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[Filing Information](index=1&type=section&id=Filing%20Information) This section details the foundational filing information for the Form 8-K report, including registrant identity and registered securities [General Filing Details](index=1&type=section&id=General%20Filing%20Details) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, and the securities registered on the Nasdaq Global Select Market - The filing is a **Form 8-K Current Report** by **WESBANCO, INC.**, dated **October 02, 2025**[1](index=1&type=chunk)[2](index=2&type=chunk) Registered Securities | Title of each class | Symbol(s) | Name of each exchange on which registered | | :------------------ | :-------- | :---------------------------------------- | | Common Stock $2.0833 Par Value | WSBC | Nasdaq Global Select Market | | Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non Cumulative Perpetual Preferred Stock, Series A) | WSBCP | Nasdaq Global Select Market | - Wesbanco, Inc. is incorporated in **West Virginia**[2](index=2&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section announces the scheduled release of third-quarter 2025 financial results and an investor conference call [Third Quarter 2025 Earnings Release Announcement](index=3&type=section&id=Third%20Quarter%202025%20Earnings%20Release%20Announcement) Wesbanco, Inc. announced the scheduled release of its financial results for the third quarter of 2025 and an accompanying conference call for investors and analysts - Third quarter 2025 financial results will be released after market close on **Wednesday, October 22, 2025**[6](index=6&type=chunk) - A conference call to discuss the results will be hosted on **Thursday, October 23, 2025, at 3:00 p.m. ET**[6](index=6&type=chunk) - The press release detailing this announcement is attached as **Exhibit 99.1** to this report[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section enumerates the financial statements and exhibits included as part of the Form 8-K filing [Exhibits Filed](index=3&type=section&id=Exhibits%20Filed) This section lists the exhibits that are filed as part of this Form 8-K report, providing supplementary information List of Exhibits | Exhibit Number | Description | | :------------- | :---------------------------------------------------------------------------- | | 99.1 | Press release announcing the scheduled release of third quarter 2025 earnings and conference call. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | [Signature](index=4&type=section&id=Signature) This section formally concludes the report with the authorized signatory and filing date [Authorized Signatory](index=4&type=section&id=Authorized%20Signatory) This section formally concludes the report, indicating that it has been duly signed on behalf of Wesbanco, Inc. by an authorized officer - The report was signed by **Daniel K. Weiss, Jr.**, Senior Executive Vice President and Chief Financial Officer of Wesbanco, Inc.[10](index=10&type=chunk) - The signing date for the report was **October 2, 2025**[10](index=10&type=chunk)

Core Insights - WesBanco Inc shares have crossed above their 200-day moving average of $32.11, reaching a high of $32.37 per share, indicating positive trading momentum [2] - The current trading price of WesBanco Inc shares is approximately $32.32, reflecting a daily increase of about 3.8% [2] - The 52-week range for WesBanco Inc shares is between a low of $26.42 and a high of $37.36 [2]

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) [Registrant Information](index=1&type=section&id=Registrant%20Information) Identifies Wesbanco, Inc. as the registrant for the Form 10-Q, detailing its corporate information and contact details - Wesbanco, Inc. filed a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2](index=2&type=chunk) - The registrant's principal executive offices are located at 1 Bank Plaza, Wheeling, WV 26003, with telephone number 304-234-9000[2](index=2&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) Details Wesbanco's NASDAQ-listed securities, SEC filing compliance, large accelerated filer status, and outstanding common stock shares Securities Registered | Title of each class | Trading Symbol | Name of each exchange on which registered | | :------------------ | :------------- | :---------------------------------------- | | Common Stock $2.0833 Par Value | WSBC | NASDAQ Global Select Market | | Depositary Shares (each representing 1/40 interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A) | WSBCP | NASDAQ Global Select Market | - The registrant has filed all required reports during the preceding 12 months and has been subject to filing requirements for the past 90 days (Yes ☑)[3](index=3&type=chunk) - Wesbanco, Inc. is classified as a Large accelerated filer (☑)[3](index=3&type=chunk) - As of July 31, 2025, there were **95,989,823 shares** of Wesbanco, Inc. common stock, $2.0833 par value, outstanding[3](index=3&type=chunk) [TABLE OF CONTENTS](index=2&type=section&id=TABLE%20OF%20CONTENTS) [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents Wesbanco's unaudited interim consolidated financial statements and detailed notes on accounting policies and specific financial items [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Wesbanco's balance sheets show significant asset and liability growth from December 2024 to June 2025, primarily due to the PFC acquisition Consolidated Balance Sheet Highlights (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | **ASSETS** | | | | | | Cash and due from banks | $1,157,030 | $568,137 | $588,893 | 103.6% | | Total securities | $4,389,961 | $3,412,259 | $977,702 | 28.7% | | Net portfolio loans | $18,604,760 | $12,517,663 | $6,087,097 | 48.6% | | Total Assets | $27,571,576 | $18,684,298 | $8,887,278 | 47.6% | | **LIABILITIES** | | | | | | Total deposits | $21,154,556 | $14,133,717 | $7,020,839 | 49.7% | | Total borrowings | $2,211,428 | $1,471,381 | $740,047 | 50.3% | | Total Liabilities | $23,752,356 | $15,894,017 | $7,858,339 | 49.4% | | **SHAREHOLDERS' EQUITY** | | | | | | Total Shareholders' Equity | $3,819,220 | $2,790,281 | $1,028,939 | 36.9% | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Wesbanco's income statements show substantial net income growth for Q2 and H1 2025, driven by higher net interest and non-interest income, despite increased non-interest expenses Consolidated Statements of Income Highlights (in thousands, except per share amounts) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total interest and dividend income | $336,382 | $202,993 | $589,614 | $398,327 | | Total interest expense | $119,613 | $86,400 | $214,326 | $167,767 | | NET INTEREST INCOME | $216,769 | $116,593 | $375,288 | $230,560 | | Provision for credit losses | $3,218 | $10,541 | $72,101 | $14,555 | | Total non-interest income | $43,957 | $31,355 | $78,622 | $61,984 | | Total non-interest expense | $186,535 | $102,392 | $320,500 | $199,585 | | Net income | $57,415 | $28,916 | $48,423 | $64,609 | | Net income available to common shareholders | $54,884 | $26,385 | $43,360 | $59,546 | | Basic EPS | $0.57 | $0.44 | $0.50 | $1.00 | | Diluted EPS | $0.57 | $0.44 | $0.50 | $1.00 | | Dividends Declared Per Common Share | $0.37 | $0.36 | $0.74 | $0.72 | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Wesbanco's comprehensive income increased significantly for Q2 and H1 2025, primarily due to positive unrealized gains on available-for-sale debt securities Consolidated Statements of Comprehensive Income Highlights (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $57,415 | $28,916 | $48,423 | $64,609 | | Net change in unrealized gains (losses) on debt securities available-for-sale | $24,533 | $(210) | $61,558 | $(11,113) | | Total other comprehensive income (loss) | $17,066 | $(286) | $44,988 | $(8,515) | | Comprehensive income | $74,481 | $28,630 | $93,411 | $56,094 | [Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Wesbanco's shareholders' equity increased substantially from December 2024 to June 2025, driven by the PFC acquisition and positive other comprehensive income Changes in Shareholders' Equity Highlights (in thousands) | Item | December 31, 2024 | June 30, 2025 | | :------------------------------------ | :---------------- | :------------ | | Total Shareholders' Equity | $2,790,281 | $3,819,220 | | Net Income | — | $48,423 | | Other comprehensive income | — | $44,988 | | Common dividends declared | — | $(70,393) | | Preferred dividends declared | — | $(5,063) | | Stock issued for PFC acquisition | — | $1,007,845 | - Total Shareholders' Equity increased by **$1,028,939 thousand** from December 31, 2024, to June 30, 2025, primarily due to the PFC acquisition[14](index=14&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=8&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Wesbanco's cash flows for H1 2025 show a significant net increase in cash, driven by investing and financing activities, including the PFC acquisition Consolidated Condensed Statements of Cash Flows Highlights (in thousands) | Item | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | | NET CASH PROVIDED BY OPERATING ACTIVITIES | $78,627 | $82,830 | | Net cash provided by (used in) investing activities | $262,481 | $(529,763) | | Net cash provided by financing activities | $247,785 | $338,339 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $588,893 | $(108,594) | | Cash, cash equivalents and restricted cash at end of the period | $1,157,030 | $486,789 | - Net cash received from the PFC acquisition contributed **$200,454 thousand** to investing activities in 2025[16](index=16&type=chunk) - Increase in deposits provided **$153,941 thousand** in financing activities in 2025[16](index=16&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures for Wesbanco's unaudited interim financial information, covering accounting policies, acquisitions, and specific financial items [NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%201.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines Wesbanco's basis of presentation for interim financial statements and details recent accounting pronouncements, none expected to have a material impact - Interim financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC instructions, and should be read with the 2024 Annual Report on Form 10-K[18](index=18&type=chunk) - Recent ASUs (2025-04, 2025-03, 2025-01, 2024-03, 2024-04, 2024-01, 2023-09, 2023-07, 2023-06, 2023-05) are not expected to have a material impact on the Consolidated Financial Statements, but some will result in additional disclosures[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - ASU 2023-07, 'Improvements to Reportable Segment Disclosures,' effective for fiscal years beginning after December 15, 2023, resulted in additional disclosures related to segment reporting[29](index=29&type=chunk) [NOTE 2. MERGERS AND ACQUISITIONS](index=11&type=section&id=NOTE%202.%20MERGERS%20AND%20ACQUISITIONS) Details Wesbanco's $1.0 billion acquisition of Premier Financial Corp. (PFC) on February 28, 2025, expanding assets and market share, and related financial impacts - Wesbanco acquired Premier Financial Corp. (PFC) on February 28, 2025, valued at **$1.0 billion**[33](index=33&type=chunk) - The acquisition added approximately **$7.9 billion** in assets (excluding goodwill/intangibles), including **$5.9 billion** in portfolio loans and **$1.2 billion** in investment securities[33](index=33&type=chunk) PFC Acquisition Financial Impact (in thousands) | Item | February 28, 2025 | | :------------------------------------ | :---------------- | | Total purchase price | $1,007,983 | | Goodwill recognized | $476,175 | | Core deposit and other intangible assets acquired | $158,406 | | Merger-related expenses (3 months ended June 30, 2025) | $32,500 | | Merger-related expenses (6 months ended June 30, 2025) | $53,400 | - PFC shareholders represent approximately **30%** of Wesbanco's voting interests post-acquisition[33](index=33&type=chunk) [NOTE 3. EARNINGS PER COMMON SHARE](index=14&type=section&id=NOTE%203.%20EARNINGS%20PER%20COMMON%20SHARE) Details Wesbanco's EPS calculation, showing an increase for Q2 but decrease for H1 2025, primarily due to increased average common shares outstanding Earnings Per Common Share (EPS) (except shares and per share amounts) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income available to common shareholders | $54,884 | $26,385 | $43,360 | $59,546 | | Basic EPS | $0.57 | $0.44 | $0.50 | $1.00 | | Diluted EPS | $0.57 | $0.44 | $0.50 | $1.00 | | Average Basic Common Shares Outstanding | 95,744,980 | 59,521,872 | 86,339,970 | 59,452,315 | | Average Diluted Common Shares Outstanding | 95,808,310 | 59,656,429 | 86,466,701 | 59,592,960 | - The increase in average shares outstanding is due to a **$200 million** common equity capital raise (7,272,728 shares) on August 1, 2024, and **28,738,104 shares** issued for the PFC acquisition on February 28, 2025[55](index=55&type=chunk) [NOTE 4. SECURITIES](index=15&type=section&id=NOTE%204.%20SECURITIES) Wesbanco's total debt securities increased to $4.23 billion at June 30, 2025, driven by the PFC acquisition and new purchases, with decreased unrealized losses Debt Securities Portfolio (in thousands) | Item | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | Change ($) | Change (%) | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Available-for-sale debt securities | $3,222,819 | $2,246,072 | $976,747 | 43.5% | | Held-to-maturity debt securities (fair value) | $1,006,110 | $1,006,817 | $(707) | (0.1%) | | Total debt securities (fair value) | $4,228,929 | $3,252,889 | $976,040 | 30.0% | | Gross Unrealized Losses (Available-for-sale) | $(242,166) | $(295,419) | $53,253 | (18.0%) | - Proceeds from sales of available-for-sale securities for the six months ended June 30, 2025, totaled **$873.8 million**, with no sales in the prior year period[62](index=62&type=chunk) - Net unrealized losses on available-for-sale securities, net of tax, decreased from **$223.8 million** at December 31, 2024, to **$178.5 million** at June 30, 2025[62](index=62&type=chunk) - Wesbanco does not believe the securities with unrealized losses are impaired due to credit quality, as substantially all are investment grade and paying as contracted[66](index=66&type=chunk) [NOTE 5. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES](index=18&type=section&id=NOTE%205.