UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 03, 2025 WESBANCO, INC. (Exact name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation) West Virginia 001-39442 55-0571723 (Commission File Number) (IRS Employer Identification No.) 1 Bank Plaza Wheeling, West Virginia 26003 (Address of Principal Execu ...

Commission File Number 001-39442 WESBANCO, INC. For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of Registrant as specified in its charter) WEST VIRGINIA 55-0571723 (State of incorporation) (IRS Em ...

Financial Results - Wesbanco, Inc. will release its financial results for Q1 2025 after market close on April 29, 2025[6] - A conference call to discuss the Q1 2025 financial results is scheduled for April 30, 2025, at 9:00 a.m. ET[6] - The press release regarding the financial results is attached as Exhibit 99.1[6] - The financial statements and exhibits related to the earnings release will be filed as part of the report[7] Company Information - The company is not classified as an emerging growth company under the Securities Act of 1933[5] - The common stock of Wesbanco, Inc. is traded on the Nasdaq Global Select Market under the symbol WSBC[4] - The company has a par value of $2.0833 for its common stock[4] - The preferred stock, Series A, has a fixed-rate reset of 6.75%[4] - The report was signed by Daniel K. Weiss, Jr., Senior Executive Vice President and CFO[9] - The company is headquartered at 1 Bank Plaza, Wheeling, West Virginia[2]

Financial Performance - For the twelve months ended December 31, 2024, net income available to common shareholders was $141.4 million, or $2.26 per diluted share, compared to $148.9 million, or $2.51 per diluted share for the same period in 2023, reflecting a decrease due to higher funding costs and inflationary pressures[208]. - Interest income increased by $114.1 million or 16.0% to $825.6 million in 2024 compared to 2023, while net interest income decreased by $3.1 million or 0.7% primarily due to higher funding costs[208]. - Total assets as of December 31, 2024, were $18.7 billion, an increase of 5.5% compared to December 31, 2023[209]. - Total portfolio loans increased to $12.7 billion, reflecting an 8.7% year-over-year growth from $11.6 billion at December 31, 2023[209]. - Total deposits increased by $965.0 million or 7.3% at December 31, 2024, compared to December 31, 2023, supporting loan growth[209]. - Criticized and classified loan balances increased to 2.80% of total portfolio loans, up from 2.22% at December 31, 2023[209]. Capital and Regulatory Compliance - As of December 31, 2024, Wesbanco Bank was classified as "well capitalized" under FDIC regulations, allowing it to pay dividends without restrictions[43]. - Wesbanco's CET1, Tier 1, and total capital to risk-adjusted assets ratios were 12.07%, 13.06%, and 15.88%, respectively, all exceeding minimum requirements[57]. - Wesbanco Bank's leverage ratio was 10.35% as of December 31, 2024, indicating strong capital adequacy[57]. - The Federal Reserve requires a common equity Tier 1 capital conservation buffer of 2.5% over minimum risk-based capital requirements to avoid restrictions on dividend payments[53]. - Wesbanco's capital levels met the "well-capitalized" standards under the Federal Deposit Insurance Corporation Improvement Act of 1991 as of December 31, 2024[61]. Mergers and Acquisitions - Wesbanco completed the acquisition of Premier Financial Corp. on February 28, 2025, expanding its presence in Ohio, Michigan, Indiana, and Pennsylvania[25]. - The anticipated cost savings and synergies from the Premier Financial merger are uncertain and depend on successful integration[125]. - Wesbanco has incurred significant transaction-related costs associated with the merger, which may impact financial results[126]. Community Engagement and Philanthropy - Wesbanco provided philanthropic donations and sponsorships totaling over $1.0 million in 2024, alongside nearly 12,000 volunteer hours contributed by employees[32]. - Wesbanco has been assigned an "Outstanding" rating for community development performance by the FDIC for the period of July 2019 through November 2022, marking its eighth consecutive "Outstanding" CRA rating[84]. - Wesbanco received the "America Saves Designation of Savings Excellence for Banks" for the ninth consecutive year, recognizing its efforts to encourage savings during America Saves Week 2024[85]. - Wesbanco CDC has made over 240 loans totaling in excess of $184 million, creating over 7,100 jobs in low-income communities[86]. - In the past five years, Wesbanco originated nearly $2.4 billion in community development loans, including over $520 million in 2024[87]. - Wesbanco employees provided nearly 12,000 hours of technical assistance and financial education to over 640 organizations and schools in 2024[88]. Operational Risks and Challenges - The company faces intense competition from various financial institutions, which may impact its market share and profit potential[33][34]. - Wesbanco may face challenges in attracting