December 31, 2025 compared to $102 million or 52% at December 31, 2024.

Loans Held For Sale —Loans held for sale consist of residential real estate loans originated for sale in the secondary market. Credit risk associated with such loans is mitigated by entering into sales commitments with third party investors to purchase the loans when they are originated. This practice has the effect of minimizing the amount of such loans that are unsold and the interest rate risk at any point in time. Wesbanco generally does not service these loans after they are sold. While most loans are sold without recourse, Wesbanco may be required to repurchase loans under certain circumstances for contractual periods of generally up to one year or less. The number and principal balance of loans that Wesbanco has been required to repurchase has not been material and therefore reserves established for this exposure are not material.

Banks that have been acquired by Wesbanco serviced some of the residential real estate loans that were sold to the secondary market prior to being acquired. Although these loans are not carried as an asset on the balance sheet, Wesbanco continues to service these loans. As of December 31, 2025 and 2024, Wesbanco serviced loans for others aggregating approximately $23 million and $26 million, respectively. There was no remaining unamortized balance of mortgage servicing rights related to these loans at either December 31, 2025 or 2024.

51

CREDIT QUALITY

The quality of the loan portfolio is measured by various factors, including the amount of loans that are past due, required to be reported as non-performing, or are adversely graded in accordance with internal risk classifications that are consistent with regulatory adverse risk classifications. Non-performing loans consist of non-accrual loans. Non-performing assets also include other real estate owned (“OREO”) and repossessed assets. Net charge-offs are also an important measure of credit quality. Wesbanco seeks to develop individual strategies for all assets that have adverse risk characteristics in order to minimize potential loss. However, there is no assurance such strategies will be successful and loans may ultimately proceed to foreclosure or other course of liquidation that does not fully repay the amount of the loan.

Past Due Loans —Loans that are past due but not reported as non-performing generally consist of loans that are between 30 and 89 days contractually past due. Certain loans that are 90 days or more past due also continue to accrue interest because they are deemed to be well-secured and in the process of collection. Earlier stage delinquency requires routine collection efforts to prevent them from becoming more seriously delinquent. Early stage delinquency represents potential future non-performing loans if routine collection efforts are unsuccessful. Table 16 summarizes loans that are contractually past due 30 days or more, excluding non-accrual loans.

TABLE 16. PAST DUE AND ACCRUING LOANS EXCLUDING NON-ACCRUAL AND TDR LOANS

December 31,

2025

2024

(dollars in thousands)

Amount

% of

Loan Balance

Amount

% of

Loan Balance

90 days or more:

Commercial real estate - land and construction

$

—

—

$

—

—

Commercial real estate - improved property

20,507

0.22

5,561

0.09

Commercial and industrial

777

0.03

3,498

0.20

Residential real estate

12,479

0.32

2,489

0.10

Home equity lines of credit

2,882

0.26

1,150

0.14

Consumer

1,138

0.32

857

0.43

Total 90 days or more

37,783

0.20

13,555

0.11

30 to 89 days:

Commercial real estate - land and construction

27,492

1.54

832

0.06

Commercial real estate - improved property

20,698

0.23

15,648

0.26

Commercial and industrial

9,385

0.33

9,695

0.54

Residential real estate

12,674

0.32

4,394

0.17

Home equity lines of credit

13,035

1.15

10,062

1.23

Consumer

7,915

2.23

5,296

2.63

Total 30 to 89 days

91,199

0.47

45,927

0.36

Total 30 days or more

$

128,982

0.67

$

59,482

0.47

Loans past due 30 days or more and accruing interest increased $129.0 million, representing 0.67% of total loans at December 31, 2025, as compared to 0.47% at December 31, 2024. While delinquent loans have increased somewhat following the PFC acquisition, management has continued to focus on sound initial underwriting and timely collection of loans at their earliest stage of delinquency.

Non-Performing Assets —Non-performing assets consist of non-accrual loans, OREO and repossessed assets.

Loans are generally placed on non-accrual when they become past due 90 days or more unless they are both well-secured and in the process of collection. Non-accrual loans also include consumer loans that were recently discharged in Chapter 7 bankruptcy but for which the borrower has continued to make payments for less than six consecutive months after the discharge.

