Core Points - WesBanco, Inc. will host a conference call on January 23, 2025, to review its financial results for the fourth quarter of 2024, with results expected to be released after market close on January 22, 2025 [1] - The conference call can be accessed via a live webcast on the company's website or by dialing specific numbers for participants [2] - A replay of the conference call will be available starting January 23, 2025, and will last until February 6, 2025, with access codes provided for participants [3] Company Overview - WesBanco, Inc. has over 150 years of experience as a community-focused regional financial services provider, offering a range of banking solutions, trust, brokerage, wealth management, and insurance services [4] - The company is headquartered in Wheeling, West Virginia, and has total assets of $18.5 billion, with $6.1 billion in assets under management in its Trust and Investment Services [4] - Securities account values, including annuities, amount to $1.9 billion through its broker/dealer as of September 30, 2024 [4]

Core Points - WesBanco, Inc. and Premier Financial Corp. have received overwhelming shareholder approval for their merger agreement, with approximately 85% of WesBanco's shareholders and 68% of Premier's shareholders voting in favor [1][2] - The merger is expected to create a regional financial services institution with approximately $27 billion in assets, enhancing economies of scale and profitability metrics [3] - The completion of the merger is anticipated in the first quarter of 2025, pending regulatory approvals and customary closing conditions [2] Company Overview - WesBanco, Inc. has over 150 years of experience as a community-focused financial services partner, with total assets of $18.5 billion as of September 30, 2024, and a strong presence in retail and commercial banking, trust, brokerage, and wealth management [4] - Premier Financial Corp. operates 73 branches and nine loan offices across Ohio, Michigan, Indiana, and Pennsylvania, focusing on community banking and wealth management services [5]

Core Viewpoint - WesBanco, Inc. has announced a quarterly cash dividend increase of 2.8%, marking the 18th increase since 2010, reflecting a commitment to returning value to shareholders [1] Dividend Announcement - The new quarterly cash dividend is set at 37 cents per share, payable on January 2, 2025, to shareholders of record as of December 6, 2024 [1] - The previous dividend was increased by 2.9% to 36 cents per share in July 2024 [1] - The company has a five-year annualized dividend growth rate of 3.19% and a payout ratio of 67% of its earnings [1] Dividend Yield - As of November 21, 2024, WesBanco's closing price was $36.06, resulting in a current dividend yield of 4% [2] Share Repurchase Program - In February 2022, WesBanco announced a share repurchase program for up to 3.2 million shares, in addition to a previous program approved in August 2021 [3] - No shares were repurchased in the first nine months of 2024, with 972,298 shares remaining available under the authorization as of September 30, 2024 [3] Capital Distribution Concerns - As of September 30, 2024, WesBanco had total debt of $1.6 billion and liquid assets of $620.9 million, raising concerns about the sustainability of its capital distribution activities [4] Price Performance - Over the past six months, WesBanco shares have increased by 30.8%, outperforming the industry growth of 30% [5] - The company currently holds a Zacks Rank of 3 (Hold) [5] Industry Comparison - Other banks, such as Popular, Inc. and First National Corporation, have also announced dividend increases, indicating a trend in the banking sector [6][7]

Core Viewpoint - WesBanco, Inc. has announced a 2.8% increase in its quarterly cash dividend, reflecting the company's strong financial performance and commitment to returning value to shareholders [1][2]. Group 1: Dividend Announcement - The quarterly cash dividend has been increased to $0.37 per common share from $0.36 per common share [1]. - This marks the eighteenth increase in the quarterly dividend since 2010, resulting in a cumulative increase of 164% over that period [1]. Group 2: Financial Performance - The new cash dividend represents an annualized cash dividend rate of $1.48 per common share [2]. - Based on the closing stock price of $35.26, the new dividend yields approximately 4.2% [2]. Group 3: Company Overview - WesBanco, Inc. has over 150 years of experience as a community-focused financial services provider [3]. - The company has total assets of $18.5 billion, with $6.1 billion in assets under management in its Trust and Investment Services [3]. - Securities account values, including annuities, amount to $1.9 billion through its broker/dealer as of September 30, 2024 [3].

Core Viewpoint - WesBanco (WSBC) has been upgraded to a Zacks Rank 2 (Buy) due to an upward trend in earnings estimates, which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system is based on changes in a company's earnings picture, which is crucial for near-term stock price movements [2][4]. - An increase in earnings estimates typically leads to higher fair value for a stock, prompting institutional investors to buy or sell, thus affecting stock prices [4]. WesBanco's Earnings Outlook - The Zacks Consensus Estimate for WesBanco indicates expected earnings of $2.12 per share for the fiscal year ending December 2024, reflecting a year-over-year decline of 17.2% [8]. - Despite the decline, analysts have raised their estimates for WesBanco, with a 0.8% increase in the Zacks Consensus Estimate over the past three months [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with a strong historical performance, particularly for Zacks Rank 1 stocks, which have generated an average annual return of +25% since 1988 [7]. - WesBanco's upgrade to Zacks Rank 2 places it in the top 20% of Zacks-covered stocks, indicating a strong potential for market-beating returns in the near term [10].

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Wesbanco's unaudited consolidated financial statements, including balance sheets, income statements, comprehensive income, changes in shareholders' equity, and cash flows for the periods ended September 30, 2024, and December 31, 2023, along with detailed notes on significant accounting policies, mergers, earnings per share, securities, loans, investments, derivatives, benefit plans, fair value measurements, revenue recognition, comprehensive income, commitments, and business segments [Consolidated Balance Sheets](index=2&type=section&id=Consolidated%20Balance%20Sheets) This section presents Wesbanco's financial position, detailing assets, liabilities, and shareholders' equity at specific reporting dates | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :----------------------------------- | :-------------------------------- | :------------------------------- | | **ASSETS** | | | | Total Assets | $18,514,169 | $17,712,374 | | Cash and due from banks | $620,897 | $595,383 | | Total securities | $3,404,093 | $3,405,984 | | Net portfolio loans | $12,310,558 | $11,507,786 | | **LIABILITIES** | | | | Total Liabilities | $15,712,584 | $15,179,312 | | Total deposits | $13,837,343 | $13,168,704 | | Total borrowings | $1,594,892 | $1,734,971 | | **SHAREHOLDERS' EQUITY** | | | | Total Shareholders' Equity | $2,801,585 | $2,533,062 | - Total Assets increased by **$801.795 million (4.5%)** from December 31, 2023, to September 30, 2024. Total Shareholders' Equity increased by **$268.523 million (10.6%)** over the same period[4](index=4&type=chunk) [Consolidated Statements of Income](index=3&type=section&id=Consolidated%20Statements%20of%20Income) This section details Wesbanco's revenues, expenses, and net income for the reported periods, including earnings per share | Metric | Three Months Ended Sep 30, 2024 (in