and retaining banking customers due to increased competition from local, regional, and national banks, as well as financial technology companies[130]. - The company is exposed to operational risks, including reputational risk, legal and compliance risk, and the risk of fraud or theft, which could adversely impact its operations[142]. - Future acquisitions may not be successful, and integration efforts could have a material adverse effect on Wesbanco's business and financial condition[139]. - The company may not be able to expand its trust and investment services segment effectively due to competition and changing economic conditions[134]. Economic and Regulatory Environment - Economic conditions in Wesbanco's market areas could negatively impact earnings, particularly in regions affected by oil and gas price volatility[99]. - Changes in federal policies could adversely impact Wesbanco's business and its customers[100]. - Wesbanco is subject to extensive government regulation, which could increase operating costs and limit business opportunities[103]. - The financial services industry is rapidly changing, and Wesbanco's future success depends on its ability to adopt new technologies and meet customer demands[156]. Technology and Cybersecurity - The company relies on third-party vendors for processing various transactions, which poses risks to its operations and customer data security[155]. - Wesbanco's cybersecurity strategy includes a multi-layered approach to identify and mitigate threats, ensuring the confidentiality of customer information[163]. - The company has experienced cybersecurity incidents in the past but is not currently aware of any that materially affect its operations[170]. Shareholder Returns and Dividends - For the year ended December 31, 2024, Wesbanco declared cash dividends of approximately $10.1 million to preferred shareholders and $90.8 million to common shareholders[42]. - The quarterly dividend was increased to $0.37 per share in Q4 2024, marking the eighteenth increase over the last fourteen years, representing a cumulative increase of 164%[211]. - Wesbanco's total shareholder return as of December 31, 2024, was 107.94, compared to 100.00 at the end of 2019, indicating a growth of 7.94% over the five-year period[184]. - Wesbanco's total shareholder return was lower than the Russell 2000 Index, which increased to 142.93 over the same period, indicating a relative underperformance[184].

Financial Performance - Net income for Q4 2024 was $47.1 million, or $0.70 per share, compared to $32.4 million, or $0.55 per share in Q4 2023, representing a 45.5% increase in net income year-over-year[1] - WesBanco reported a net income of $49.629 million for the three months ended December 31, 2024, representing a 41.9% increase compared to $34.968 million in the same period of 2023[27] - Net income available to common shareholders rose to $47,098,000, compared to $34,741,000 in the previous quarter, reflecting a 35.4% increase[35] - Net income available to common shareholders for Q4 2024 was $47,098 thousand, an increase from $34,741 thousand in Q3 2024, representing a growth of 35.5%[40] - Basic net income per common share increased to $0.70, up from $0.54 in the previous quarter, a growth of 29.6%[35] Loan and Deposit Growth - Total loans increased by $1.0 billion, or 8.7%, year-over-year, with commercial loans growing by 10.7% to $9.1 billion[4] - Deposits reached $14.1 billion, up 7.3% year-over-year, fully matching the loan growth of $1.0 billion[6] - Portfolio loans net of unearned income grew by 8.7% to $12,656,429 thousand compared to $11,638,461 thousand in 2023[31] - Commercial real estate loans increased by 11.6% to $7,326,681 thousand from $6,565,448 thousand in 2023[31] - Average loans to average deposits increased to 89.48% in 2024, up 4.40% from 85.71% in 2023[29] Income and Revenue - Non-interest income for Q4 2024 was $36.4 million, a 21% increase from Q4 2023, driven by higher net swap fees and service charges[11] - Total interest and dividend income increased by 11.6% to $213.585 million for the three months ended December 31, 2024, up from $191.318 million in the same period of 2023[27] - The company’s net interest income after provision for credit losses was $126.653 million, a 12.1% increase from $112.955 million in the previous year[27] - Non-interest income rose by 21.0% to $36.388 million for the three months ended December 31, 2024, compared to $30.074 million in the same period of 2023[27] - Total interest and dividend income for the quarter ended December 31, 2024, was $213,585,000, a slight decrease from $213,729,000 in the previous quarter[35] Expenses and Efficiency - Non-interest expense for 2024, excluding restructuring costs, increased by 2.4% year-over-year to $395.5 million, primarily due to higher equipment and software expenses[14] - The company’s efficiency ratio improved to 58.5% for the twelve months ended December 31, 2024, compared to 59.2% in 2023[27] - Non-interest expense for the three months ended