OREO consists primarily of property acquired through or in lieu of foreclosure but may also include bank premises held for sale. Repossessed assets primarily consist of automobiles and other types of collateral acquired to satisfy defaulted consumer loans.

52

Table 17 summarizes non-performing assets.

TABLE 17. NON-PERFORMING ASSETS

December 31,

(dollars in thousands)

2025

2024

Non-accrual loans:

Commercial real estate—land and construction

$

832

$

—

Commercial real estate—improved property

29,754

19,036

Commercial and industrial

16,092

1,897

Residential real estate

34,332

12,524

Home equity lines of credit

9,248

6,208

Consumer

1,326

87

Total non-accrual loans

91,584

39,752

Total non-performing loans

91,584

39,752

Real estate owned and repossessed assets

907

852

Total non-performing assets

$

92,491

$

40,604

Total portfolio loans

$

19,226,432

$

12,656,429

Non-performing loans as a percentage of total portfolio

   loans

0.48

%

0.31

%

Non-accrual loans as a percentage of total portfolio loans

0.48

0.31

Non-performing assets as a percentage of total assets

0.33

0.22

Non-performing assets as a percentage of total portfolio

   loans, real estate owned and repossessed assets

0.48

0.32

Non-accrual loans increased $51.8 million or 130.4% from December 31, 2024 to December 31, 2025.

OREO and repossessed assets totaled $0.9 million at December 31, 2025, unchanged from $0.9 million at December 31, 2024. Wesbanco seeks to minimize the period for which it holds OREO and repossessed assets while also attempting to obtain a fair value from their disposition. Therefore, the sales price of these assets is dependent on current market conditions that affect the value of real estate, used automobiles, and other collateral. Repossessed assets are generally sold at auction within 60 days after repossession. Expenses associated with owning OREO and repossessed assets charged to other expenses were $0.4 million in 2025 and $0.3 million in 2024. Net gains on the disposition of OREO and repossessed assets are credited or charged to non-interest income and were $0.6 million in 2025 and $0.1 million in 2024.

Criticized and Classified Loans —Please refer to Note 5, “Loans and the Allowance for Credit Losses,” of the Consolidated Financial Statements for a description of internally-assigned risk grades for commercial loans and a summary of loans by grade. Wesbanco’s criticized loans are currently protected, but have weaknesses, which if not corrected, may be inadequately protected at some future date. Classified loan grades are equivalent to the classifications used by banking regulators to identify those loans that have significant adverse characteristics. A classified loan grade is assigned to all non-accrual commercial loans. Criticized and classified loans totaled $604.9 million or 4.4% of total commercial loans at December 31, 2025, compared to $354.7 million or 3.9% at December 31, 2024.

Charge-offs and Recoveries — Gross charge-offs increased $6.0 million or 30.0% to $25.8 million, while gross recoveries increased $1.0 million to $7.2 million, resulting in an increase of $5.0 million in net charge-offs for 2025 compared to 2024. The year-over-year increase is primarily due to the larger portfolio from the PFC acquisition. Despite this increase, the net loan charge-off rates actually decreased slightly to 0.10% of total average loans at December 31, 2025 as compared to 0.11% at December 31, 2024, and are consistent with continued overall low levels of non-performing loans. Table 18 summarizes charge-offs and recoveries as well as net charge-offs as a percentage of average loans for each category of the loan portfolio.

53

TABLE 18. CHARGE-OFFS AND RECOVERIES

December 31,

(dollars in thousands)

2025

2024

2023

Commercial real estate - land and construction

Net charge-offs / (recoveries)

$

(21

)

$

527

$

(65

)

Average balance outstanding

1,675,230

1,152,128

887,977

Net charge-offs (recoveries) as a percentage of average loans

(0.00

)

%

0.05

%

(0.01

)

%

Commercial real estate - improved property

Net charge-offs / (recoveries)

$

4,012

$

39

$

1,030

Average balance outstanding

8,680,210

5,834,795

5,403,653

Net charge-offs (recoveries) as a percentage of average loans

0.05

 %

0.00

%

0.02

%

Commercial and industrial

Net charge-offs / (recoveries)