thousands) | Three Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :-------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total interest and dividend income | $213,729 | $183,589 | $612,055 | $520,198 | | Total interest expense | $92,587 | $65,907 | $260,354 | $156,618 | | Net interest income | $121,142 | $117,682 | $351,701 | $363,580 | | Provision for credit losses | $4,798 | $6,327 | $19,352 | $12,932 | | Total non-interest income | $29,612 | $30,879 | $91,596 | $90,372 | | Total non-interest expense | $101,183 | $97,939 | $300,768 | $290,498 | | Net income | $37,272 | $36,842 | $101,881 | $124,064 | | Net income available to common shareholders | $34,741 | $34,311 | $94,287 | $116,470 | | Basic Earnings Per Common Share | $0.54 | $0.58 | $1.54 | $1.96 | | Diluted Earnings Per Common Share | $0.54 | $0.58 | $1.54 | $1.96 | - Net interest income increased by **$3.46 million (2.9%)** in Q3 2024 compared to Q3 2023, but decreased by **$11.879 million (3.3%)** for the nine months ended September 30, 2024, compared to the same period in 2023[5](index=5&type=chunk) - Net income available to common shareholders increased slightly by **$0.43 million (1.25%)** in Q3 2024 YoY, but decreased by **$22.183 million (19.0%)** for the nine months ended September 30, 2024 YoY[5](index=5&type=chunk) [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents Wesbanco's comprehensive income, including net income and other comprehensive income components | Metric | Three Months Ended Sep 30, 2024 (in thousands) | Three Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :---------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net income | $37,272 | $36,842 | $101,881 | $124,064 | | Net change in unrealized gains (losses) on debt securities available-for-sale | $70,448 | ($44,112) | $59,336 | ($47,521) | | Total other comprehensive income | $53,404 | ($33,279) | $44,889 | ($35,490) | | Comprehensive income | $90,676 | $3,563 | $146,770 | $88,574 | - Comprehensive income significantly increased to **$90.676 million** in Q3 2024 from **$3.563 million** in Q3 2023, primarily driven by a positive net change in unrealized gains on available-for-sale debt securities[6](index=6&type=chunk) [Consolidated Statements of Changes in Shareholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) This section outlines changes in Wesbanco's shareholders' equity, including common stock, retained earnings, and comprehensive income | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :----------------------------------- | :-------------------------------- | :------------------------------- | | Total Shareholders' Equity | $2,801,585 | $2,533,062 | | Common Stock Amount | $156,985 | $141,834 | | Capital Surplus | $1,808,272 | $1,635,859 | | Retained Earnings | $1,169,808 | $1,142,586 | | Accumulated Other Comprehensive Income (Loss) | ($181,804) | ($226,693) | - Total Shareholders' Equity increased by **$268.523 million** from December 31, 2023, to September 30, 2024, primarily due to a **$190.967 million** issuance of common stock, net income, and a **$44.889 million** increase in other comprehensive income[8](index=8&type=chunk)[106](index=106&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) This section summarizes Wesbanco's cash inflows and outflows from operating, investing, and financing activities | Metric | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :-------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $143,573 | $121,956 | | Net cash used in investing activities | ($762,867) | ($311,934) | | Net cash provided by financing activities | $644,808 | $276,649 | | Net increase in cash, cash equivalents and restricted cash | $25,514 | $86,671 | | Cash, cash equivalents and restricted cash at end of the period | $620,897 | $495,082 | - Net cash provided by operating activities increased by **$21.617 million (17.7%)** YoY for the nine months ended September 30, 2024. Net cash used in investing activities significantly increased by **$450.933 million (144.5%)** YoY, primarily due to a larger net increase in loans held for investment[9](index=9&type=chunk) - Net cash provided by financing activities increased by **$368.159 million (133.1%)** YoY, driven by an increase in deposits and issuance of common stock, partially offset by repayment of FHLB borrowings[9](index=9&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements [NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=NOTE%201.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines Wesbanco's key accounting principles and recent accounting pronouncements - Wesbanco's interim financial statements are prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions, following significant accounting policies from its 2023 Annual Report on Form 10-K[10](index=10&type=chunk)[11](index=11&type=chunk) - Recent accounting pronouncements (ASU 2024-02, 2024-01, 2023-09, 2023-08, 2023-07, 2023-06, 2023-05, 2023-02, 2023-01, 2022-04, 2022-03) are not expected to have a material impact on the Consolidated Financial Statements, with some already effective as of January 1, 2024[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) [NOTE 2. MERGERS AND ACQUISITIONS](index=11&type=section&id=NOTE%202.%20MERGERS%20AND%20ACQUISITIONS) This note details Wesbanco's pending merger with Premier Financial Corp. and related expenses - Wesbanco announced a definitive Agreement and Plan of Merger with Premier Financial Corp. on July 25, 2024, where Premier shareholders will receive **0.80 shares of Wesbanco common stock** per Premier share, anticipated to be a tax-free exchange[17](index=17&type=chunk) - The merger is subject to regulatory and shareholder approvals, with special shareholder meetings scheduled for December 11, 2024, and is expected to close in Q1 2025[17](index=17&type=chunk) - Wesbanco recorded **$2.0 million** in merger-related expenses for the nine months ended September 30, 2024, related to the Premier acquisition[17](index=17&type=chunk) [NOTE 3. EARNINGS PER COMMON SHARE](index=11&type=section&id=NOTE%203.%20EARNINGS%20PER%20COMMON%20SHARE) This note provides details on basic and diluted earnings per common share calculations | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income available to common shareholders | $34,741 | $34,311 | $94,287 | $116,470 | | Basic Earnings Per Common Share | $0.54 | $0.58 | $1.54 | $1.96 | | Diluted Earnings Per Common Share | $0.54 | $0.58 | $1.54 | $1.96 | | Total average basic common shares outstanding | 64,488,962 | 59,358,653 | 61,143,452 | 59,280,644 | | Total diluted average common shares outstanding | 64,634,208 | 59,443,366 | 61,272,602 | 59,386,429 | - Wesbanco issued **7,272,728 shares** of common stock on August 1, 2024, through a **$200 million** equity capital raise to support the pro-forma bank's balance sheet and regulatory capital ratios, which are included in average shares outstanding from that date[17](index=17&type=chunk) [NOTE 4. SECURITIES](index=12&type=section&id=NOTE%204.%20SECURITIES) This note details Wesbanco's investment securities, including available-for-sale and held-to-maturity debt securities | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------ | :-------------------------------- | :------------------------------- | | Total available-for-sale debt securities (Fair Value) | $2,228,527 | $2,194,329 | | Total held-to-maturity debt securities (Amortized Cost) | $1,162,359 | $1,199,527 | | Total debt securities (Fair Value) | $3,281,308 | $3,263,488 | | Net unrealized losses on AFS securities (net of tax) | ($188,100) | ($233,200) | | Metric | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net securities gains (losses) | $1,347 | $13 | - Securities with an aggregate carrying value of **$2.2 billion** at September 30, 2024, were pledged as security for public and trust funds, and securities sold under repurchase agreements[22](index=22&type=chunk) - The allowance for credit losses on held-to-maturity debt securities decreased from **$192 thousand** at December 31, 2023, to **$148 thousand** at September 30, 2024, with a current period provision of **($44) thousand**[23](index=23&type=chunk) [NOTE 5. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES](index=14&type=section&id=NOTE%205.%20LOANS%20AND%20THE%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) This note details Wesbanco's loan portfolio, credit quality, and allowance for credit losses | Loan Category | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :---------------------------- | :-------------------------------- | :------------------------------- | | Total portfolio loans | $12,451,430 | $11,638,461 | | Commercial real estate | $7,206,271 | $6,565,448 | | Commercial and industrial | $1,717,369 | $1,670,659 | | Residential real estate | $2,519,089 | $2,438,574 | | Home equity | $796,594 | $734,219 | | Consumer | $212,107 | $229,561 | | Loans held for sale | $22,127 | $16,354 | - Total portfolio loans increased by **$812.969 million (7.0%)** from December 31, 2023, to September 30, 2024, driven by growth in commercial real estate and home equity loans[27](index=27&type=chunk) | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | | Allowance for credit losses - loans | $140,872 | $130,675 | | Allowance for credit losses - loan commitments | $8,225 | $8,604 | | Total allowance for credit losses - loans and loan commitments | $149,097 | $139,279 | - The allowance for credit losses on loans increased by **$10.197 million (7.8%)** from December 31, 2023, to September 30, 2024, primarily due to continued loan growth, adjustments in regional macroeconomic factors, loan concentrations, a specific reserve on one C&I credit, and an increase in net charge-offs[28](index=28&type=chunk)[29](index=29&type=chunk)[102](index=102&type=chunk) | Loan Category | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------ | :-------------------------------- | :------------------------------- | | Total Commercial Loans (by risk grade) | $8,923,640 | $8,236,107 | | Pass | $8,629,915 | $7,977,436 | | Criticized - compromised | $200,540 | $183,174 | | Classified - substandard | $93,185 | $75,497 | | Classified - doubtful | $0 | $0 | | Loan Category | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------ | :-------------------------------- | :------------------------------- | | Total loans (Age Analysis) | $12,473,557 | $11,654,815 | | Current | $12,398,203 | $11,604,632 | | 30-59 Days Past Due | $19,196 | $15,152 | | 60-89 Days Past Due | $17,472 | $9,729 | | 90 Days Past Due or More | $38,686 | $25,302 | | Non-accrual loans | $30,421 | $26,808 | - Non-performing loans increased by **$3.613 million (13.5%)** from December 31, 2023, to September 30, 2024, reaching **$30.421 million**[37](index=37&type=chunk)[100](index=100&type=chunk) | Modification Type | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------ | :--------------------------------------------- | :-------------------------------------------- | | Term Extension | $1,870 | $26,629 | | Payment Delay | $22,125 | $23,390 | | Total Modified Loans | $23,995 | $50,019 | - Total modified loans for borrowers experiencing financial difficulty increased significantly to **$23.995 million** in Q3 2024 from **$966 thousand** in Q3 2023, and to **$50.019 million** for the nine months ended September 30, 2024, from **$18.457 million** in the prior year period[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) [NOTE 6. INVESTMENTS IN LIMITED PARTNERSHIPS](index=25&type=section&id=NOTE%206.%20INVESTMENTS%20IN%20LIMITED%20PARTNERSHIPS) This note describes Wesbanco's investments in tax-advantaged limited partnerships and associated commitments - Wesbanco had **$34.4 million** invested in tax-advantaged limited partnerships (VIEs) at September 30, 2024, up from **$31.9 million** at December 31, 2023, with unconditional unfunded equity commitments of **$15.2 million**[52](index=52&type=chunk) - Amortization of these investments, classified as a component of income tax expense, was **$1.2 million** for Q3 2024 and **$3.5 million** for the nine months ended September 30, 2024[52](index=52&type=chunk) | Year | Amount (in thousands) | | :--- | :-------------------- | | 2024 | $3,673 | | 2025 | $5,085 | | 2026 | $3,148 | | 2027 | $950 | | 2028 | $588 | | 2029 and thereafter | $1,726 | | Total | $15,170 | [NOTE 7. DERIVATIVES AND HEDGING ACTIVITIES](index=26&type=section&id=NOTE%207.%20DERIVATIVES%20AND%20HEDGING%20ACTIVITIES) This note details Wesbanco's use of interest rate derivatives and their impact on financial results - Wesbanco uses interest rate swaps and caps with commercial customers, economically hedged by offsetting third-party derivatives, to minimize net risk exposure. These do not meet hedge accounting requirements, so fair value changes are recognized in earnings[55](index=55&type=chunk)[57](index=57&type=chunk) | Derivative Type | September 30, 2024 (Notional/Contractual Amount in thousands) | December 31, 2023 (Notional/Contractual Amount in thousands) | | :------------------------------ | :------------------------------------------------------------ | :----------------------------------------------------------- | | Interest rate swaps and caps | $1,873,665 | $1,573,152 | | Interest rate lock commitments | $33,968 | $16,524 | | Forward TBA contracts | $41,500 | $27,000 | | Metric | Three Months Ended Sep 30, 2024 (in thousands) | Three Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :----------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net swap fee and valuation (loss) income | ($1,702) | $1,352 | ($895) | $489 | | Mortgage banking income (from derivatives) | ($629) | $516 | ($650) | $836 | | Total (Loss) Gain | ($2,331) | $1,868 | ($1,545) | $1,325 | [NOTE 8. BENEFIT PLANS](index=28&type=section&id=NOTE%208.%20BENEFIT%20PLANS) This note provides information on Wesbanco's defined benefit pension plan and related expenses | Metric | Three Months Ended Sep 30, 2024 (in thousands) | Three Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net periodic pension income | ($661) | ($647) | ($1,968) | ($1,918) | | Service cost | $334 | $357 | $994 | $1,061 | | Expected return on plan assets | ($2,627) | ($2,811) | ($7,825) | ($8,342) | - Wesbanco's Defined Benefit Pension Plan covers employees hired on or before August 1, 2007. Net periodic pension income was **($1.968 million)** for the nine months ended September 30, 2024[61](index=61&type=chunk) - A minimum required contribution of **$2.6 million** is due in 2024, which can be offset by the Plan's **$64.2 million** available credit balance; Wesbanco does not expect to make a voluntary contribution in 2024[61](index=61&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENT](index=28&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENT) This note describes Wesbanco's fair value measurements for financial assets and liabilities - Wesbanco measures financial assets and liabilities at fair value on a recurring basis, primarily using quoted market prices (Level 1) or matrix pricing (Level 2) for investment securities and discounted cash flow analysis for derivatives[62](index=62&type=chunk) | Asset/Liability Category | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | | Total assets recurring fair value measurements | $2,330,919 | $2,295,186 | | Total liabilities recurring fair value measurements | $68,708 | $73,083 | | Total nonrecurring fair value measurements | $22,165 | $19,770 | | Collateral dependent loans (nonrecurring) | $21,259 | $18,273 | | Other real estate owned and repossessed assets (nonrecurring) | $906 | $1,497 | | Financial Instrument | September 30, 2024 Carrying Amount (in thousands) | September 30, 2024 Fair Value Estimate (in thousands) | | :------------------------------------ | :------------------------------------------------ | :---------------------------------------------------- | | Cash and due from banks | $620,897 | $620,897 | | Equity securities | $13,355 | $13,355 | | Available-for-sale debt securities | $2,228,527 | $2,228,527 | | Net held-to-maturity debt securities | $1,162,211 | $1,052,781 | | Net loans | $12,310,558 | $12,018,968 | | Deposits | $13,837,343 | $13,827,070 | | Federal Home Loan Bank borrowings | $1,175,000 | $1,176,840 | | Subordinated debt and junior subordinated debt | $279,251 | $232,112 | [NOTE 10. REVENUE RECOGNITION](index=32&type=section&id=NOTE%2010.