December 31, 2024, was $101,104, a slight decrease from $101,183 in the previous quarter[41] - The efficiency ratio improved to 61.23% for the three months ended December 31, 2024, compared to 65.29% in the prior quarter, indicating enhanced operational efficiency[41] Capital and Assets - Total assets for WesBanco stood at $18.7 billion as of December 31, 2024, with Trust and Investment Services holding $6.0 billion in assets under management[24] - WesBanco maintained strong regulatory capital ratios, with a Tier I risk-based capital ratio of 13.06% and a common equity Tier 1 capital ratio of 12.07%[15] - Shareholders' equity grew by 10.2% to $2,790,281 thousand from $2,533,062 thousand in 2023[31] - Average total assets increased to $18,593,265 thousand in Q4 2024 from $18,295,583 thousand in Q3 2024, reflecting a growth of 1.6%[40] - Average total shareholders' equity rose to $2,806,079 thousand in Q4 2024 from $2,715,461 thousand in Q3 2024, marking a growth of 3.3%[40] Credit Quality - The allowance for credit losses was $138.8 million, providing a coverage ratio of 1.10% as of December 31, 2024[8] - Annualized net loan charge-offs increased to 0.11% in 2024, a substantial rise of 175.00% compared to 0.04% in 2023[29] - Total non-performing assets increased to $40,604 thousand as of December 31, 2024, up from $31,327 thousand in the previous quarter, representing a 29% increase[37] - Non-performing loans as a percentage of total portfolio loans increased to 0.31% from 0.24%, indicating a 29% increase[37] - The provision for credit losses was a reversal of $147,000, compared to a provision of $4,798,000 in the previous quarter, indicating improved credit quality[35] Mergers and Acquisitions - The acquisition of Premier Financial Corp. is on track, pending regulatory approvals, which is expected to enhance the company's market position[4] - The proposed merger with Premier Financial is expected to yield cost savings and revenue synergies, although actual results may differ due to various risks and uncertainties[20]

Financial Performance - Net income for the three months ended September 30, 2024, was $37,272 thousand, compared to $36,842 thousand for the same period in 2023, reflecting a year-over-year increase of 1.17%[11]. - Comprehensive income for the three months ended September 30, 2024, was $90,676 thousand, significantly higher than $3,563 thousand in 2023, reflecting a substantial increase[12]. - For the three months ended September 30, 2024, net income was $37,272 thousand, compared to $36,842 thousand for the same period in 2023, representing a growth of 1.2%[13]. - For the nine months ended September 30, 2024, net income totaled $101,881 thousand, compared to $124,064 thousand for the same period in 2023, showing a decline of 17.9%[14]. - Basic earnings per common share for the three months ended September 30, 2024, was $0.54, compared to $0.58 in the same period of 2023, a decline of 6.90%[11]. Asset Growth - Total assets increased to $18,514,169 thousand as of September 30, 2024, up from $17,712,374 thousand at December 31, 2023, representing a growth of 4.53%[9]. - Total deposits reached $13,837,343 thousand as of September 30, 2024, up from $13,168,704 thousand at December 31, 2023, indicating an increase of 5.06%[9]. - Total shareholders' equity as of September 30, 2024, was $2,801,585 thousand, up from $2,447,941 thousand as of September 30, 2023, indicating a year-over-year increase of 14.4%[14]. - The number of common shares outstanding increased to 66,871,479 as of September 30, 2024, from 59,364,696 as of September 30, 2023, marking an increase of 12.7%[14]. Loan Portfolio - Net portfolio loans increased to $12,310,558 thousand as of September 30, 2024, compared to $11,507,786 thousand at the end of 2023, a growth of 6.98%[9]. - The total portfolio loans increased to $12,451,430,000 at September 30, 2024, up from $11,638,461,000 at December 31, 2023, indicating growth in the loan portfolio[49]. - The total amount of loans classified as "Pass" was $8.63 billion as of September 30, 2024, up from $7.98 billion as of December 31, 2023, representing a growth of approximately 8.2%[62]. - The total amount of loans classified as "Classified - substandard" was $93.2 million as of September 30, 2024, compared to $75.5 million as of December 31, 2023, representing an increase of approximately 23.5%[62]. Credit Losses and Provisions - The provision for credit losses for the three months ended September 30, 2024, was $4,798 thousand, down from $6,327 thousand in 2023, a decrease of 24.16%[11]. - The total allowance for credit losses on loans and loan commitments increased to $149,097 thousand as of September 30, 2024, up from $139,279 thousand at the beginning of the year, representing a growth of approximately 7.0%[52]. - The provision for loan losses for the nine months ended September 30, 2024, was $19,774 thousand, compared to $12,973 thousand for the same period in 2023, indicating a significant increase of approximately 52.5%[52]. - The net