%20LOANS%20AND%20THE%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) Total portfolio loans increased by 48.8% to $18.83 billion at June 30, 2025, due to the PFC acquisition, with a higher allowance for credit losses and non-performing loans Loan Portfolio Composition (in thousands) | Loan Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Commercial real estate: Land and construction | $1,732,088 | $1,352,083 | $379,995 | 28.1% | | Commercial real estate: Improved property | $8,868,122 | $5,974,598 | $2,893,524 | 48.4% | | Commercial and industrial | $2,819,096 | $1,787,277 | $1,031,819 | 57.7% | | Residential real estate | $3,939,796 | $2,520,086 | $1,419,710 | 56.3% | | Home equity | $1,052,334 | $821,110 | $231,224 | 28.2% | | Consumer | $417,190 | $201,275 | $215,915 | 107.3% | | Total portfolio loans | $18,828,626 | $12,656,429 | $6,172,187 | 48.8% | Allowance for Credit Losses (ACL) (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total allowance for credit losses - loans | $223,866 | $138,766 | $85,100 | 61.3% | | Total allowance for credit losses - loan commitments | $6,168 | $6,120 | $48 | 0.8% | | Total ACL - loans and loan commitments | $230,034 | $144,886 | $85,148 | 58.8% | Nonperforming Loans and Criticized/Classified Loans (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total non-performing loans | $84,319 | $39,752 | $44,567 | 112.1% | | Non-performing loans/total portfolio loans | 0.45% | 0.31% | 0.14% | 45.2% | | Total commercial loans (Pass) | $12,736,042 | $8,759,289 | $3,976,753 | 45.4% | | Total commercial loans (Criticized - compromised) | $531,415 | $242,000 | $289,415 | 119.6% | | Total commercial loans (Classified - substandard) | $151,849 | $112,669 | $39,180 | 34.8% | - The increase in ACL was primarily driven by the initial allowance on loans acquired in the PFC transaction (**$20.2 million**) and adjustments in regional macroeconomic factors[70](index=70&type=chunk)[72](index=72&type=chunk) [NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS](index=30&type=section&id=NOTE%206.%20GOODWILL%20AND%20OTHER%20INTANGIBLE%20ASSETS) Goodwill and other intangible assets increased significantly at June 30, 2025, primarily due to the PFC acquisition, with no impairment indicated Goodwill and Other Intangible Assets (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Goodwill | $1,600,000 | $1,100,000 | $500,000 | 45.5% | | Net carrying amount of other intangible assets | $172,233 | $27,255 | $144,978 | 531.9% | | Amortization of intangible assets (3 months) | $9,204 | $2,072 | $7,132 | 344.2% | | Amortization of intangible assets (6 months) | $13,427 | $4,164 | $9,263 | 222.5% | - The PFC acquisition contributed **$476.2 million** in goodwill and **$151.5 million** in core deposit intangibles to the Community Banking segment, and **$6.9 million** in customer list intangibles to the Trust and Investment Services segment[98](index=98&type=chunk) - No indications of impairment were found for goodwill or other intangible assets as of June 30, 2025[98](index=98&type=chunk) [NOTE 7. INVESTMENTS IN LIMITED PARTNERSHIPS](index=31&type=section&id=NOTE%207.%20INVESTMENTS%20IN%20LIMITED%20PARTNERSHIPS) Wesbanco's investments in tax-advantaged limited partnerships increased to $79.8 million at June 30, 2025, with rising amortization and unfunded commitments Investments in Limited Partnerships (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Investments in tax-advantaged limited partnerships | $79,800 | $38,200 | $41,600 | 108.9% | | Unconditional unfunded equity commitments | $33,200 | $19,000 | $14,200 | 74.7% | | Amortization (3 months) | $3,000 | $1,200 | $1,800 | 150.0% | | Amortization (6 months) | $4,900 | $2,300 | $2,600 | 113.0% | | Projected tax benefits for 2025 | $10,300 | — | — | — | - Wesbanco is a limited partner in several tax-advantaged limited partnerships, primarily for low-income housing investment tax credit projects, accounted for using the equity method[101](index=101&type=chunk) [NOTE 8. DERIVATIVES AND HEDGING ACTIVITIES](index=32&type=section&id=NOTE%208.%20DERIVATIVES%20AND%20HEDGING%20ACTIVITIES) Wesbanco uses interest rate swaps and caps with commercial customers, economically hedged by third-party derivatives, with notional amounts increasing to $2.1 billion - Wesbanco executes interest rate swaps and caps with commercial customers, which are economically hedged by offsetting third-party swaps, with changes in fair value recognized directly in earnings[105](index=105&type=chunk) Derivative Financial Instruments (in thousands) | Item | June 30, 2025 (Notional Amount) | December 31, 2024 (Notional Amount) | Change ($) | Change (%) | | :------------------------------------ | :------------------------------ | :------------------------------ | :--------- | :--------- | | Customer interest rate swaps and caps | $2,108,303 | $1,906,520 | $201,783 | 10.6% | | Forward TBA contracts | $173,000 | $29,000 | $144,000 | 496.6% | | Total derivative assets (fair value) | $66,471 | $72,458 | $(5,987) | (8.3%) | | Total derivative liabilities (fair value) | $68,163 | $72,245 | $(4,082) | (5.7%) | Effect of Derivative Instruments on Income Statement (in thousands) | Item | 3 Months Ended June 30, 2025 (Gain/(Loss)) | 3 Months Ended June 30, 2024 (Gain/(Loss)) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Interest rate swaps and caps | $(677) | $9 | | Interest rate lock commitments | $310 | $(90) | | Forward TBA contracts | $(538) | $47 | | Total | $(905) | $(34) | [NOTE 9. BENEFIT PLANS](index=33&type=section&id=NOTE%209.%20BENEFIT%20PLANS) Wesbanco's Defined Benefit Pension Plan reported net periodic pension income for Q2 and H1 2025, covering employees hired before August 2007, with no voluntary contribution expected Net Periodic Pension Income (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Service cost – benefits earned during year | $267 | $330 | $531 | $660 | | Interest cost on projected benefit obligation | $766 | $1,603 | $1,524 | $3,206 | | Expected return on plan assets | $(1,603) | $(2,599) | $(3,188) | $(5,198) | | Net periodic pension income | $(626) | $(653) | $(1,246) | $(1,307) | - The Plan covers employees hired on or before August 1, 2007, and Wesbanco does not expect to make a voluntary contribution in 2025, leveraging its **$64.7 million** available credit balance[117](index=117&type=chunk) [NOTE 10. FAIR VALUE MEASUREMENT](index=34&type=section&id=NOTE%2010.%20FAIR%20VALUE%20MEASUREMENT) Wesbanco measures financial assets and liabilities at fair value using Level 1, 2, and 3 inputs, with investment securities and derivatives measured recurringly Recurring Fair Value Measurements (in thousands) | Item | June 30, 2025 (Total Fair Value) | Level 1 | Level 2 | Level 3 | | :------------------------------------ | :--------------------------- | :------ | :------ | :------ | | Equity securities | $29,538 | $29,538 | $— | $— | | Available-for-sale debt securities | $3,222,819 | $195,512 | $3,025,354 | $1,953 | | Loans held for sale | $123,019 | $— | $123,019 | $— | | Other assets - interest rate swaps | $64,943 | $— | $64,943 | $— | | Other liabilities - interest rate swaps | $66,526 | $— | $66,526 | $— | Nonrecurring Fair Value Measurements (in thousands) | Item | June 30, 2025 (Total Fair Value) | Level 1 | Level 2 | Level 3 | | :------------------------------------ | :--------------------------- | :------ | :------ | :------ | | Collateral dependent loans | $18,997 | $— | $— | $18,997 | | Other real estate owned and repossessed assets | $958 | $— | $— | $958 | - The fair value of net loans is estimated using a discounted cash flow methodology, taking into account interest rates, credit risk, and market factors, and is classified within Level 3 due to significant judgment in evaluating credit quality[137](index=137&type=chunk) [NOTE 11. REVENUE RECOGNITION](index=39&type=section&id=NOTE%2011.