%20REVENUE%20RECOGNITION) This note outlines Wesbanco's revenue recognition policies for various income streams - Wesbanco's revenue streams in scope of ASC 606, such as trust fees, service charges on deposits, and digital banking income, have no significant judgments related to the amount and timing of revenue recognition[70](index=70&type=chunk) | Revenue Stream | Point of Revenue Recognition | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :------------------------------------------ | :--------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Trust fees | Over time | $22,902 | $21,116 | | Service charges on deposits | At a point in time and over time | $21,841 | $19,128 | | Digital banking income | At a point in time | $14,828 | $14,564 | | Net swap fee and valuation (loss) income | At a point in time | $2,712 | $7,257 | | Mortgage banking income | At a point in time | $3,042 | $2,002 | [NOTE 11. COMPREHENSIVE INCOME/(LOSS)](index=33&type=section&id=NOTE%2011.%20COMPREHENSIVE%20INCOME%2F%28LOSS%29) This note details the components of Wesbanco's accumulated other comprehensive income or loss | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :---------------------------------------------------- | :-------------------------------- | :------------------------------- | | Balance of Accumulated Other Comprehensive Income/(Loss) | ($181,804) | ($226,693) | | Period change in AOCI | $44,889 | N/A | | Unrealized Gains (Losses) on Debt Securities Available-for-Sale | ($188,112) | ($233,208) | | Defined Benefit Plans | $6,308 | $6,515 | - Accumulated other comprehensive income/(loss) improved from **($226.693 million)** at December 31, 2023, to **($181.804 million)** at September 30, 2024, primarily due to a **$45.096 million** positive period change in unrealized gains (losses) on available-for-sale debt securities[74](index=74&type=chunk) [NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES](index=34&type=section&id=NOTE%2012.%20COMMITMENTS%20AND%20CONTINGENT%20LIABILITIES) This note discloses Wesbanco's off-balance sheet credit arrangements and potential legal liabilities - Wesbanco offers off-balance sheet credit arrangements, including lines of credit, approved loans not yet closed, overdraft limits, letters of credit, and other guarantees, totaling **$4.9 billion** at September 30, 2024[76](index=76&type=chunk)[77](index=77&type=chunk) | Commitment Type | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------------- | :-------------------------------- | :------------------------------- | | Lines of credit | $4,166,960 | $4,016,658 | | Loans approved but not closed | $289,531 | $275,954 | | Overdraft limits | $396,953 | $391,598 | | Letters of credit | $45,624 | $38,929 | | Contingent obligations and other guarantees | $22,577 | $15,037 | - The allowance for credit losses associated with commitments was **$8.2 million** at September 30, 2024, slightly down from **$8.6 million** at December 31, 2023[76](index=76&type=chunk) - Management does not believe that a material loss related to pending or threatened legal proceedings or claims is reasonably possible[76](index=76&type=chunk) [NOTE 13. BUSINESS SEGMENTS](index=35&type=section&id=NOTE%2013.%20BUSINESS%20SEGMENTS) This note provides financial information for Wesbanco's community banking and trust and investment services segments - Wesbanco operates two reportable segments: community banking and trust and investment services[76](index=76&type=chunk) - The community banking segment offers traditional commercial banking services, including loans, deposits, insurance, and securities brokerage[76](index=76&type=chunk) - The trust and investment services segment provides trust services and alternative investment products, managing approximately **$6.1 billion** in assets at September 30, 2024, up from **$5.0 billion** at September 30, 2023[76](index=76&type=chunk) | Segment | Nine Months Ended Sep 30, 2024 Net Income (in thousands) | Nine Months Ended Sep 30, 2023 Net Income (in thousands) | | :-------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Community Banking | $95,879 | $118,641 | | Trust and Investment Services | $6,002 | $5,423 | | Consolidated Net Income | $101,881 | $124,064 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=36&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides an overview of Wesbanco's financial performance and condition for the three and nine months ended September 30, 2024, highlighting key changes in earnings, net interest income, non-interest income and expense, financial condition, and capital resources. It also includes forward-looking statements and details on the pending acquisition of Premier Financial Corp [FORWARD-LOOKING STATEMENTS](index=37&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section provides cautionary statements regarding forward-looking information and associated risks - Forward-looking statements in the report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995[80](index=80&type=chunk) - Investors are cautioned that these statements involve risks and uncertainties, including those detailed in Wesbanco's Form 10-K and 10-Q filings, and factors such as economic conditions, interest rate changes, credit losses, regulatory actions, and competitive conditions[80](index=80&type=chunk) [OVERVIEW](index=37&type=section&id=OVERVIEW) This section provides a general description of Wesbanco's business operations and influencing economic factors - Wesbanco is a multi-state bank holding company operating through **192 branches** and **186 ATMs**, offering retail banking, corporate banking, trust services, brokerage, mortgage banking, and insurance[81](index=81&type=chunk) - Its businesses are significantly impacted by economic factors like market interest rates, federal monetary and regulatory policies, local/regional economic conditions, and competition affecting business volumes, deposit levels, and loan levels[81](index=81&type=chunk) [PENDING ACQUISITION](index=37&type=section&id=PENDING%20ACQUISITION) This section confirms Wesbanco's definitive merger agreement with Premier Financial Corp - Wesbanco entered into a definitive Agreement and Plan of Merger with Premier Financial Corp. on July 25, 2024, for the merger of Premier Financial into Wesbanco and Premier Bank into Wesbanco Bank[82](index=82&type=chunk) [APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=37&type=section&id=APPLICATION%20OF%20CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section states that Wesbanco's critical accounting policies remain consistent with prior disclosures - Wesbanco's critical accounting policies and estimates as of September 30, 2024, remain unchanged from those disclosed in its 2023 Annual Report on Form 10-K[82](index=82&type=chunk) [RESULTS OF OPERATIONS](index=38&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes Wesbanco's financial performance, including net income, interest income, and expenses [EARNINGS SUMMARY](index=38&type=section&id=EARNINGS%20SUMMARY) This section provides a summary of Wesbanco's GAAP and non-GAAP earnings performance | Metric | Q3 2024 (in thousands) | Q3 2023 (in thousands) | 9M 2024 (in thousands) | 9M 2023 (in thousands) | | :------------------------------------------ | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Net income available to common shareholders (GAAP) | $34,741 | $34,311 | $94,287 | $116,470 | | Diluted Earnings Per Share (GAAP) | $0.54 | $0.58 | $1.54 | $1.96 | | Net income available to common shareholders (Non-GAAP, excl. merger-related) | $36,303 | $34,817 | $98,833 | $119,496 | | Diluted Earnings Per Share (Non-GAAP, excl. merger-related) | $0.56 | $0.59 | $1.61 | $2.01 | - Net income available to common shareholders (GAAP) increased by **$0.43 million (1.25%)** in Q3 2024 YoY, but decreased by **$22.183 million (19.0%)** for the nine months ended September 30, 2024 YoY[83](index=83&type=chunk)[84](index=84&type=chunk) [NET INTEREST INCOME](index=39&type=section&id=NET%20INTEREST%20INCOME) This section analyzes Wesbanco's net interest income and margin, highlighting factors affecting profitability | Metric | Q3 2024 | Q3 2023 | 9M 2024 | 9M 2023 | | :------------------------------------ | :------ | :------ | :------ | :------ | | Net interest income (in thousands) | $121,142 | $117,682 | $351,701 | $363,580 | | Net interest margin | 2.92% | 3.00% | 2.91% | 3.16% | | Total earning assets (average, in thousands) | $16,463,042 | $15,552,218 | $16,143,845 | $15,409,649 | | Total interest bearing liabilities (average, in thousands) | $11,481,502 | $10,367,877 | $11,200,531 | $10,079,839 | | Cost of interest bearing liabilities | 3.21% | 2.52% | 3.10% | 2.08% | - Net interest income increased by **$3.46 million (2.9%)** in Q3 2024 YoY, driven by a **9.6%** increase in average portfolio loans, but decreased by **$11.879 million (3.3%)** for the nine months ended September 30, 2024 YoY due to higher funding costs[86](index=86&type=chunk) - The net interest margin decreased to **2.92%** in Q3 2024 from **3.00%** in Q3 2023, and to **2.91%** for 9M 2024 from **3.16%** for 9M 2023, primarily due to increased deposit and borrowing costs[86](index=86&type=chunk) - Average non-interest bearing demand deposit balances decreased by **$408.3 million (9.7%)** from Q3 2023 to Q3 2024, reflecting customers' preferences for higher-yielding accounts[86](index=86&type=chunk) [PROVISION FOR CREDIT LOSSES – LOANS AND LOAN COMMITMENTS](index=41&type=section&id=PROVISION%20FOR%20CREDIT%20LOSSES%20%E2%80%93%20LOANS%20AND%20LOAN%20COMMITMENTS) This section discusses the provision for credit losses and key credit quality metrics for loans and commitments | Metric | Q3 2024 (in thousands) | Q3 2023 (in thousands) | 9M 2024 (in thousands) | 9M 2023 (in thousands) | | :------------------------------------------ | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Provision for credit losses – loans and loan commitments | $4,798 | $6,327 | $19,352 | $12,932 | | Annualized net loan charge-offs (% of average portfolio loans) | 0.05% | 0.01% | 0.11% | 0.03% | - The provision for credit losses decreased to **$4.8 million** in Q3 2024 from **$6.3 million** in Q3 2023, driven by continued loan growth, adjustments in regional macroeconomic factors, loan concentrations, and an increase in net charge-offs, partially offset by a reduction in individually evaluated loan reserves[89](index=89&type=chunk) - Non-performing loans were **0.24%** of total portfolio loans at September 30, 2024, down from **0.26%** at September 30, 2023. Criticized and classified loans increased to **2.36%** from **2.22%** over the same period[89](index=89&type=chunk) [NON-INTEREST INCOME](index=41&type=section&id=NON-INTEREST%20INCOME) This section analyzes Wesbanco's non-interest income streams, including trust fees, service charges, and mortgage banking | Non-Interest Income Category | Q3 2024 (in thousands) | Q3 2023 (in thousands) | % Change (QoQ) | 9M 2024 (in thousands) | 9M 2023 (in thousands) | % Change (YoY) | | :------------------------------------------ | :--------------------- | :--------------------- | :------------- | :--------------------- | :--------------------- | :------------- | | Total non-interest income | $29,612 | $30,879 | (4.1%) | $91,596 | $90,372 | 1.4% | | Trust fees | $7,517 | $6,705 | 12.1% | $22,902 | $21,116 | 8.5% | | Service charges on deposits | $7,945 | $6,726 | 18.1% | $21,841 | $19,128 | 14.2% | | Net swap fee and valuation (loss) income | ($627) | $3,845 | (116.3%) | $2,712 | $7,257 | (62.6%) | | Net securities gains (losses) | $675 | ($337) | 300.3% | $1,347 | $13 | NM | | Mortgage banking income | $1,280 | $975 | 31.3% | $3,042 | $2,002 | 51.9% | - Total non-interest income decreased by **$1.3 million (4.1%)** in Q3 2024 YoY, primarily due to a **$4.5 million** decrease in net swap fee and valuation income, partially offset by increases in service charges on deposits, net securities gains, trust fees, and mortgage banking income[90](index=90&type=chunk) - Trust fees increased by **$0.8 million (12.1%)** in Q3 2024 YoY, reflecting higher assets under management (**$6.1 billion** at Sep 30, 2024 vs. **$5.0 billion** at Sep 30, 2023) from organic growth and market value appreciation[90](index=90&type=chunk) [NON-INTEREST EXPENSE](index=43&type=section&id=NON-INTEREST%20EXPENSE) This section details Wesbanco's non-interest expenses, including merger-related costs, equipment, and personnel expenses | Non-Interest Expense Category | Q3 2024 (in thousands) | Q3 2023 (in thousands) | % Change (QoQ) | 9M 2024 (in thousands) | 9M 2023 (in thousands) | % Change (YoY) | | :------------------------------------------ | :--------------------- | :--------------------- | :------------- | :--------------------- | :--------------------- | :------------- | | Total non-interest expense | $101,183 | $97,939 | 3.3% | $300,768 | $290,498 | 3.5% | | Restructuring and merger-related expenses | $1,977 | $641 | 208.4% | $5,755 | $3,830 | 50.3% | | Equipment and software | $10,157 | $9,132 | 11.2% | $30,622 | $27,018 | 13.3% | | Professional fees | $4,686 | $4,072 | 15.1% | $14,281 | $11,348 | 25.8% | | Salaries and wages | $44,890 | $45,351 | (1.0%) | $131,879 | $131,774 | 0.1% | | Employee benefits | $11,522 | $11,922 | (3.4%) | $34,284 | $35,492 | (3.4%) | - Total non-interest expense increased by **$3.2 million (3.3%)** in Q3 2024 YoY, primarily due to a **$1.3 million** increase in restructuring and merger-related expenses, a **$1.0 million** increase in supplies, postage, and other operating expense, and a **$1.0 million** increase in equipment and software expense[91](index=91&type=chunk) - Salaries and wages decreased by **$0.5 million (1.0%)** in Q3 2024 YoY due to lower staffing levels from efficiency improvements, while employee benefits decreased by **$0.4 million (3.4%)** due to lower staffing and health insurance costs[91](index=91&type=chunk) [INCOME TAXES](index=44&type=section&id=INCOME%20TAXES) This section provides an analysis of Wesbanco's income tax provision and effective tax rates | Metric | Q3 2024 (in thousands) | Q3 2023 (in thousands) | 9M 2024 (in thousands) | 9M 2023 (in thousands) | | :-------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Provision for income taxes | $7,501 | $7,453 | $21,296 | $26,458 | | Effective tax rate | 16.8% | 17.4% | 17.3% | 17.6% | - The provision for income taxes was flat in Q3 2024 YoY at **$7.5 million**, with a slight decrease in the effective tax rate from **17.4%** to **16.8%**[92](index=92&type=chunk) - For the nine months ended September 30, 2024, the provision for income taxes decreased by **$5.2 million** YoY to **$21.3 million**, due to a **$27.3 million** decrease in pre-tax income, resulting in a slightly lower effective tax rate of **17.3%** (vs. **17.6%** in 9M 2023)[92](index=92&type=chunk) [FINANCIAL CONDITION](index=44&type=section&id=FINANCIAL%20CONDITION) This section reviews Wesbanco's financial position, including assets, liabilities, equity, and capital resources [OVERVIEW](index=44&type=section&id=OVERVIEW) This section provides a high-level summary of Wesbanco's balance sheet changes and key financial metrics - Total assets increased by **4.5%** to **$18.514 billion**, and shareholders' equity increased by **10.6%** to **$2.802 billion** at September 30, 2024, compared to December 31, 