charge-offs recorded during the first nine months of 2024 amounted to $9,600,000, contributing to changes in the allowance for credit losses[50]. Non-Interest Income and Expenses - Non-interest income for the three months ended September 30, 2024, was $29,612 thousand, slightly down from $30,879 thousand in 2023, a decrease of 4.10%[11]. - Total non-interest expense for the nine months ended September 30, 2024, was $300,768 thousand, compared to $290,498 thousand in 2023, an increase of 3.55%[11]. - Non-interest income for Q3 2024 decreased by $1.3 million, or 4.1%, primarily due to declines in net swap fee and valuation income[140]. - Total non-interest expense for Q3 2024 increased by $3.2 million or 3.3%, mainly due to higher restructuring and merger-related expenses[161]. Mergers and Acquisitions - Wesbanco recorded merger-related expenses of $2,000,000 for the Premier acquisition during the nine months ended September 30, 2024[33]. - The merger with Premier is expected to be completed in the first quarter of 2025, pending regulatory and shareholder approvals[33]. - Wesbanco is in the process of merging with Premier Financial Corp., which may impact future operations and financial performance[133]. Deposits and Borrowings - Total deposits increased by $668,796,000 in 2024, contrasting with a decrease of $(40,022,000) in 2023, showcasing strong deposit growth[16]. - Interest paid on deposits and other borrowings increased to $255,053,000 in 2024 from $149,960,000 in 2023, indicating rising borrowing costs[16]. - Federal Home Loan Bank borrowings decreased by $175.0 million or 13.0% from December 31, 2023, to September 30, 2024, while total borrowings decreased by 8.1%[197]. Investment and Securities - The fair value of available-for-sale debt securities was $2,228,527 thousand, which includes $1,595,045 thousand in residential mortgage-backed securities[107]. - The total fair value of available-for-sale debt securities was $2,194,329,000, with a significant portion classified under level 2 inputs[110]. - The total unrealized losses on debt securities in the available-for-sale portfolio are accounted for as an adjustment to other comprehensive income in shareholders' equity[46]. Tax and Regulatory - The effective tax rate for the first nine months of 2024 was 17.3%, a decrease from 17.6% in the same period of 2023[142]. - Regulatory capital levels for Wesbanco were substantially greater than the minimum amounts needed to be considered "well capitalized" as of September 30, 2024[201]. Miscellaneous - The company issued 7,272,728 shares of common stock to complete a $200 million common equity capital raise on August 1, 2024, primarily to support the pro-forma bank's balance sheet and regulatory capital ratios[36]. - The projected tax benefits from these partnerships for 2024 are expected to total $4.5 million, an increase from $3.8 million in 2023, indicating a growth of 18.4%[80].

Financial Performance - Net income for Q3 2024 was $34.7 million, or $0.54 per share, compared to $34.3 million and $0.58 per share in Q3 2023[1]. - Non-interest income for Q3 2024 was $29.6 million, a decrease of 4.1% year-over-year, primarily due to lower net swap fee income[11]. - Net income available to common shareholders was $34,741,000, a 1.3% increase from $34,311,000 in the prior year[32]. - Net income per common share - diluted decreased by 6.9% to $0.54 compared to $0.58 in the same quarter of 2023[32]. - Net income available to common shareholders for Q3 2024 was $34,741,000, an increase from $26,385,000 in Q2 2024, representing a growth of 31.5%[40]. - The company reported a total net income available to common shareholders of $94,287,000 for the year to date, down from $116,470,000 in the previous year[45]. Loan and Deposit Growth - Total loans increased by $1.1 billion year-over-year, with a 10.0% growth rate, and deposits reached $13.8 billion, up 5.7% year-over-year[3][5]. - Total commercial loans reached $8.9 billion, reflecting an 11.9% year-over-year increase and a 7.5% quarter-over-quarter annualized growth[4]. - Deposits grew 12.1% annualized from the previous quarter, with total demand deposits representing 54% of total deposits[6]. - Total deposits increased by 5.7% to $13,837,343,000 from $13,090,228,000 in 2023[36]. - Portfolio loans, net of unearned income, rose by 10.0% to $12,451,430,000 from $11,315,873,000 in 2023[36]. Interest Income and Expenses - Total interest and dividend income increased by 16.4% year-over-year to $213,729,000 for the three months ended September 30, 2024, compared to $183,589,000 in 2023[32]. - Net interest income after provision for credit losses was $116,344,000, reflecting a 4.5% increase from $111,355,000 in the same period last year[32]. - Total interest expense rose by 40.5% to $92,587,000 for the three months ended September 30, 2024, compared to $65,907,000 in 2023[32]. - The net interest margin for Q3 2024 was 2.95%, stable compared to the previous quarter, but down 8 basis points year-over-year due to higher funding