%20REVENUE%20RECOGNITION) Details Wesbanco's revenue recognition practices for ASC 606-scoped streams like trust fees and service charges, noting no significant judgments - Revenue streams in scope of ASC 606 include trust fees, service charges on deposits, digital banking income, net swap fee and valuation income, mortgage banking income, and net gain on other real estate owned and other assets[145](index=145&type=chunk) - Interest income, net securities gains, and bank-owned life insurance are not within the scope of ASC 606[145](index=145&type=chunk) Revenue Streams and Recognition (in thousands) | Revenue Stream | Point of Revenue Recognition | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | | Trust fees | Over time | $9,657 | $7,303 | | Service charges on deposits | At a point in time and over time | $10,484 | $7,111 | | Digital banking income | At a point in time | $7,325 | $5,040 | | Net securities brokerage revenue | At a point in time and over time | $3,348 | $2,601 | | Mortgage banking income | At a point in time | $2,364 | $1,069 | [NOTE 12. COMPREHENSIVE INCOME/(LOSS)](index=40&type=section&id=NOTE%2012.%20COMPREHENSIVE%20INCOME%2F%28LOSS%29) Accumulated other comprehensive income (loss) shifted from a loss of $(218.6) million to $(173.6) million, driven by unrealized gains on available-for-sale debt securities Accumulated Other Comprehensive Income/(Loss) (in thousands) | Item | December 31, 2024 | June 30, 2025 | | :------------------------------------ | :---------------- | :------------ | | Balance at period end | $(218,632) | $(173,644) | | Unrealized Gains (Losses) on Debt Securities Available-for-Sale | $(223,756) | $(178,493) | | Defined Benefit Plans | $5,124 | $4,849 | | Other comprehensive income before reclassifications (6 months) | — | $45,567 | | Amounts reclassified from accumulated other comprehensive income (6 months) | — | $(579) | - The period change in accumulated other comprehensive income was **$44.988 million** for the six months ended June 30, 2025, compared to a loss of **$(8.515) million** in the prior year[147](index=147&type=chunk) [NOTE 13. COMMITMENTS AND CONTINGENT LIABILITIES](index=41&type=section&id=NOTE%2013.%20COMMITMENTS%20AND%20CONTINGENT%20LIABILITIES) Wesbanco's off-balance sheet credit arrangements increased to $6.2 billion at June 30, 2025, with a slight rise in ACL for commitments, and no material loss expected from legal proceedings Commitments and Contingent Liabilities (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Lines of credit | $5,059,269 | $3,960,185 | $1,099,084 | 27.8% | | Loans approved but not closed | $512,141 | $365,529 | $146,612 | 40.1% | | Overdraft limits | $548,175 | $387,591 | $160,584 | 41.4% | | Letters of credit | $55,513 | $47,879 | $7,634 | 15.9% | | Contingent obligations and other guarantees | $33,080 | $16,574 | $16,506 | 99.6% | | Allowance for credit losses (commitments) | $6,200 | $6,100 | $100 | 1.6% | - Wesbanco uses the same credit policies for commitments and conditional obligations as for other lending, and many commitments are expected to expire without being drawn upon[148](index=148&type=chunk) - Management does not believe a material loss related to pending or threatened legal proceedings is reasonably possible[151](index=151&type=chunk) [NOTE 14. BUSINESS SEGMENTS](index=41&type=section&id=NOTE%2014.%20BUSINESS%20SEGMENTS) Wesbanco operates two segments: Community Banking and Trust and Investment Services, with Community Banking dominating and both showing revenue growth, largely due to the PFC acquisition - Wesbanco operates two reportable segments: Community Banking and Trust and Investment Services[152](index=152&type=chunk) - The Community Banking segment offers a wide range of banking products and services, while the Trust and Investment Services segment offers trust services and alternative investment products[152](index=152&type=chunk) Segment Total Revenues (in thousands) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Community Banking | $253,892 | $135,193 | $374,550 | $272,796 | | Trust and Investment Services | $8,917 | $6,258 | $16,680 | $13,312 | | Corporate Other | $(5,301) | $(4,044) | $(9,421) | $(8,119) | | Totals | $257,508 | $137,407 | $381,809 | $277,989 | - The market value of trust assets totaled approximately **$7.2 billion** at June 30, 2025, up from **$5.6 billion** at June 30, 2024[153](index=153&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=46&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Provides an overview of Wesbanco's financial performance and condition for Q2 and H1 2025, highlighting the PFC acquisition's impact on income, assets, expenses, and capital [FORWARD-LOOKING STATEMENTS](index=46&type=section&id=FORWARD-LOOKING%20STATEMENTS) Cautions that actual results may differ from forward-looking statements due to various risks, including economic conditions and regulatory actions, with no duty to update - Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995[175](index=175&type=chunk) - Risks and uncertainties include changing economic conditions, interest rate changes, credit risk, regulatory actions, cybersecurity breaches, and competitive conditions[175](index=175&type=chunk) - Wesbanco does not assume any duty to update forward-looking statements[175](index=175&type=chunk) [OVERVIEW](index=46&type=section&id=OVERVIEW) Wesbanco is a multi-state bank holding company whose operations are significantly influenced by economic factors, regulatory policies, and competition affecting business volumes - Wesbanco operates through **251 branches** and **270 ATM machines** across seven states, offering retail banking, corporate banking, trust services, brokerage, mortgage banking, and insurance[176](index=176&type=chunk) - Business is impacted by market interest rates, federal monetary and regulatory policies, local/regional economic conditions, and competition affecting business volumes, deposit levels, and loan levels[176](index=176&type=chunk) [ACQUISITION](index=46&type=section&id=ACQUISITION) Wesbanco completed its strategic acquisition of Premier Financial Corp. (PFC) on February 28, 2025, significantly expanding its operations - Wesbanco completed its acquisition of Premier Financial Corp. (PFC) on February 28, 2025[177](index=177&type=chunk) - Additional information regarding the acquisition can be found in Note 2, 'Mergers and Acquisitions'[177](index=177&type=chunk) [APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=46&type=section&id=APPLICATION%20OF%20CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Wesbanco's critical accounting policies and estimates for Q2 2025 remain consistent with its 2024 Annual