2023[4](index=4&type=chunk)[93](index=93&type=chunk) - Total portfolio loans grew by **$0.8 billion (7.0%)** to **$12.5 billion**, driven by strong commercial and residential lending. Deposits increased by **$0.7 billion (5.1%)** to **$13.8 billion** due to deposit gathering and retention efforts[4](index=4&type=chunk)[93](index=93&type=chunk) - FHLB borrowings decreased by **$175.0 million (13.0%)** as proceeds from a **$200 million** common equity raise were used to pay down borrowings[93](index=93&type=chunk) [SECURITIES](index=44&type=section&id=SECURITIES) This section details Wesbanco's investment securities portfolio, including changes in fair value and yields | Security Type | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | Change ($) | Change (%) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | :--------- | :--------- | | Total securities | $3,404,241 | $3,406,176 | ($1,935) | (0.1%) | | Equity securities (at fair value) | $13,355 | $12,320 | $1,035 | 8.4% | | Total available-for-sale debt securities (at fair value) | $2,228,527 | $2,194,329 | $34,198 | 1.6% | | Total held-to-maturity debt securities (at amortized cost) | $1,162,359 | $1,199,527 | ($37,168) | (3.1%) | - Total securities decreased marginally by **$1.9 million (0.1%)** from December 31, 2023, to September 30, 2024, as investment runoff was reinvested in new securities[93](index=93&type=chunk)[94](index=94&type=chunk) - The weighted average yield for total securities increased to **2.64%** at September 30, 2024, from **2.52%** at December 31, 2023, while the weighted average life decreased to **6.7 years** from **7.4 years**[94](index=94&type=chunk) [LOANS AND CREDIT RISK](index=46&type=section&id=LOANS%20AND%20CREDIT%20RISK) This section provides a detailed analysis of Wesbanco's loan portfolio composition and credit risk management | Loan Category | September 30, 2024 (in thousands) | % of Loans | December 31, 2023 (in thousands) | % of Loans | | :---------------------------- | :-------------------------------- | :--------- | :------------------------------- | :--------- | | Total portfolio loans | $12,451,430 | 99.8% | $11,638,461 | 99.9% | | Commercial real estate | $7,206,271 | 57.7% | $6,565,448 | 56.4% | | Commercial and industrial | $1,717,369 | 13.8% | $1,670,659 | 14.3% | | Residential real estate | $2,519,089 | 20.2% | $2,438,574 | 20.9% | | Home equity | $796,594 | 6.4% | $734,219 | 6.3% | | Consumer | $212,107 | 1.7% | $229,561 | 2.0% | | Loans held for sale | $22,127 | 0.2% | $16,354 | 0.1% | - Total portfolio loans increased by **$0.8 billion (7.0%)** from December 31, 2023, driven by **36.8%** growth in land and construction loans and increases in home equity, improved property, commercial and industrial, and residential real estate loans[96](index=96&type=chunk) - Total loan commitments, including approved but not closed loans, increased by **$0.2 billion (3.7%)** to **$4.9 billion**, primarily due to increased lines of credit[96](index=96&type=chunk) - The commercial portfolio is monitored for credit risk concentrations, with improved property CRE being **25%** owner-occupied and **75%** investor-owned. Investor-owned office buildings represent **3.7%** of the total loan portfolio[96](index=96&type=chunk) [NON-PERFORMING ASSETS AND LOANS PAST DUE 90 DAYS OR MORE](index=48&type=section&id=NON-PERFORMING%20ASSETS%20AND%20LOANS%20PAST%20DUE%2090%20DAYS%20OR%20MORE) This section reports on Wesbanco's non-performing assets and loans past due, indicating asset quality trends | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | | Total non-performing assets | $31,327 | $28,305 | | Total non-performing loans | $30,421 | $26,808 | | Other real estate owned and repossessed assets | $906 | $1,497 | | Non-performing loans/total portfolio loans | 0.24% | 0.23% | | Non-performing assets/total assets | 0.17% | 0.16% | - Total non-performing assets increased by **$3.022 million (10.7%)** from December 31, 2023, to September 30, 2024, primarily due to a **$3.6 million** increase in non-performing loans[100](index=100&type=chunk) | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | | Total loans past due 90 days or more | $20,427 | $9,638 | | Total loans past due 30 to 89 days | $33,762 | $22,875 | | Total loans 30 days or more past due | $54,189 | $32,513 | | Loans past due 90 days or more and accruing to total portfolio loans | 0.16% | 0.08% | | Loans past due 30-89 days and accruing to total portfolio loans | 0.27% | 0.20% | [ALLOWANCE FOR CREDIT LOSSES - LOANS AND LOAN COMMITMENTS](index=49&type=section&id=ALLOWANCE%20FOR%20CREDIT%20LOSSES%20-%20LOANS%20AND%20LOAN%20COMMITMENTS) This section details the allowance for credit losses on loans and commitments, reflecting credit risk coverage | Metric | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | | Total allowance for credit losses – loans and commitments | $149,097 | $139,279 | | Allowance for credit losses – loans | $140,872 | $130,675 | | Allowance for credit losses – loan commitments | $8,225 | $8,604 | | Allowance for credit losses – loans as % of total portfolio loans | 1.13% | 1.12% | | Criticized and classified loans as % of total portfolio loans | 2.36% | 2.22% | - The total allowance for credit losses increased by **$9.818 million (7.0%)** from December 31, 2023, to September 30, 2024, primarily due to continued loan growth and adjustments in regional macroeconomic factors[102](index=102&type=chunk) - The allowance for credit losses – loans individually-evaluated increased by **$2.2 million**, and collectively-evaluated loans increased by **$8.0 million**[102](index=102&type=chunk) [DEPOSITS](index=50&type=section&id=DEPOSITS) This section analyzes Wesbanco's deposit composition and changes, including non-interest and interest-bearing accounts | Deposit Type | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | Change ($) | Change (%) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | :--------- | :--------- | | Total deposits | $13,837,343 | $13,168,704 | $668,639 | 5.1% | | Non-interest bearing demand | $3,777,781 | $3,962,592 | ($184,811) | (4.7%) | | Interest bearing demand | $3,667,082 | $3,463,443 | $203,639 | 5.9% | | Money market | $2,347,444 | $2,017,713 | $329,731 | 16.3% | | Certificates of deposit | $1,663,494 | $1,231,702 | $431,792 | 35.1% | - Total deposits increased by **$668.6 million (5.1%)** during the first nine months of 2024, driven by growth in money market and interest-bearing demand deposits, partially offset by a decrease in non-interest bearing demand and savings deposits[104](index=104&type=chunk) - Certificates of deposit increased significantly by **35.1%** to **$1.663 billion**, with approximately **$1.5 billion** scheduled to mature within the next 12 months at a weighted average cost of **4.17%**[104](index=104&type=chunk) [BORROWINGS](index=50&type=section&id=BORROWINGS) This section details Wesbanco's borrowing activities, including Federal Home Loan Bank advances and other short-term debt | Borrowing Type | September 30, 2024 (in thousands) | December 31, 2023 (in thousands) | Change ($) | Change (%) | | :------------------------------------------ | :-------------------------------- | :------------------------------- | :--------- | :--------- | | Total borrowings | $1,594,892 | $1,734,971 | ($140,079) | (8.1%) | | Federal Home Loan Bank Borrowings | $1,175,000 | $1,350,000 | ($175,000) | (13.0%) | | Other short-term borrowings | $140,641 | $105,893 | $34,748 | 32.8% | | Subordinated debt and junior subordinated debt | $279,251 | $279,078 | $173 | 0.1% | - Total borrowings decreased by **$140.1 million (8.1%)** from December 31, 2023, to September 30, 2024[105](index=105&type=chunk) - FHLB borrowings decreased by **$175.0 million (13.0%)**, as proceeds from a **$200 million** capital raise were used to pay down FHLB advances[105](index=105&type=chunk) [CAPITAL RESOURCES](index=51&type=section&id=CAPITAL%20RESOURCES) This