costs[9][10]. Credit Quality and Allowance for Losses - The allowance for credit losses increased to 1.13% of total loans, amounting to $140.9 million, due to higher unemployment assumptions[8]. - The provision for credit losses decreased by 24.2% to $4,798,000 from $6,327,000 in the same period last year[32]. - The annualized net loan charge-offs/average loans increased significantly to 0.11% from 0.03%, a rise of 266.67%[34]. - Total past due loans increased to $54,189,000 in Q3 2024, up from $29,408,000 in Q2 2024, marking an increase of 84.0%[42]. - The allowance for credit losses on loans increased to $140,872,000 in Q3 2024 from $136,509,000 in Q2 2024, a rise of 2.0%[42]. Capital and Regulatory Ratios - Regulatory capital ratios remain strong, with a Tier I risk-based capital ratio of 12.89% and a common equity Tier 1 capital ratio of 11.89% as of September 30, 2024[17]. - Total shareholders' equity increased by 14.4% to $2,801,585,000 from $2,447,941,000 in 2023[36]. - Common equity tier 1 capital ratio (CET 1) rose to 11.89% in Q3 2024 from 10.58% in Q2 2024[42]. - Tier I leverage capital ratio improved to 10.69% in Q3 2024 from 9.72% in Q2 2024[42]. Merger and Acquisition - The company raised $200 million in common equity during the quarter to support future growth and the pending acquisition of Premier Financial Corp.[3][16]. - The proposed merger with Premier Financial Corp. is subject to various risks, including integration challenges and shareholder approvals[23]. - The merger is expected to yield cost savings and revenue synergies, although these may not be fully realized within the anticipated timeframes[23]. - Shareholders are encouraged to read the joint proxy statement/prospectus regarding the merger for important information[29]. - The merger's success is contingent on obtaining necessary governmental approvals and shareholder votes[23]. Operational Efficiency - Non-interest expense for Q3 2024 was $99.2 million, a 2.0% increase year-over-year, driven by higher operating expenses[13]. - The efficiency ratio improved to 65.29% for the three months ended September 30, 2024, compared to 66.11% in the previous quarter, indicating enhanced operational efficiency[46]. - Full-time equivalent employees decreased to 2,277 in Q3 2024 from 2,370 in Q2 2024, a reduction of 3.9%[40].

Financial Performance - Net income for the three months ended June 30, 2024, was $28,916 thousand, a decrease of 35.6% from $44,880 thousand in the same period of 2023[10]. - Earnings per common share (diluted) for the three months ended June 30, 2024, was $0.44, down from $0.71 in the same period of 2023[10]. - Comprehensive income for the three months ended June 30, 2024, was $28,630 thousand, compared to $14,652 thousand in 2023, indicating a significant increase[11]. - Net income available to common shareholders for Q2 2024 was $26.385 million, a decrease of 37.8% from $42.349 million in Q2 2023[33]. - For the six months ended June 30, 2024, net income available to common shareholders was $59.546 million, a decrease of 27.5% from $82.158 million in the same period of 2023[33]. Asset and Loan Growth - Total assets increased to $18,128,375 thousand as of June 30, 2024, compared to $17,712,374 thousand at December 31, 2023, reflecting a growth of approximately 2.34%[8]. - Net portfolio loans reached $12,121,002 thousand as of June 30, 2024, an increase from $11,507,786 thousand at December 31, 2023, representing a growth of about 5.3%[8]. - Total loans amounted to $12,282,944 thousand, an increase from $11,654,815 thousand at December 31, 2023, representing a growth of approximately 5.4%[48]. - The total portfolio loans increased to $12,257,511 thousand at June 30, 2024, compared to $11,638,461 thousand at December 31, 2023, indicating a growth of about 5.3%[48]. - Total deposits increased to $13,432,373 thousand as of June 30, 2024, compared to $13,168,704 thousand at December 31, 2023, marking a growth of approximately 2%[8]. Credit Losses and Provisions - Provision for credit losses increased to $10,541 thousand for the three months ended June 30, 2024, compared to $3,028 thousand in the same period of 2023, indicating a significant rise in credit risk[10]. - The total allowance for credit losses on loans and loan commitments increased to $145.703 million as of June 30, 2024, up from $139.279 million at the end of 2023, representing a growth of approximately 4.1%[51]. - The provision for loan losses for the six months ended June 30, 2024, was $13.991 million, compared to a provision of $4.876 million for the same period in 2023, indicating a significant increase[51]. - The net charge-offs for the first half of 2024 amounted to $8.157 million, compared to $2.500 million for the same period in 2023, reflecting a rise of approximately 226.3%[51]. - The allowance for credit losses on loans increased to $136.509 million as of June 30, 2024, from $130.290 million at the end of June 2023, marking an increase of about 4.5%[51]. Non-Interest Income and Expenses - Non-interest