$

4,896

$

8,533

$

1,064

Average balance outstanding

2,398,565

1,701,479

1,569,476

Net charge-offs (recoveries) as a percentage of average loans

0.20

 %

0.50

%

0.07

%

Residential real estate

Net charge-offs / (recoveries)

$

1,047

$

59

$

(720

)

Average balance outstanding

3,692,887

2,492,062

2,317,910

Net charge-offs (recoveries) as a percentage of average loans

0.03

%

0.00

%

(0.03

)

%

Home equity

Net charge-offs / (recoveries)

$

1,020

$

312

$

316

Average balance outstanding

1,048,340

771,005

706,365

Net charge-offs (recoveries) as a percentage of average loans

0.10

%

0.04

%

0.04

%

Consumer

Net charge-offs / (recoveries)

$

5,804

$

2,706

$

1,678

Average balance outstanding

348,862

217,196

230,069

Net charge-offs (recoveries) as a percentage of average loans

1.66

%

1.25

%

0.73

%

Loans held for sale

Net charge-offs / (recoveries)

$

—

$

—

$

—

Average balance outstanding

99,604

16,721

17,168

Net charge-offs (recoveries) as a percentage of average loans

—

%

—

%

—

%

Deposit Account Overdrafts

Net charge-offs / (recoveries)

$

1,875

$

1,467

$

1,339

Total loans

Net charge-offs / (recoveries)

$

18,633

$

13,643

$

4,642

Average balance outstanding

17,943,698

12,185,386

11,132,618

Net charge-offs (recoveries) as a percentage of average loans

0.10

%

0.11

%

0.04

%

ALLOWANCE FOR CREDIT LOSSES

As of December 31, 2025, the total allowance for credit losses – loans and commitments was $225.7 million, of which $218.7 million relates to loans and $7.0 million relates to loan commitments. The allowance for credit losses – loans was 1.14% of total portfolio loans as of December 31, 2025, compared to 1.10% as of December 31, 2024.

The allowance for credit losses - loans individually-evaluated increased $10.1 million from December 31, 2024 to December 31, 2025 due to an individually-evaluated loan analysis completed on certain classified commercial real estate loans. The allowance for credit losses-loans collectively-evaluated increased from December 31, 2024 to December 31, 2025 by $70.0 million, primarily due to the total allowance for credit losses related to the PFC acquisition.

The allowance for credit losses - loan commitments was $7.0 million at December 31, 2025 as compared to $6.1 million as of December 31, 2024, and is included in other liabilities on the Consolidated Balance Sheets.

The allowance for credit losses by loan category, presented in Note 5, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for credit losses in each segment of the portfolio. The allowance for credit losses under CECL is calculated utilizing a 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. At December 31, 2025, the primary driver of the change in the allowance model calculation from December 31, 2024 was the initial allowance on the loans acquired in the PFC acquisition. In addition to the PFC

54

acquisition, loan growth, fluctuations in the macroeconomic factors, increases to specific reserves for individually-evaluated loans, and changes in the level of criticized and classified loans were other drivers of the allowance at December 31, 2025. The 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 year-end, Wesbanco applied a one-year forecast and immediately reverted to historical losses. The national unemployment rate was projected to be 4.8% as of December 31, 2025 and subsequently increase to an average of 5.4% over the remainder of the one-year forecast period.

Table 19 summarizes the allowance together with selected relationships of the allowance and provision for credit losses to total loans and certain categories of loans.

TABLE 19. ALLOWANCE FOR CREDIT LOSSES

December 31,

(dollars in thousands)

2025

2024

2023

Balance at beginning of year:

Allowance for credit losses - loans

$

138,766

$

130,675

$

117,790

Allowance for credit losses - loan commitments

6,120

8,604

8,368

Total beginning allowance for credit losses - loans and loan commitments

144,886

139,279

126,158

Provision for credit losses:

Provision for loan losses

76,390

21,734

17,527

Provision for loan commitments

830

(2,484

)

236

Total provision for credit losses - loans and loan commitments

77,220

19,250

17,763

Net charge-offs:

Total charge-offs

(25,847

)