Report, indicating no changes in significant judgments - Critical accounting policies and estimates for June 30, 2025, are unchanged from the disclosures in the 2024 Annual Report on Form 10-K[178](index=178&type=chunk) [RESULTS OF OPERATIONS](index=47&type=section&id=RESULTS%20OF%20OPERATIONS) Wesbanco's results for Q2 and H1 2025 show significant growth in net income and net interest income, driven by the PFC acquisition and organic growth, despite rising expenses [EARNINGS SUMMARY](index=47&type=section&id=EARNINGS%20SUMMARY) Wesbanco reported a significant increase in Q2 2025 net income available to common shareholders, driven by the PFC acquisition, organic loan growth, and higher yields Earnings Summary (in thousands, except per share amounts) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income available to common shareholders (GAAP) | $54,884 | $26,385 | $43,360 | $59,546 | | Diluted EPS (GAAP) | $0.57 | $0.44 | $0.50 | $1.00 | | Adjusted net income available to common shareholders (Non-GAAP) | $87,318 | $29,369 | $138,528 | $62,530 | | Adjusted diluted EPS (Non-GAAP) | $0.91 | $0.49 | $1.60 | $1.05 | - Net interest income increased **$100.2 million (85.9%)** in Q2 2025 compared to Q2 2024, driven by the PFC acquisition, organic loan growth, and higher yields[180](index=180&type=chunk) - Average loan balances increased **56.8%** and average deposits increased **56.7%** year-over-year, largely due to the PFC acquisition[180](index=180&type=chunk) - Non-interest expense, excluding restructuring and merger-related costs, increased **$46.9 million (47.5%)** year-over-year due to the PFC expense base[183](index=183&type=chunk) [NET INTEREST INCOME](index=48&type=section&id=NET%20INTEREST%20INCOME) Wesbanco's net interest income surged by 85.9% in Q2 2025, driven by the PFC acquisition, robust organic loan growth, and higher loan and securities yields Net Interest Income and Margin (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net interest income | $216,769 | $116,593 | $375,288 | $230,560 | | Net interest margin | 3.57% | 2.92% | 3.46% | 2.90% | | Total interest and dividend income | $336,382 | $202,993 | $589,614 | $398,327 | | Total interest expense | $119,613 | $86,400 | $214,326 | $167,767 | | Average loans, net of unearned income | $18,903,459 | $12,057,831 | $16,823,658 | $11,907,353 | | Average total deposits | $21,128,640 | $13,487,199 | $18,814,187 | $13,373,047 | | Cost of interest bearing deposits | 2.46% | 2.74% | 2.50% | 2.65% | - Purchase accounting accretion contributed **37 basis points** to the Q2 2025 net interest margin, up from two basis points in Q2 2024[186](index=186&type=chunk) - Average loan balances increased **$6.8 billion (56.8%)** in Q2 2025, with loan yields increasing by **31 basis points** to **6.16%**[187](index=187&type=chunk) [PROVISION FOR CREDIT LOSSES – LOANS AND LOAN COMMITMENTS](index=50&type=section&id=PROVISION%20FOR%20CREDIT%20LOSSES%20%E2%80%93%20LOANS%20AND%20LOAN%20COMMITMENTS) The provision for credit losses significantly increased for H1 2025, primarily due to the initial provision for PFC acquired loans and economic outlook uncertainty Provision for Credit Losses and Loan Quality Metrics | Item | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | | Provision for credit losses | $72,101 | $14,555 | | Non-performing loans as % of total portfolio loans | 0.45% | 0.29% | | Criticized and classified loans as % of total portfolio loans | 3.63% | 2.15% | | Annualized net loan charge-offs | 0.09% | 0.14% | - The increase in provision was primarily due to the initial provision expense recorded for the PFC acquired loans[195](index=195&type=chunk) - Non-performing loans increased from **0.29% to 0.45%** of total portfolio loans, and criticized and classified loans increased from **2.15% to 3.63%** of total portfolio loans[196](index=196&type=chunk) [NON-INTEREST INCOME](index=51&type=section&id=NON-INTEREST%20INCOME) Wesbanco's non-interest income increased by 40.2% in Q2 2025, primarily driven by the PFC acquisition, with growth in service charges, trust fees, and digital banking Non-Interest Income (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | $ Change | % Change | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Trust fees | $9,657 | $7,303 | $2,354 | 32.2% | | Service charges on deposits | $10,484 | $7,111 | $3,373 | 47.4% | | Digital banking income | $7,325 | $5,040 | $2,285 | 45.3% | | Net swap fee and valuation income | $746 | $1,776 | $(1,030) | (58.0%) | | Net securities brokerage revenue | $3,348 | $2,601 | $747 | 28.7% | | Mortgage banking income | $2,364 | $1,069 | $1,295 | 121.1% | | Total non-interest income | $43,957 | $31,355 | $12,602 | 40.2% | - Total trust assets were **$7.2 billion** as of June 30, 2025, compared to **$5.6 billion** on June 30, 2024[199](index=199&type=chunk) - Mortgage banking income increased due to a **30%** year-over-year increase in residential mortgage originations, reaching **$243.5 million** in Q2 2025[204](index=204&type=chunk) [NON-INTEREST EXPENSE](index=52&type=section&id=NON-INTEREST%20EXPENSE) Non-interest expense, excluding merger costs, increased by 47.5% in Q2 2025, primarily due to the PFC acquisition, impacting salaries, benefits, and software costs Non-Interest Expense (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | $ Change | % Change | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------- | :--------- | | Salaries and wages | $60,153 | $43,991 | $16,162 | 36.7% | | Employee benefits | $18,857 | $10,579 | $8,278 | 78.2% | | Equipment and software | $17,140 | $10,457 | $6,683 | 63.9% | | FDIC insurance | $5,479 | $3,523 | $1,956 | 55.5% | | Amortization of intangible assets | $9,204 | $2,072 | $7,132 | 344.2% | | Restructuring and merger-related expenses | $41,056 | $3,777 | $37,279 | 987.0% | | Total non-interest expense | $186,535 | $102,392 | $84,143 | 82.2% | - Salaries and wages increased due to the addition of approximately **900 PFC employees**[208](index=208&type=chunk) - Equipment and software costs increased due to the PFC acquisition and the additional cost of operating two core systems until conversion in mid-May[210](index=210&type=chunk) [INCOME TAXES](index=53&type=section&id=INCOME%20TAXES) The provision for income taxes increased for Q2 2025 due to higher pretax income, but decreased for H1 2025, reflecting lower pretax income from increased credit loss provision Provision for Income Taxes (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Provision for income taxes | $13,558 | $6,099 | $12,886 | $13,795 | | Effective tax rate (6 months) | 21.0% | 17.6% | — | — | - The decrease in the six-month provision was due to lower pretax income for the six months ended June 30, 2025, primarily from the increased provision for credit losses in Q1 2025 due to the PFC acquisition[216](index=216&type=chunk) - The effective tax rate for the first six months of 2025 was **21.0%**, up from **17.6%** in 2024, due to increased permanent differences from non-deductible merger and restructuring costs[185](index=185&type=chunk) [FINANCIAL CONDITION](index=53&type=section&id=FINANCIAL%20CONDITION) Wesbanco's financial condition at June 30, 2025, reflects substantial growth in assets and equity, largely driven