section reviews Wesbanco's capital structure, regulatory capital ratios, and changes in shareholders' equity - Shareholders' equity increased by **$268.5 million (10.6%)** to **$2.8 billion** at September 30, 2024, primarily due to a **$191.0 million** private placement of common shares, net income, and a **$44.9 million** other comprehensive gain[106](index=106&type=chunk) - Wesbanco's regulatory capital levels for both the Bank and the holding company were substantially greater than the minimum amounts needed to be considered 'well capitalized' at September 30, 2024[106](index=106&type=chunk) | Capital Ratio | Wesbanco, Inc. Sep 30, 2024 | Wesbanco, Inc. Dec 31, 2023 | Wesbanco Bank, Inc. Sep 30, 2024 | Wesbanco Bank, Inc. Dec 31, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :------------------------------- | :------------------------------- | | Tier 1 leverage | 10.69% | 9.87% | 9.90% | 9.93% | | Common equity Tier 1 | 11.89% | 10.99% | 11.94% | 12.13% | | Tier 1 capital to risk-weighted assets | 12.89% | 12.05% | 11.94% | 12.13% | | Total capital to risk-weighted assets | 15.74% | 14.91% | 12.89% | 12.97% | [LIQUIDITY RISK](index=52&type=section&id=LIQUIDITY%20RISK) This section describes Wesbanco's liquidity management strategies, available resources, and uninsured deposit levels - Wesbanco actively manages liquidity risk by maintaining liquid assets, sufficient borrowing capacity, and a stable core deposit base, with oversight from its Asset/Liability Committee (ALCO) and Board of Directors (BOD)[108](index=108&type=chunk) | Source of Liquidity (Expected within next year) | Amount (in thousands) | | :------------------------------------------------------------ | :-------------------- | | Cash and cash equivalents | $620,897 | | Securities with a maturity date within the next year and callable securities | $453,470 | | Projected payments and prepayments on mortgage-backed securities and collateralized mortgage obligations | $291,736 | | Loans held for sale | $22,127 | | Accruing loans scheduled to mature | $1,469,912 | | Normal loan repayments | $1,581,409 | | Total sources of liquidity expected within the next year | $4,439,551 | - Uninsured deposits totaled **$4.6 billion (33% of total deposits)** at September 30, 2024, including **$1.6 billion** of public funds deposits secured by pledged investment securities[108](index=108&type=chunk) - Wesbanco maintains available credit with the FHLB of approximately **$3.6 billion** and has unpledged available-for-sale securities of **$261.9 million** and held-to-maturity securities of **$762.6 million** for additional liquidity[108](index=108&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=52&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details Wesbanco's management of market risk, primarily interest rate risk, through its Asset/Liability Committee (ALCO). It outlines the use of earnings sensitivity simulation (NII) and economic value of equity (EVE) models to project the impact of interest rate changes on net interest income and tangible equity, respectively, within established policy limits [MARKET RISK](index=53&type=section&id=MARKET%20RISK) This section details Wesbanco's management of interest rate risk using NII and EVE sensitivity models - Wesbanco's primary market risk is interest rate risk, managed by its ALCO to maximize net interest income within policy parameters[111](index=111&type=chunk) | Immediate Change in Interest Rates (basis points) | September 30, 2024 Net Interest Income Sensitivity | December 31, 2023 Net Interest Income Sensitivity | ALCO Guidelines | | :------------------------------------------------ | :------------------------------------------------- | :------------------------------------------------ | :-------------- | | +200 | 5.6% | 3.3% | (10.0%) | | +100 | 4.2% | 3.0% | (7.5%) | | -100 | (4.2%) | (3.0%) | (7.5%) | | -200 | (9.3%) | (7.0%) | (10.0%) | | -300 | (14.7%) | (11.5%) | (15.0%) | | -400 | N/A | (16.3%) | (20.0%) | | Immediate Change in Interest Rates (basis points) | September 30, 2024 Economic Value of Equity | December 31, 2023 Economic Value of Equity | ALCO Guidelines | | :------------------------------------------------ | :------------------------------------------ | :----------------------------------------- | :-------------- | | +200 | 2.2% | 0.3% | (20.0%) | | +100 | 2.6% | 2.6% | (10.0%) | | -100 | (3.4%) | (2.8%) | (10.0%) | | -200 | (9.5%) | (8.0%) | (20.0%) | | -300 | (19.9%) | (16.5%) | (30.0%) | | -400 | N/A | (28.0%) | (40.0%) | - NII sensitivity in rising rate scenarios (**+100bps, +200bps**) improved from December 31, 2023, while EVE sensitivity also showed changes related to market interest rates[111](index=111&type=chunk)[113](index=113&type=chunk) - Strategic balance sheet management includes increasing variable/adjustable commercial and home equity loans, adjusting residential mortgage loan sales, managing deposit rates, and utilizing loan swaps and FHLB borrowings[114](index=114&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=55&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Wesbanco's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of September 30, 2024. They acknowledge inherent limitations in control systems and reported no material changes in internal control over financial reporting during the quarter - Wesbanco's CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2024[117](index=117&type=chunk) - Management acknowledges that no control system can prevent all errors or fraud due to inherent limitations such as faulty judgments, simple errors, circumvention by individuals, collusion, or management override[117](index=117&type=chunk) - There were no material changes in Wesbanco's internal control over financial reporting during the fiscal quarter ended September 30, 2024[117](index=117&type=chunk) [PART II – OTHER INFORMATION](index=56&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=56&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Wesbanco is involved in various lawsuits, claims, investigations, and proceedings in the ordinary course of business. Management does not believe that a material loss related to these matters is reasonably possible - Wesbanco is involved in various lawsuits, claims, investigations, and proceedings arising in the ordinary course of business[119](index=119&type=chunk) - Management does not believe that a material loss related to such proceedings or claims pending or known to be threatened is reasonably possible[119](index=119&type=chunk) [ITEM 1A. RISK FACTORS](index=57&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section details risks related to the Premier merger, including integration difficulties, unrealized synergies, transaction costs, and adverse effects if the merger is not completed - The success of the Premier acquisition depends on successful integration of operations, strategies, technologies, and personnel, with potential difficulties including disruption, retention issues, and unanticipated costs[120](index=120&type=chunk) - Wesbanco has incurred and will incur significant transaction-related costs for the merger and a related private placement, which may not be offset by anticipated benefits if the merger is not completed[120](index=120&type=chunk) - Failure to complete the merger could adversely affect Wesbanco's business, operations, and common stock market price, as it is subject to various conditions and potential termination circumstances[121](index=121&type=chunk)[122](index=122&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=58&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Wesbanco had one active stock repurchase plan with **972,298 shares** remaining, purchasing **37,201 shares** at **$28.77** average price in the quarter - Wesbanco had one active stock repurchase plan, approved on February 24, 2022, for **3.2 million shares**, with **972,298 shares** remaining for repurchase as of September 30, 2024[124](index=124&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans | Maximum Number of Shares that May Yet Be Purchased Under the Plans | | :------------------------------------------ | :------------------------------- | :--------------------------- | :----------------------------------------------------------------- | :--------------------------------------------------------------- | | July 1, 2024 to July 31, 2024 | 33,597 | $28.58 | 142 | 972,298 | | August 1, 2024 to August 31, 2024 | 2,206 | $31.12 | — | 972,298 | | September 1, 2024 to September 30, 2024 | 1,398 | $29.64 | — | 972,298 | | Total | 37,201 | $28.77 | 142 | 972,298 | [ITEM 5. OTHER INFORMATION](index=58&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended September 30, 2024[125](index=125&type=chunk) [ITEM 6. EXHIBITS](index=59&type=section&id=ITEM%206.