income totaled $31,355 thousand for the three months ended June 30, 2024, slightly down from $31,841 thousand in 2023[10]. - Total non-interest income of $61.984 million for the six months ended June 30, 2024, compared to $59.493 million for the same period in 2023, indicating an increase of 4.2%[130]. - Total non-interest expense increased to $102,392 thousand for the three months ended June 30, 2024, compared to $96,437 thousand in 2023, reflecting a rise of approximately 6.5%[10]. - Non-interest expense for the six months ended June 30, 2024, was $199.585 million, up from $192.560 million for the same period in 2023, representing an increase of 3.1%[130]. - The total service charges on deposits for the three months ended June 30, 2024, were $7.111 million, up from $6.232 million in 2023[121]. Securities and Investments - As of June 30, 2024, total available-for-sale debt securities amounted to $2.42 billion, with a fair value of $2.10 billion, reflecting unrealized losses of $318.76 million[37]. - The total debt securities held by the company reached $3.60 billion, with a fair value of $3.13 billion, resulting in total unrealized losses of $470.12 million[41]. - The fair value of available-for-sale debt securities with unrealized losses totaled $2,029,469 thousand as of June 30, 2024, with unrealized losses amounting to $318,759 thousand[45]. - The company holds no crypto assets, thus the amendments regarding crypto asset accounting are not expected to impact its financial statements[23]. - The company reported net securities gains of $672,000 for the six months ended June 30, 2024, compared to $350,000 for the same period in 2023[43]. Mergers and Acquisitions - The company entered into a definitive Agreement and Plan of Merger with Premier Financial Corp. on July 25, 2024, which will result in Premier Financial merging into Wesbanco, Inc.[132]. - The merger agreement stipulates that Premier Financial shareholders will receive 0.80 shares of Wesbanco's common stock for each share of Premier Financial's common stock[133]. - The company expects to receive approximately $200 million in gross proceeds from a private placement of 7,272,728 shares at $27.50 per share, closing on August 1, 2024[139]. Economic and Market Conditions - The primary macroeconomic drivers for the allowance model included a projected national unemployment rate of 4.4% at quarter-end, expected to rise to an average of 4.8% over the forecast period[49]. - The effective tax rate for the first half of 2024 was 17.6%, a slight decrease from 17.9% in the first half of 2023[153]. - The company operates through 192 branches and 182 ATM machines across multiple states, significantly impacted by economic factors such as market interest rates and regional economic conditions[143].

Financial Performance - Net income available to common shareholders was $33,162 thousand for Q1 2024, a decrease of 16.8% from $39,810 thousand in Q1 2023[11]. - Comprehensive income for Q1 2024 was $27,464 thousand, significantly lower than $70,358 thousand in Q1 2023, a decrease of 61.0%[13]. - Net income for the three months ended March 31, 2024, was $35.693 million, a decrease from $42.341 million in the same period of 2023, representing a decline of 15.5%[14]. - Net income available to common shareholders for the three months ended March 31, 2024, was $33.162 million, a decrease from $39.810 million in the same period of 2023[34]. - Basic earnings per common share decreased to $0.56 for Q1 2024 from $0.67 in Q1 2023[34]. Income and Expenses - Net interest income after provision for credit losses decreased to $109,952 thousand for the three months ended March 31, 2024, down from $120,755 thousand in the same period of 2023, a decline of 8.97%[11]. - Non-interest income increased to $30,629 thousand for Q1 2024, up 10.7% from $27,653 thousand in Q1 2023[11]. - Non-interest expense increased by $4.2 million or 4.5% year-over-year, reaching $97.2 million, due to higher salaries, equipment expenses, and other operating costs[139]. - The provision for credit losses was $4,014 thousand for Q1 2024, compared to $3,577 thousand in Q1 2023, indicating a rise of 12.2%[11]. Assets and Liabilities - Total assets increased to $17,772,735 thousand as of March 31, 2024, compared to $17,712,374 thousand at December 31, 2023, reflecting a growth of 0.34%[9]. - Total liabilities increased to $15,234,373 thousand as of March 31, 2024, compared to $15,179,312 thousand at December 31, 2023, a growth of 0.36%[9]. - The total shareholders' equity increased to $2.538 billion as of March 31, 2024, from $2.475 billion as of March 31, 2023, reflecting an increase of 2.5%[14]. Deposits and Loans - Total deposits rose to $13,496,773 thousand as of March 31, 2024, an increase of 2.48% from $13,168,704 thousand at the end of 2023[9]. - The recorded investment in total loans increased to $11.89 billion as of March 31, 2024, up from $11.65 billion at the end of 2023, showing growth in the loan portfolio[49]. - The total portfolio loans as of March 