(19,875

)

(11,177

)

Total recoveries

7,214

6,232

6,535

Net charge-offs

(18,633

)

(13,643

)

(4,642

)

Balance at end of year:

Allowance for credit losses - loans

218,749

138,766

130,675

Allowance for credit losses - loan commitments

6,950

6,120

8,604

Total ending allowance for credit losses - loans and loan commitments

$

225,699

$

144,886

$

139,279

Allowance for credit losses - loans as a percentage of total portfolio loans

1.14

%

1.10

%

1.12

%

Allowance for credit losses - loans to non-accrual loans

2.39x

3.49x

4.87x

Allowance for credit losses - loans to total non-performing loans

2.39x

3.49x

4.87x

Allowance for credit losses - loans to total non-performing loans

   and loans past due 90 days or more

1.69x

2.60x

3.59x

The allowance consists of specific reserves for certain individually-evaluated loans, if any, and a general reserve for all other loans. Commercial loans, including CRE and C&I, that have other unique characteristics are tested individually for potential 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 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, the results of internal loan reviews and examinations by bank regulatory agencies pertaining to the allowance for credit losses. The allowance for collectively-evaluated loans is comprised of factors based on both historical loss experience and other qualitative factors. The allowance for collectively-evaluated loans increased $70.0 million from December 31, 2024 to December 31, 2025, primarily due to the total allowance for credit losses related to the PFC acquisition. Additionally, the allowance for collectively-evaluated loans increased due to changes in macroeconomic factors, changes in portfolio mix, and changes in qualitative adjustments. The allowance for individually-evaluated loans was $27.9 million at December 31, 2025, an increase of $10.1 million from December 31, 2024. The allowance for loan commitments increased $0.8 million from December 31, 2024 to December 31, 2025.

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Table 20 summarizes the allocation of the allowance for credit losses to each category of loans.

TABLE 20. ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,

2025

2024

(dollars in thousands)

Allowance

Amount

% of Loans or

Commitments to

Total Portfolio Loans

or Commitments

Allowance

Amount

% of Loans or

Commitments to

Total Portfolio Loans

or Commitments

Allowance for credit losses - loans:

Commercial real estate—land and construction

$

10,707

9.3

$

8,411

10.7

Commercial real estate—improved property

96,714

47.5

59,828

47.2

Commercial and industrial

64,932

14.9

42,398

14.1

Residential real estate

33,416

20.5

21,790

19.9

Home equity lines of credit

2,383

5.9

1,235

6.5

Consumer

8,742

1.9

3,391

1.6

Deposit account overdrafts

1,855

—

1,713

—

Total allowance for credit losses - loans

218,749

100.0

138,766

100.0

Allowance for credit losses - loan commitments:

Commercial real estate—land and construction

5,499

19.1

5,105

25.4

Commercial real estate—improved property

—

6.3

—

5.2

Commercial and industrial

552

44.9

—

38.7

Residential real estate

890

3.3

1,015

3.8

Home equity lines of credit

—

25.2

—

26.0

Consumer

9

1.2

—

0.9

Total allowance for credit losses - loan commitments

6,950

100.0

6,120

100.0

Total allowance for credit losses

$

225,699

$

144,886

Please refer to Note 5, “Loans and the Allowance for Credit Losses,” of the Consolidated Financial Statements for a summary of changes in the allowance for credit losses applicable to each category of loans. Changes in the allowance for all categories of loans also reflect the net effect of changes in historical loss rates, loan balances, specific reserves and management’s judgment with respect to the impact of qualitative factors on each category of loans. A decrease in the allowance for a particular loan category generally reflects either lower loan balances, historical loss rate changes or reductions in non-performing and/or classified commercial loans. Although the allowance for credit losses is allocated as described in Table 20, the total allowance is available to absorb losses in any category of loans. However, differences between management’s estimation of expected future losses and actual incurred losses in subsequent periods may necessitate future adjustments to the provision for credit losses. Management believes the allowance for credit losses is appropriate to absorb expected future losses at December 31, 2025.