%20EXHIBITS) This section lists Form 10-Q exhibits, including the Premier merger agreement, securities purchase agreement, registration rights agreement, and CEO/CFO certifications - Key exhibits include the Agreement and Plan of Merger with Premier Financial Corp., Form of Securities Purchase Agreement, and Form of Registration Rights Agreement, all dated July 25, 2024[127](index=127&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer, as well as XBRL instance and taxonomy documents, are also included[127](index=127&type=chunk) [SIGNATURES](index=60&type=section&id=SIGNATURES) The report was signed on October 31, 2024, by Jeffrey H. Jackson (CEO) and Daniel K. Weiss, Jr. (CFO) on behalf of Wesbanco, Inc - The report was signed on October 31, 2024, by Jeffrey H. Jackson, President and Chief Executive Officer, and Daniel K. Weiss, Jr., Senior Executive Vice President and Chief Financial Officer[128](index=128&type=chunk)

Core Viewpoint - WesBanco reported a slight year-over-year revenue increase of 1.4% for Q3 2024, but the earnings per share (EPS) decreased compared to the previous year, indicating mixed financial performance [1]. Financial Performance - Revenue for the quarter was $151.95 million, which was a -0.30% surprise compared to the Zacks Consensus Estimate of $152.4 million [1]. - EPS for the quarter was $0.56, down from $0.59 a year ago, but exceeded the consensus estimate of $0.52, resulting in a +7.69% surprise [1]. - Efficiency Ratio was reported at 65.3%, slightly above the estimated 65.1% [1]. - Net Interest Margin stood at 3%, matching the average estimate [1]. - Mortgage banking income was $1.28 million, surpassing the average estimate of $1.10 million [1]. - Total Non-Interest Income was $29.61 million, below the average estimate of $31.50 million [1]. Stock Performance - WesBanco shares have returned +4.3% over the past month, outperforming the Zacks S&P 500 composite's +2.7% change [2]. - The stock currently holds a Zacks Rank 5 (Strong Sell), suggesting potential underperformance in the near term [2].

Company Performance - WesBanco reported quarterly earnings of $0.56 per share, exceeding the Zacks Consensus Estimate of $0.52 per share, but down from $0.59 per share a year ago, representing an earnings surprise of 7.69% [1] - The company posted revenues of $151.95 million for the quarter ended September 2024, missing the Zacks Consensus Estimate by 0.30%, compared to $149.81 million in the same quarter last year [1] - Over the last four quarters, WesBanco has surpassed consensus EPS estimates only once and has topped consensus revenue estimates two times [1] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.52 on revenues of $154.55 million, and for the current fiscal year, it is $2.06 on revenues of $599 million [4] - The estimate revisions trend for WesBanco is currently unfavorable, resulting in a Zacks Rank 5 (Strong Sell), indicating expected underperformance in the near future [4] Industry Context - The Banks - Southeast industry, to which WesBanco belongs, is currently in the bottom 33% of over 250 Zacks industries, suggesting potential challenges for stocks in this sector [5] - Another company in the same industry, USCB Financial Holdings, Inc., is expected to report quarterly earnings of $0.32 per share, reflecting a year-over-year increase of 68.4% [5]

Core Insights - WesBanco, Inc. reported a net income of $34.7 million for Q3 2024, slightly up from $34.3 million in Q3 2023, with earnings per share of $0.54 compared to $0.58 in the previous year [1] - For the nine months ended September 30, 2024, net income was $94.3 million, down from $116.5 million in the same period of 2023, with a corresponding decrease in earnings per share from $1.96 to $1.54 [1] - The company experienced strong deposit growth of 12.1% annualized and loan growth of 6.3% annualized in Q3 2024 [1] Financial Performance - Total loans increased by $1.1 billion year-over-year, with a year-over-year growth rate of 10.0% and a sequential quarter growth of 6.3% annualized [1] - Deposits reached $13.8 billion, reflecting a 5.7% year-over-year increase and a 12.1% annualized increase from the previous quarter [1] - Net interest income for Q3 2024 was $121.1 million, a 2.9% increase year-over-year, while net interest income for the nine months ended September 30, 2024, decreased by 3.3% to $351.7 million [2][3] Credit Quality - As of September 30, 2024, total loans past due increased to 0.44%, while non-performing assets as a percentage of total assets declined slightly [2] - The provision for credit losses for Q3 2024 was $4.8 million, down from previous periods, with the allowance for credit losses at 1.13% of total loans [2] Non-Interest Income and Expenses - Non-interest income for Q3 2024 was $29.6 million, a decrease of 4.1% from the previous year, primarily due to lower net swap fee and valuation income [2] - Non-interest expenses, excluding restructuring and merger-related costs, increased by 2.0% year-over-year to $99.2 million, driven by higher operating expenses [3] Capital and Acquisition - WesBanco raised $200 million in common equity to support its balance sheet and future growth, particularly in light of the pending acquisition of Premier Financial Corp. [3] - The company maintains strong regulatory capital ratios, with Tier I leverage at 10.69% and total risk-based capital at 15.74% as of September 30, 2024 [3] Market Position and Recognition - WesBanco was recognized as one of America's Greatest Workplaces for Parents and Families by Newsweek, highlighting its commitment to community engagement and employee welfare [1]

Core Viewpoint - WesBanco, Inc. will host a conference call to discuss its third-quarter financial results on October 24, 2024, following the release of these results on October 23, 2024 [1]. Group 1: Conference Call Details - The conference call is scheduled for 3:00 p.m. ET on October 24, 2024, and will be led by Jeffrey H. Jackson, President and CEO, and Daniel K. Weiss, Jr., Senior Executive Vice President and CFO [1]. - Interested parties can access the live webcast through the Investor Relations section of the company's website or by dialing specific numbers for participation [2]. Group 2: Replay Information - A replay of the conference call will be available starting at approximately 5:00 p.m. ET on October 24, 2024, and will end at 12 a.m. ET on November 7, 2024 [3]. - The access code for the replay is 7056218, and an archive of the webcast will be available for one year on the company's website [3]. Group 3: Company Overview - WesBanco, Inc. has over 150 years of experience as a community-focused financial services provider, with total assets of $18.1 billion as of June 30, 2024 [4]. - The company offers a comprehensive range of services, including retail and commercial banking, trust, brokerage, wealth management, and insurance services [4]. - WesBanco operates across an eight-state footprint and emphasizes building lasting relationships to empower customers in their financial journeys [4].