31, 2024, amounted to $11.873 billion, compared to $11.638 billion as of December 31, 2023, indicating an increase of approximately 2.02%[53]. - The total amount of loans classified as "Pass" increased to $8.164 billion as of March 31, 2024, from $7.977 billion as of December 31, 2023, reflecting a growth of about 2.34%[61]. Credit Quality - The provision for loan losses for the three months ended March 31, 2024, was $4,450 thousand, a significant decrease from a provision of $(3,621) thousand in the same period of 2023[52]. - Non-performing loans decreased to 0.28% of total portfolio loans as of March 31, 2024, down from 0.36% a year earlier[150]. - The allowance for credit losses on loans was $129,190 thousand at the end of Q1 2024, up from $130,675 thousand at the end of 2023, showing a slight decrease of about 1.1%[52]. - Criticized loans classified as "compromised" totaled $171.536 million as of March 31, 2024, compared to $183.174 million as of December 31, 2023, showing a decrease of approximately 6.36%[61]. Dividends - The company declared a dividend of $0.36 per common share for Q1 2024, up from $0.35 in Q1 2023, reflecting a 2.86% increase[11]. - Common dividends declared were $21.179 million for Q1 2024, with a per-share dividend of $0.36, compared to $20.561 million and $0.35 per share in Q1 2023[16]. Market and Economic Conditions - The allowance for credit losses methodology incorporates macroeconomic factors, with a projected national unemployment rate of 4.3% at quarter-end, expected to rise to 4.7%[50]. - Wesbanco recorded $5.9 million in net charge-offs during Q1 2024, reflecting the impact of economic conditions on credit quality[50]. - The primary macroeconomic drivers for the allowance for credit losses include forecasts of national unemployment projected at 4.3%[188]. Trust and Investment Services - Total trust fees for the three months ended March 31, 2024, were $8.08 million, an increase from $7.49 million in the same period of 2023, representing an increase of 7.9%[119]. - Digital banking income for the three months ended March 31, 2024, was $4.70 million, compared to $4.61 million in the same period of 2023, showing a growth of 1.9%[119]. - The market value of assets managed or held in custody by the trust and investment services segment was approximately $5.6 billion at March 31, 2024, compared to $5.0 billion at the same date in 2023, reflecting a growth of 12%[127].

Financial Performance - For the twelve months ended December 31, 2023, net income available to common shareholders was $148.9 million, or $2.51 per diluted share, down from $182.0 million, or $3.02 per diluted share in 2022[194]. - Net income available to common shareholders was $148.91 million in 2023, down from $181.99 million in 2022, a decline of 18.2%[204]. - Earnings per common share—basic decreased to $2.51 in 2023 from $3.03 in 2022, representing a decline of 17.2%[198]. - Return on average assets fell to 0.86% in 2023, down from 1.08% in 2022, a decrease of 20.4%[198]. - Interest income increased by $197.9 million, or 38.5%, to $711.5 million in 2023 compared to 2022[194]. - Non-interest income increased by $3.1 million, or 2.6%, driven by net securities gains and gains on other real estate owned[194]. - The provision for credit losses was recorded in 2023, contrasting with a benefit from a release of provision in the prior year[194]. - Interest expense increased by $190.8 million in 2023 compared to 2022 due to higher costs across all interest-bearing liability categories[214]. - The cost of interest-bearing liabilities rose by 183 basis points to 2.25% in 2023[214]. - The cost of interest-bearing deposits increased by 148 basis points from 2022 to 2023, reflecting the impact of rising federal funds rates[212]. Assets and Capital - As of December 31, 2023, Wesbanco's total assets approximated $17.7 billion, with a market value of assets under management in the trust and investment services segment at approximately $5.4 billion[16]. - Total assets as of December 31, 2023, were $17.7 billion, an increase of 4.6% compared to December 31, 2022[195]. - Wesbanco's Common Equity Tier 1 (CET1) ratio was 10.99%, Tier 1 capital ratio was 12.05%, and total capital ratio was 14.91%, all exceeding minimum requirements[58]. - Wesbanco Bank's CET1, Tier 1, and total capital to risk-adjusted assets ratios were 12.13%, 12.13%, and 12.97%, respectively, as of December 31, 2023[58]. - Wesbanco's leverage ratio was 9.87% and the Bank's leverage ratio was 9.93% as of December 31, 2023[60]. - Wesbanco's capital levels met the "well-capitalized" standards under the Federal Deposit Insurance Corporation Improvement Act as of December 31, 2023[64]. - Common equity tier 1 capital ratio (CET 1) decreased to 10.99% in 2023 from 11.20% in 2022, a decline of 1.9%[198]. Loans and Securities - Total portfolio loans rose to $11.6 billion, reflecting an 8.7% increase year-over-year[195]. - As of December 31, 2023, approximately 21% of Wesbanco's loan portfolio was comprised of residential