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DEPOSITS

TABLE 21. DEPOSITS

December 31,

(dollars in thousands)

2025

2024

$ Change

% Change

Deposits

Non-interest bearing demand

$

5,376,767

$

3,842,758

$

1,534,009

39.9

Interest bearing demand

5,186,880

3,771,314

1,415,566

37.5

Money market

5,072,039

2,429,977

2,642,062

108.7

Savings deposits

3,157,782

2,362,736

795,046

33.6

Certificates of deposit

2,875,372

1,726,932

1,148,440

66.5

Total deposits

$

21,668,840

$

14,133,717

$

7,535,123

53.3

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 251 financial centers, as of December 31, 2025, in West Virginia, Ohio, western Pennsylvania, Maryland, Kentucky, Michigan and Indiana. The FDIC insures all deposits up to $250,000 per account.

Total deposits increased $7.5 billion or 53.3% in 2025 attributable to the acquired PFC deposits totaling $6.9 billion and reflects the benefit of deposit gathering and retention efforts by the retail and commercial teams. Money market, demand deposits, and savings deposits increased 108.7%, 38.7%, and 33.6%, respectively. Money market deposits were influenced through Wesbanco’s increased participation in the Insured Cash Sweep (ICS®) money market deposits program. ICS®reciprocal balances totaled $2.2 billion at December 31, 2025 as compared to $1.3 billion at December 31, 2024. ICS®one-way buys totaled $100.2 million and $200.6 million at December 31, 2025 and December 31, 2024, respectively.

Certificates of deposit increased $1.1 billion due primarily to the PFC acquisition. Wesbanco does not generally solicit brokered or other deposits out-of-market or over the internet but does participate in the Certificate of Deposit Account Registry Services (“CDARS®”) program. CDARS® balances totaled $73.1 million in outstanding balances at December 31, 2025, of which $0.9 million represented one-way buys, compared to $49.8 million in total outstanding balances at December 31, 2024, none of which represented one-way buys. Certificates of deposit greater than $250,000 were approximately $842.3 million at December 31, 2025 compared to $442.8 million at December 31, 2024. Certificates of deposit of $100,000 or more were approximately $1.7 billion at December 31, 2025 compared to $1.0 billion at December 31, 2024. Certificates of deposit totaling approximately $2.7 billion at December 31, 2025 with a cost of 3.53% are scheduled to mature within the next year. The average rate on certificates of deposit decreased 44 basis points to 3.19% for the year ended December 31, 2025 from 3.63% in 2024, with a similar increase experienced for jumbo certificates of deposit. Wesbanco will continue to focus on its core deposit strategies and improving its overall mix of transaction accounts to total deposits, which includes offering special promotions on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.

TABLE 22. UNINSURED DEPOSITS

December 31,

(dollars in thousands)

2025

2024

$ Change

% Change

Portion of certificates of deposit in excess of FDIC insurance limits

$

394,415

$

245,057

$

149,358

60.9

Certificates of deposit otherwise uninsured with a maturity of:

Three months or less

$

172,632

$

96,268

$

76,364

79.3

Over three through six months

148,859

86,192

62,667

72.7

Over six through twelve months

48,012

59,930

(11,918

)

(19.9

)

Over twelve months

24,912

2,667

22,245

834.1

Total uninsured certificates of deposit

$

394,415

$

245,057

$

149,358

60.9

Total uninsured deposits (1)

$

7,043,654

$

4,619,799

$

2,423,855

52.5

(1) Uninsured deposits include public funds deposits that are collateralized by investment securities totaling $2.4 billion and $1.5 billion at December 31, 2025 and 2024, respectively.

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BORROWINGS

TABLE 23. BORROWINGS

December 31,

(dollars in thousands)

2025

2024

$ Change

% Change

Federal Home Loan Bank Borrowings

$

1,200,000

$

1,000,000

$

200,000

20.0

Other short-term borrowings

110,679

192,073

(81,394

)

(42.4

)

Subordinated debt and junior subordinated debt

308,529

279,308

29,221

10.5

Total

$

1,619,208

$

1,471,381

$

147,827

10.0

Borrowings are a significant source of funding for Wesbanco in addition to deposits. During 2025, FHLB borrowings increased $200.0 million from December 31, 2024, as $1.2 billion in new advances and $500.0 million in advances from the PFC acquisition were partially offset by $1.5 billion in maturities. The average cost in 2025 of maturing and paid-off FHLB borrowings was 4.62%, compared to the average cost of 4.59% for new borrowings in 2025.