by the PFC acquisition, with detailed changes in balance sheet items - Total assets increased **47.6%** to **$27.57 billion**, and shareholders' equity increased **36.9%** to **$3.8 billion** at June 30, 2025, compared to December 31, 2024, primarily due to the PFC acquisition[217](index=217&type=chunk) - Total portfolio loans increased **$6.2 billion (48.8%)** to **$18.8 billion**, driven by **$5.9 billion** from PFC and **$0.3 billion** in organic growth[217](index=217&type=chunk) - Deposits increased **$7.0 billion (49.7%)**, reflecting **$6.9 billion** from PFC and organic growth[217](index=217&type=chunk) [SECURITIES](index=54&type=section&id=SECURITIES) Wesbanco's total investment securities grew by 28.7% to $4.39 billion at June 30, 2025, due to the PFC acquisition and new purchases, with decreased unrealized losses Composition of Securities (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total available-for-sale debt securities | $3,222,819 | $2,246,072 | $976,747 | 43.5% | | Total held-to-maturity debt securities | $1,137,782 | $1,152,906 | $(15,124) | (1.3%) | | Total securities | $4,390,139 | $3,412,405 | $977,734 | 28.7% | | Gross unrealized securities losses | $374,200 | $441,700 | $(67,500) | (15.3%) | | Weighted average yield (total securities) | 3.25% | 2.67% | 0.58% | 21.7% | - The increase in securities was primarily due to **$1.2 billion** in securities acquired in the PFC acquisition and **$903.9 million** in purchases, offset by sales and maturities[220](index=220&type=chunk) - Wesbanco believes none of the unrealized losses on available-for-sale securities require an allowance for credit losses[221](index=221&type=chunk) [LOANS AND CREDIT RISK](index=56&type=section&id=LOANS%20AND%20CREDIT%20RISK) Total portfolio loans increased by 48.8% to $18.83 billion at June 30, 2025, driven by the PFC acquisition and organic growth, with commercial real estate as the largest segment Composition of Loans (in thousands) | Loan Category | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total commercial real estate | $10,600,210 | $7,326,681 | $3,273,529 | 44.7% | | Commercial and industrial | $2,819,096 | $1,787,277 | $1,031,819 | 57.7% | | Residential real estate | $3,939,796 | $2,520,086 | $1,419,710 | 56.3% | | Total portfolio loans | $18,828,626 | $12,656,429 | $6,172,197 | 48.8% | - Organic loan growth, excluding PFC loans, was **$0.3 billion (2.1%)** since December 31, 2024[233](index=233&type=chunk) - Total loan commitments increased **$1.4 billion (29.7%)** to **$6.2 billion**, primarily due to increased lines of credit from the PFC acquisition[234](index=234&type=chunk) [NON-PERFORMING ASSETS AND LOANS PAST DUE 90 DAYS OR MORE](index=57&type=section&id=NON-PERFORMING%20ASSETS%20AND%20LOANS%20PAST%20DUE%2090%20DAYS%20OR%20MORE) Non-performing assets significantly increased to $85.3 million at June 30, 2025, primarily due to a 112.1% rise in non-accrual loans, indicating deteriorating asset quality Non-Performing Assets (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total non-performing loans | $84,319 | $39,752 | $44,567 | 112.1% | | Other real estate owned and repossessed assets | $958 | $852 | $106 | 12.4% | | Total non-performing assets | $85,277 | $40,604 | $44,673 | 110.0% | | Non-performing loans/total portfolio loans | 0.45% | 0.31% | 0.14% | 45.2% | | Non-performing assets/total assets | 0.31% | 0.22% | 0.09% | 40.9% | Past Due and Accruing Loans (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total loans past due 90 days or more | $20,890 | $13,555 | $7,335 | 54.1% | | Total loans past due 30 to 89 days | $65,401 | $45,927 | $19,474 | 42.4% | | Total loans 30 days or more past due | $86,291 | $59,482 | $26,809 | 45.1% | [ALLOWANCE FOR CREDIT LOSSES - LOANS AND LOAN COMMITMENTS](index=58&type=section&id=ALLOWANCE%20FOR%20CREDIT%20LOSSES%20-%20LOANS%20AND%20LOAN%20COMMITMENTS) The total allowance for credit losses increased by $85.1 million to $230.0 million at June 30, 2025, primarily due to the PFC acquisition and macroeconomic adjustments Allowance for Credit Losses (ACL) (in thousands) | Item | June 30, 2025 | December 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Total allowance for credit losses – loans and loan commitments | $230,034 | $144,886 | $85,148 | 58.8% | | Allowance for credit losses – loans | $223,866 | $138,766 | $85,100 | 61.3% | | Allowance for credit losses – loans as % of total portfolio loans | 1.19% | 1.10% | 0.09% | 8.2% | | Criticized and classified loans as % of total portfolio loans | 3.63% | 2.80% | 0.83% | 29.6% | - The increase in ACL was primarily driven by the PFC acquisition, with PFC loans accounting for **$10.0 million** of the allowance for collectively-evaluated loans[243](index=243&type=chunk)[244](index=244&type=chunk) - The ACL calculation utilizes a probability-weighted approach incorporating baseline, upside, and downside economic scenarios, with national unemployment projected to increase to an average of **5.2%** over the forecast period[244](index=244&type=chunk) [DEPOSITS](index=59&type=section&id=DEPOSITS) Total deposits increased by 49.7% to $21.15 billion at June 30, 2025, primarily due to acquired PFC deposits and organic growth, with uninsured deposits at 32% Deposits Composition (in thousands) | Deposit Type | June 30, 2025 | December 31, 2024 | $ Change | % Change | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Non-interest bearing demand | $5,328,181 | $3,842,758 | $1,485,423 | 38.7% | | Interest bearing demand | $4,865,091 | $3,771,314 | $1,093,777 | 29.0% | | Money market | $4,825,154 | $2,429,977 | $2,395,177 | 98.6% | | Savings deposits | $3,192,943 | $2,362,736 | $830,207 | 35.1% | | Certificates of deposit | $2,943,187 | $1,726,932 | $1,216,255 | 70.4% | | Total deposits | $21,154,556 | $14,133,717 | $7,020,839 | 49.7% | - The net increase in deposits is attributable to acquired PFC deposits totaling **$6.9 billion** and organic growth[249](index=249&type=chunk) - Uninsured deposits totaled **$6.7 billion (32% of total deposits)** at June 30, 2025, with **$2.4 billion** of public funds deposits secured by pledged investment securities[265](index=265&type=chunk) [BORROWINGS](index=59&type=section&id=BORROWINGS) Total borrowings increased by 50.3% to $2.21 billion at June 30, 2025, primarily driven by a $750.0 million increase in FHLB borrowings and PFC acquisition-related debt Borrowings Composition (in thousands) | Borrowing Type | June 30, 2025 | December 31, 2024 | $ Change | % Change | | :------------------------------------ | :------------ | :---------------- | :--------- | :--------- | | Federal Home Loan Bank Borrowings | $1,750,000 | $1,000,000 | $750,000 | 75.0% | | Other short-term borrowings | $103,666 | $192,073 | $(88,407) | (46.0%) | | Subordinated debt and junior subordinated debt | $357,762 | $279,308 | $78,454 | 28.1% | | Total | $2,211,428 | $1,471,381 | $740,047 | 50.3% | - FHLB borrowings increased due to **$1.2 billion** in new advances and **$500.0 million** from the PFC acquisition, partially offset by maturities[251](index=251&type=chunk) - Subordinated and junior subordinated debt increased primarily from **$49.1 million** in subordinated debentures and **$31.7 million** in junior subordinated debt