real estate loans, and 56% was comprised of commercial real estate loans[114]. - Approximately 36% of Wesbanco's total securities portfolio was invested in municipal bonds as of December 31, 2023[117]. - Criticized and classified loan balances decreased to 2.22% of total portfolio loans, down from 2.34% at December 31, 2022[195]. Dividends and Shareholder Returns - For the year ended December 31, 2023, Wesbanco declared cash dividends of approximately $10.1 million to preferred shareholders and $82.9 million to common shareholders[43]. - The quarterly dividend was increased to $0.36 per share in Q4 2023, marking the seventeenth increase over the last thirteen years[197]. - Dividends declared per common share increased to $1.41 in 2023 from $1.37 in 2022, a growth of 2.9%[198]. - The cumulative total shareholder return for Wesbanco was 105.70 as of December 31, 2023, compared to 118.62 in 2022[172]. Employee and Corporate Culture - Wesbanco employed 2,321 full-time equivalent employees as of December 31, 2023, with an average tenure of approximately 10 years for all employees and over 16 years for executive officers[27]. - The turnover rate for Wesbanco in 2023 was 19%, while the turnover rate for officers was 15%[28]. - Wesbanco's corporate culture emphasizes customer and employee satisfaction, with initiatives focused on diversity and inclusion[29][31]. - The company has engaged in leadership training and talent development programs, contributing to its recognition as one of the best workplaces in several markets[32]. Community Engagement and Philanthropy - In 2023, Wesbanco provided philanthropic donations totaling $0.9 million and employees contributed 11,500 volunteer hours[33]. - The Wesbanco CDC has made over 231 loans totaling over $178 million, benefiting businesses in low-income communities and creating over 6,800 jobs[88]. - Wesbanco has been recognized with the "America Saves Designation of Savings Excellence for Banks" for eight consecutive years, highlighting its efforts to encourage savings during America Saves Week 2023[88]. - Wesbanco originated over $2 billion in community development loans in the past five years, supporting local communities[89]. Regulatory and Compliance - The company is subject to enhanced supervision due to exceeding the $10 billion asset threshold, impacting its regulatory compliance requirements[35]. - The USA PATRIOT Act imposes significant compliance obligations on Wesbanco, which could have legal and reputational consequences if not adhered to[95]. - The new Community Reinvestment Act amendments will be effective January 1, 2026, with Wesbanco categorized as a "large bank" under these rules[90]. Risks and Challenges - The company has faced intense competition from various financial institutions, which may impact its market share and profit potential[34]. - Increased competition from various financial institutions and fintech companies may hinder Wesbanco's ability to attract and retain customers[126]. - Changes in economic or political policies could adversely impact Wesbanco's business and its customers[101]. - The implementation of Basel III capital standards may negatively impact Wesbanco's capital requirements and overall financial condition[106]. - Wesbanco's ability to cope with inflation and manage non-interest income and expenses could significantly impact profitability[113]. - Significant declines in U.S. and global markets could negatively impact Wesbanco's earnings and credit quality of investment securities[111]. - The current expected credit losses accounting standard (CECL) could result in significant volatility in the estimation of credit losses, affecting financial results[120]. - The financial services industry is undergoing rapid technological change, and failure to keep pace could negatively affect Wesbanco's growth and profitability[146]. Operational Aspects - Wesbanco operates 192 branches and 183 ATMs across several states, including West Virginia, Ohio, and Kentucky[16]. - The company relies on third-party vendors for processing transactions, which could lead to disruptions if those vendors fail to maintain adequate controls[145]. - Wesbanco's growth may be hindered by the loss of key employees, which could adversely impact its business and financial condition[134]. - The company faces operational risks, including reputational risk and the risk of fraud or theft, which could materially affect its operations[133]. - Wesbanco's liquidity could be negatively impacted if it faces limitations on borrowings from the Federal Home Loan Bank system[135]. Cybersecurity - Cybersecurity risks continue to evolve, with no material impact from incidents involving third-party service providers in the last year[156]. - Wesbanco maintains a comprehensive cybersecurity program integrated into its enterprise risk management framework[153]. - The Enterprise Risk Management Committee includes directors with extensive experience in banking and cybersecurity, overseeing the bank's information security strategy[158].