Wesbanco is a member of the FHLB system. The FHLB system functions as a borrowing source for regulated financial institutions that are engaged in residential and commercial real estate lending along with securities investing. Wesbanco uses term FHLB borrowings as a general funding source and to more appropriately match interest maturities for certain assets. FHLB borrowings are secured by blanket liens on certain residential and other mortgage loans with a market value in excess of the outstanding borrowing balances. The terms of the security agreement with the FHLB include a specific assignment of collateral that requires the maintenance of qualifying mortgage and other types of loans as pledged collateral with unpaid principal amounts in excess of the FHLB advances, when discounted at certain pre-established percentages of the loans’ unpaid balances. FHLB stock, which is recorded at cost of $58.5 million at December 31, 2025, is also pledged as collateral for these advances. Wesbanco’s remaining maximum borrowing capacity, subject to the collateral requirements noted, with the FHLB at December 31, 2025 and 2024 was estimated to be approximately $6.8 billion and $3.7 billion, respectively. Wesbanco can also use a portion of its maximum borrowing capacity to acquire FHLB letters of credit, which in some jurisdictions can be used to collateralize Wesbanco's public fund deposits.

Other short-term borrowings, which may consist of federal funds purchased, callable repurchase agreements or overnight sweep checking accounts decreased $81.4 million to $110.7 million at December 31, 2025, compared to $192.1 million at December 31, 2024 due to moving certain customer relationships to interest-bearing demand deposits. At December 31, 2025 and 2024, there were no outstanding federal funds purchased.

Subordinated debt and junior subordinated debt increased $29.2 million to $308.5 million at December 31, 2025, primarily as a result of subordinated debentures totaling $49.1 million and junior subordinated debt totaling $31.7 million from the PFC acquisition. Subordinated debentures and junior subordinated debt consist of $162.9 million of junior subordinated debt issued through thirteen capital trusts, which are all wholly owned trust subsidiaries formed for the purpose of issuing trust preferred securities ("Trust Preferred Securities") and lending the proceeds to Wesbanco. Subordinated debentures totaling $145.6 million (net of issuance costs) and issued in March 2022, have a fixed rate of 3.75% for the first five years and a floating rate for the next five years at Three Month SOFR plus a spread of 1.787%. Wesbanco cancelled $3.0 million of these subordinated debentures in 2025. In addition, Wesbanco redeemed the subordinated debentures acquired in the PFC acquisition.

CAPITAL RESOURCES

Shareholders’ equity increased to $4.0 billion at December 31, 2025 from $2.8 billion at December 31, 2024. The increase resulted primarily from $1.0 billion in common stock issued in the PFC acquisition. Additionally, the increase resulted from net income totaling $223.1 million for the year ended December 31, 2025 and an $85.3 million increase in other comprehensive income. This increase in other comprehensive income consisted of an $83.9 million unrealized gain in the securities portfolio coupled with a $1.4 million gain in the defined benefits pension plan and other postretirement benefits for the year ended December 31, 2025. Shareholders' equity was negatively impacted by the declaration of common and preferred shareholder dividends totaling $141.8 million and $15.0 million, respectively for the year ended December 31, 2025.

For 2025, common dividends increased to $1.49 per share, or 2.8% on an annualized basis, compared to $1.45 per share in 2024. The common dividend per share payout ratio increased to 68.2% in 2025 from 64.2% in 2024, which is primarily attributable to a decrease in earnings year-over-year. A board-approved policy generally targets dividends as a percentage of net income in a range of 40% to 75%, subject to capital levels, earnings history and prospects, regulatory concerns, and other factors.

Wesbanco did not purchase any of its common stock on the open market during the year ended December 31, 2025 under current share repurchase authorizations. At December 31, 2025, the remaining shares authorized to be purchased under the last approved repurchase plan totaled 911,118 shares.