from the PFC acquisition[253](index=253&type=chunk) [CAPITAL RESOURCES](index=60&type=section&id=CAPITAL%20RESOURCES) Wesbanco's shareholders' equity increased by $1.0 billion to $3.8 billion at June 30, 2025, primarily due to the PFC acquisition, with capital levels above regulatory minimums - Shareholders' equity increased **$1.0 billion (36.9%)** to **$3.8 billion** at June 30, 2025, driven by the PFC acquisition, net earnings, and other comprehensive gain[255](index=255&type=chunk) Risk-Based Capital Ratios (June 30, 2025) | Capital Ratio | Minimum | Well-Capitalized | Wesbanco, Inc. | Wesbanco Bank, Inc. | | :------------------------------------ | :------ | :--------------- | :------------- | :------------------ | | Tier 1 leverage | 4.00% | 5.00% | 8.66% | 9.41% | | Common equity Tier 1 | 4.50% | 6.50% | 9.90% | 11.55% | | Tier 1 capital to risk-weighted assets | 6.00% | 8.00% | 10.59% | 11.55% | | Total capital to risk-weighted assets | 8.00% | 10.00% | 13.40% | 12.65% | - Wesbanco increased its quarterly dividend rate to **$0.37 per share** in November 2024[255](index=255&type=chunk) - As of June 30, 2025, **918,391 shares** remained authorized for repurchase under the current plan[256](index=256&type=chunk) [LIQUIDITY RISK](index=61&type=section&id=LIQUIDITY%20RISK) Wesbanco manages liquidity risk through liquid assets, borrowing capacity, and a stable deposit base, with $7.25 billion in expected liquidity sources and substantial FHLB credit - Liquidity risk is managed by maintaining liquid assets, sufficient borrowing capacity, and a stable core deposit base[261](index=261&type=chunk) Sources of Liquidity Expected Within the Next Year (in thousands) | Source | Amount | | :------------------------------------ | :------------ | | Cash and cash equivalents | $1,157,030 | | Securities with a maturity date within the next year and callable securities | $646,646 | | Projected payments and prepayments on mortgage-backed securities and collateralized mortgage obligations | $413,393 | | Accruing loans scheduled to mature | $2,645,570 | | Normal loan repayments | $2,262,934 | | Total sources of liquidity expected within the next year | $7,248,592 | - Available credit with the FHLB approximated **$5.1 billion** at June 30, 2025[266](index=266&type=chunk) - Uninsured deposits totaled **$6.7 billion (32% of total deposits)** at June 30, 2025, with **$2.4 billion** of public funds deposits secured by pledged investment securities[265](index=265&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=63&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Wesbanco's primary market risk is interest rate risk, managed by ALCO through earnings sensitivity and EVE models, with policy limits for net interest income exposure - Interest rate risk is Wesbanco's most significant market risk, managed by the ALCO using earnings sensitivity simulation and EVE models[275](index=275&type=chunk)[276](index=276&type=chunk) Net Interest Income Sensitivity (Percentage Change from Base over One Year) | Immediate Change in Interest Rates (basis points) | June 30, 2025 | December 31, 2024 | ALCO Guidelines | | :------------------------------------------------ | :------------ | :---------------- | :-------------- | | +200 | 2.2% | 4.8% | (10.0%) | | +100 | 1.0% | 2.3% | (7.5%) | | -100 | (1.4%) | (2.2%) | (7.5%) | | -200 | (3.6%) | (5.1%) | (10.0%) | | -300 | (6.0%) | (8.4%) | (15.0%) | | -400 | N/A | (12.7%) | (20.0%) | Economic Value of Equity (EVE) Sensitivity (Percentage Change from Base over One Year) | Immediate Change in Interest Rates (basis points) | June 30, 2025 | December 31, 2024 | ALCO Guidelines | | :------------------------------------------------ | :------------ | :---------------- | :-------------- | | +200 | (2.7%) | 1.7% | (20.0%) | | +100 | (2.7%) | 0.5% | (10.0%) | | -100 | (0.2%) | (0.5%) | (10.0%) | | -200 | (3.4%) | (2.9%) | (20.0%) | | -300 | (9.7%) | (8.2%) | (30.0%) | | -400 | N/A | (16.2%) | (40.0%) | [MARKET RISK](index=63&type=section&id=MARKET%20RISK) Wesbanco's ALCO manages interest rate risk using earnings sensitivity and EVE models, with policy limits for net interest income exposure to interest rate changes - The ALCO's primary objective is to maximize net interest income within established policy parameters by managing balance sheet composition, duration, and market risk exposures[274](index=274&type=chunk) - Interest rate risk policy limits for net interest income exposure are between **7.5% and 20% reduction** from the base model over a twelve-month period for 100-400 basis point interest rate changes[278](index=278&type=chunk) - Modeling assumptions for non-maturity deposit betas are **30%** in up shocks and **40%** in down shocks, reflecting the high interest rate environment[281](index=281&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=65&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Wesbanco's CEO and CFO concluded that disclosure controls were effective as of June 30, 2025, with no material changes in internal control over financial reporting [EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES](index=65&type=section&id=EVALUATION%20OF%20DISCLOSURE%20CONTROLS%20AND%20PROCEDURES) Wesbanco's CEO and CFO determined disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate information reporting - CEO and CFO concluded that disclosure controls and procedures are effective as of June 30, 2025[286](index=286&type=chunk) - Controls ensure information is recorded, processed, summarized, and reported within SEC time periods and communicated to management[286](index=286&type=chunk) [LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS](index=65&type=section&id=LIMITATIONS%20ON%20THE%20EFFECTIVENESS%20OF%20CONTROLS) Management acknowledges inherent limitations in control systems, such as faulty judgments or circumvention, but designs them to provide reasonable assurance of objectives - Management does not expect disclosure controls and internal controls to prevent all errors and fraud[287](index=287&type=chunk) - Inherent limitations include faulty judgments, simple errors, circumvention by individuals or collusion, and management override[287](index=287&type=chunk) [CHANGES IN INTERNAL CONTROLS](index=65&type=section&id=CHANGES%20IN%20INTERNAL%20CONTROLS) No material changes occurred in Wesbanco's internal control over financial reporting during the fiscal quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[288](index=288&type=chunk) [PART II – OTHER INFORMATION](index=66&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=66&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Wesbanco is involved in various legal and administrative proceedings in the ordinary course of business, with no material loss anticipated by management - Wesbanco is involved in various lawsuits, claims, investigations, and proceedings arising in the ordinary course of business[291](index=291&type=chunk) - Management does not believe that a material loss related to such proceedings or claims is reasonably possible[291](index=291&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=66&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Wesbanco has one active stock repurchase plan with 918,391 shares remaining, having purchased 