Wesbanco is subject to risk-based capital guidelines that measure capital relative to risk-weighted assets and off-balance sheet instruments. Wesbanco and its banking subsidiary Wesbanco Bank maintain Tier 1 risk-based, Total risk-based and Tier 1 leverage

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capital ratios significantly above minimum regulatory levels. The Bank paid $111.0 million in dividends to Wesbanco during 2025, or 44% of the Bank’s net income. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company. As of December 31, 2025, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $331.3 million from the Bank. The Bank’s policy is generally to declare dividends up to 90% of its earnings to the parent annually, subject to change, with Board approval.

Wesbanco currently has $308.5 million in subordinated debt and junior subordinated debt on its Consolidated Balance Sheet, which are accounted for as Tier 2 capital in accordance with current regulatory reporting requirements. Wesbanco issued $230.0 million of Series B Preferred stock in September 2025, considered Tier 1 capital, which is listed on the Nasdaq Global Select Market under the symbol "WSBCO". Wesbanco used $150.0 million of the proceeds to redeem in full the outstanding Series A Preferred stock in December 2025 and another $50.0 million to redeem the outstanding fixed-to-floating subordinated notes acquired in the PFC acquisition.

Please refer to Note 22, “Regulatory Matters,” of the Consolidated Financial Statements for more information on capital amounts, ratios and minimum regulatory requirements. Also refer to “Item 1. Business” within this Annual Report on Form 10-K for more information on the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III Capital Standards.

LIQUIDITY RISK

Liquidity is defined as a financial institution’s capacity to meet its cash and collateral obligations at a reasonable cost. Liquidity risk is the risk that an institution’s financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its obligations. An institution’s obligations, and the funding sources to meet them, depend significantly on its business mix, balance sheet structure, and the cash flows of its on- and off-balance sheet obligations. Institutions confront various internal and external situations that can give rise to increased liquidity risk including funding mismatches, market constraints on funding sources, contingent liquidity events, changes in economic conditions, and exposure to credit, market, operation, legal and reputation risk. Wesbanco actively manages liquidity risk through its ability to provide adequate funds to meet changes in loan demand, unexpected outflows in deposits and other borrowings as well as to take advantage of market opportunities and meet operating cash needs. This is accomplished by maintaining liquid assets in the form of securities, sufficient borrowing capacity and a stable core deposit base. Liquidity is centrally monitored by Wesbanco’s ALCO with direct oversight from the Board of Directors ("BOD").

Wesbanco determines the degree of required liquidity by the relationship of total holdings of liquid assets to potential funding needs to meet unexpected deposit losses and/or loan demands. The ability to quickly convert assets to cash at a minimal loss is a primary function of managing Wesbanco’s investment portfolio. Wesbanco believes its cash flow from the loan portfolio, the investment portfolio, and other sources adequately meet its liquidity requirements. Wesbanco’s net loans-to-assets ratio was 68.6% and deposit balances funded 78.2% of total assets at December 31, 2025.

The following table lists the sources of liquidity from assets at December 31, 2025 expected within the next year:

(in thousands)

Cash and cash equivalents

$

956,109

Securities with a maturity date within the next year and callable securities

684,846

Projected payments and prepayments on mortgage-backed securities and collateralized

   mortgage obligations (1)

474,257

Loans held for sale

87,454

Accruing loans scheduled to mature

2,727,332

Normal loan repayments

2,434,771

Total sources of liquidity expected within the next year

$

7,364,769

(1) Projected prepayments are based on current prepayment speeds.

Deposit cash flows are another principal factor affecting overall Wesbanco liquidity. Deposits totaled $21.7 billion at December 31, 2025. Deposit cash flows are impacted by current interest rates, products and rates offered by Wesbanco versus various forms of competition, as well as customer behavior. Certificates of deposit scheduled to mature within one year totaled $2.7 billion at December 31, 2025, with a weighted average cost of 3.53%, which includes jumbo regular certificates of deposit totaling $1.6 billion with a weighted-average cost of 3.70%, and jumbo CDARS® certificates of deposit of $68.4 million with a weighted-average cost of 3.76%.

Uninsured deposits, as reported for regulatory purposes, totaled $7.0 billion at December 31, 2025, or 33% of total deposits. Uninsured deposits include $2.3 billion of public funds deposits that are over the FDIC-insured limit. Wesbanco secures these public funds deposits by pledging investment securities with a market value at or above the deposit balance. Excluding these public funds, at December 31, 2025, uninsured deposits were $4.7 billion, or 22% of total deposits.

Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $6.8 billion and $3.7 billion at December 31, 2025 and December 31, 2024, respectively. The FHLB requires securities to be specifically

59

pledged to the FHLB and maintained in a FHLB-approved custodial arrangement if the member wishes to include such securities in the maximum borrowing capacity calculation. Wesbanco has elected not to specifically pledge to the FHLB unpledged securities. Wesbanco can also use this line of credit for pledging collateral to cover public funds deposits, as an alternative to pledging securities from the investment portfolio. At December 31, 2025, the Bank had unpledged available-for-sale securities with an estimated fair value of $863.5 million, or 26.6% of the total available-for-sale portfolio. A portion of these securities could be sold for additional liquidity, or such securities could be pledged to secure additional FHLB borrowings. Approximately 61% of the total market value of the investment portfolio is pledged to public deposit customers, as public deposit balances have increased significantly through the several acquisitions made since 2015. As a result of this growth, Wesbanco is monitoring exposure to public funds deposits in relation to pledging requirements and providing insured cash sweep ("ICS") deposits via IntraFi® as a solution for a portion of new and existing public fund depositors. In addition, at December 31, 2025, the Bank had unpledged held-to-maturity securities with an estimated fair value of $625.2 million. Approximately 99%, or $621.3 million of these securities are municipal securities, which can only be pledged in limited circumstances. Generally, these securities cannot be sold without tainting the remainder of the held-to-maturity portfolio. If tainting occurs, all remaining securities with the held-to-maturity designation would be required to be reclassified as available-for-sale, and the held-to-maturity designation would not be available to Wesbanco for a period of time.

Wesbanco participates in the Federal Reserve Bank’s Borrower-in-Custody Program (“BIC”) whereby Wesbanco pledges certain consumer loans as collateral for borrowings. Wesbanco did not have any BIC borrowings outstanding at December 31, 2025. Alternative funding sources may include the utilization of existing overnight lines of credit with third party banks totaling $265.0 million, none of which was outstanding at December 31, 2025, along with seeking other lines of credit, borrowings under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing brokered deposits, or selling securities available-for-sale or certain types of loans.

Other short-term borrowings of $110.7 million at December 31, 2025 consisted of repurchase agreements or overnight sweep checking accounts for large commercial customers. Other short-term borrowings may also include federal funds purchased using the Federal Reserve's discount window or Lines of Credit with third party banks noted above. The overnight sweep checking accounts require U.S. Government securities to be pledged equal to or greater than the average deposit balance in the related customer accounts.

The principal sources of parent company liquidity are dividends from the Bank and $161.4 million in cash on hand. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company. As of December 31, 2025, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $331.3 million from the Bank. Management believes these are appropriate levels of cash for the parent company given the current environment. Management continuously monitors the adequacy of parent company cash levels and sources of liquidity through the use of metrics that relate current cash levels to historical and forecasted cash inflows and outflows.

Wesbanco had outstanding commitments to extend credit in the ordinary course of business approximating $6.3 billion and $4.5 billion at December 31, 2025 and December 31, 2024, respectively. On a historical basis, only a portion of these commitments will result in an outflow of funds. Please refer to Note 19, “Commitments and Contingent Liabilities” of the Consolidated Financial Statements and the “Loans and Credit Risk” section of this MD&A for additional information.

Federal financial regulatory agencies have previously issued guidance to provide for sound practices for managing funding and liquidity risk and strengthening liquidity risk management practices. Wesbanco maintains a comprehensive management process for identifying, measuring, monitoring, and controlling liquidity risk, which is fully integrated into its risk management process. Management believes Wesbanco has sufficient current liquidity to meet current obligations to borrowers, depositors and others and that Wesbanco’s current liquidity risk management policies and procedures, as periodically reviewed and adjusted, adequately address this guidance.

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