94,902 shares in Q2 2025 for employee benefits and stock compensation - Wesbanco has one active stock repurchase plan, approved for **3.2 million shares**, with **918,391 shares** remaining as of June 30, 2025[292](index=292&type=chunk) Monthly Share Purchase Activity (Quarter Ended June 30, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans | | :------------------------------------ | :----------------------------- | :--------------------------- | :----------------------------------------------------------------- | | April 1, 2025 to April 30, 2025 | 36,437 | $31.24 | — | | May 1, 2025 to May 31, 2025 | 4,224 | $30.75 | — | | June 1, 2025 to June 30, 2025 | 54,241 | $31.98 | 51,198 | | Total | 94,902 | $31.64 | 51,198 | - Shares were repurchased for general corporate purposes, including employee benefit and dividend reinvestment plans, and to facilitate stock compensation transactions[292](index=292&type=chunk)[293](index=293&type=chunk) [ITEM 5. OTHER INFORMATION](index=66&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 Q2 2025 - 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 June 30, 2025[294](index=294&type=chunk) [ITEM 6. EXHIBITS](index=67&type=section&id=ITEM%206.%20EXHIBITS) Lists the exhibits filed with the Form 10-Q, including a separation agreement, CEO and CFO certifications, and Inline XBRL documents - Exhibits include a Separation Agreement, CEO and CFO Certifications, a Sarbanes-Oxley Act Certification, and Inline XBRL documents[297](index=297&type=chunk) [SIGNATURES](index=68&type=section&id=SIGNATURES) The report was duly signed on August 7, 2025, by Jeffrey H. Jackson (President and CEO) and Daniel K. Weiss, Jr. (Senior Executive VP and CFO) - The report was signed on August 7, 2025, by Jeffrey H. Jackson (President and CEO) and Daniel K. Weiss, Jr. (Senior Executive VP and CFO)[300](index=300&type=chunk)

Financial Results Release - Wesbanco, Inc. will release its financial results for Q2 2025 after market close on July 29, 2025[6] Conference Call - A conference call to discuss the Q2 2025 financial results is scheduled for July 30, 2025, at 9:00 a.m. ET[6]

Financial Performance - Total assets increased to $27,412,383 thousand as of March 31, 2025, up from $18,684,298 thousand at December 31, 2024, representing a growth of 46.7%[8] - Total shareholders' equity grew to $3,781,579 thousand, up from $2,790,281 thousand, which is an increase of 35.5%[8] - The company reported a net loss of $8,992,000 for Q1 2025, compared to a net income of $35,693,000 in Q1 2024[12] - Comprehensive income for Q1 2025 was $18,930,000, down from $27,464,000 in Q1 2024, indicating a decrease of 31.5%[12] - Total revenues for the three months ended March 31, 2025, were $124,301 thousand, reflecting the combined performance of its segments[152] - Wesbanco reported a net loss available to common shareholders of $11.5 million, or $(0.15) per share, for Q1 2025, compared to net income of $33.2 million, or $0.56 per share, in Q1 2024[165] Loan and Deposit Growth - Portfolio loans net of unearned income rose to $18,673,748 thousand, a significant increase of 47.7% from $12,656,429 thousand in the previous period[8] - Total deposits reached $21,292,395 thousand, reflecting a 50.5% increase compared to $14,133,717 thousand at the end of 2024[8] - The company experienced a net increase in deposits of $287,157,000 in the first quarter of 2025, compared to $328,173,000 in the same period of 2024, indicating a slight decline in deposit growth[15] - Average deposits increased by 24.3% year-over-year, attributed to the PFC acquisition and effective deposit gathering efforts[167] Credit Losses and Provisions - The allowance for credit losses on loans increased to $233,617 thousand, compared to $138,766 thousand, indicating a rise of 68.4%[8] - The provision for credit losses was $68,883,000 in Q1 2025, compared to $4,014,000 in Q1 2024, indicating a significant increase in provisions[10] - The total provision for credit losses was $68.9 million in Q1 2025, compared to $4.0 million in Q1 2024, reflecting loan growth and macroeconomic adjustments[168] - The total ending allowance for credit losses on loans and loan commitments reached $240.1 million as of March 31, 2025[68] Acquisition Impact - Wesbanco completed the acquisition of Premier Financial Corp. (PFC) on February 28, 2025, valued at $1.0 billion, with PFC holding approximately $7.9 billion in assets[31] - The acquisition resulted in Wesbanco acquiring 73 branches and increasing its market share in Ohio, expanding into northwestern Ohio and Michigan[31] - The acquisition of PFC was completed on February 28, 2025, requiring 28,738,104 shares as merger consideration[52] - Wesbanco's goodwill increased to $1.6 billion as of March 31, 2025, up from $1.1 billion at December 31, 2024, primarily due to the PFC acquisition which contributed $483.4 million in goodwill[95] Interest Income and Expenses - Total interest and dividend income for Q1 2025 was $253,232,000, up from $195,300,000 in Q1 2024, representing a 29.6% increase[10] - Total interest expense on deposits rose to $76,428,000 in Q1 2025 from $59,618,000 in Q1 2024, marking a 28.1% increase[10] - Net interest income after provision for credit losses decreased to $89,636,000 in Q1 2025 from $109,952,000 in Q1 2024, a decline of 18.4%[10] Non-Interest Income - Non-interest income totaled $34,665,000 in Q1 2025, compared to $30,629,000 in Q1 2024, reflecting a 13.3% increase[10] - Digital banking income for the three months ended March 31, 2025, was $5,404 thousand, up from $4,704 thousand in 2024, representing a year-over-year increase of about 14.9%[143] - Trust fees rose by $0.6 million or 7.6% to $8.7 million, with total trust assets reaching $7.0 billion as of March 31, 2025, up from $5.6 billion a year earlier[185] Asset Quality and Non-Performing Loans - Non-performing loans increased to 0.44% of total portfolio loans as of March 31, 2025, up from 0.28% at the end of Q1 2024[182] - Criticized loans classified as compromised were $470.6 million as of March 31, 2025, compared to $242.0 million as of December 31, 2024, showing an increase of 94.5%[78] - The total amount of unfunded commercial loan commitments was $39.1 million as of March 31, 2025, compared to $36.1 million as of December 31, 2024, indicating an increase of 8.3%[78] Market and Economic Conditions - The forecasted national unemployment rate was projected to be 4.4% at quarter-end, increasing to an average of 5.0% over the remainder of the forecast period[66] - The effective tax rate for Q1 2025 was 7.0%, down from 17.7% in Q1 2024, with a tax benefit of $0.7 million in Q1 2025[171] Other Financial Metrics - The net interest margin for Q1 2025 was 3.32%, compared to 2.89% in Q1 2024, reflecting improved asset yields[173] - The total available-for-sale debt securities increased to $3,149,043,000 as of March 31, 2025, compared to $2,246,072,000 as of December 31, 2024, reflecting a growth of approximately 40%[127][128] - The total commitments to extend credit increased to $4,739,420 thousand as of March 31, 2025, compared to $3,960,185 thousand at December 31, 2024, representing a growth of approximately 19.6%[148]

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].