10q10k10q10k.net

What changed in WESBANCO INC's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of WESBANCO INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+392 added−415 removedSource: 10-K (2025-03-03) vs 10-K (2024-02-26)

Top changes in WESBANCO INC's 2024 10-K

392 paragraphs added · 415 removed · 332 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

55 edited+5 added−10 removed124 unchanged
Biggest changeWesbanco has been a leader in its communities for over 150 years, and we want to continue to take a leadership role by noting our stance for equality. We are a group with diverse backgrounds and ethnicities, and share the same values of dignity and respect for our co-workers, customers, and fellow community members.
Biggest changeWesbanco completed its second employee engagement survey in the first quarter of 2024 which focused on Wesbanco culture. We were pleased with the number of participants and their feedback. Wesbanco has been a leader in its communities for over 150 years, and we want to continue to take a leadership role by noting our stance for equality.
For example, Wesbanco Bank leverages its membership in the Federal Home Loan Bank to sponsor Affordable Housing Program grant applications for non-profit organizations and housing developers, to provide down payment assistance for home mortgage borrowers through the First Front Door program, and to provide flexible financing options for small businesses, including women- and minority-owned businesses, through the Banking on Business and Banking on Business Inclusion and Equity loan programs.
For example, Wesbanco Bank leverages its membership in the Federal Home Loan Bank to sponsor Affordable Housing Program grant applications for non-profit organizations and housing developers, to provide down payment assistance for home mortgage borrowers through the First Front Door and First Front Door Keys to Equity program, and to provide flexible financing options for small businesses, including women- and minority-owned businesses, through the Banking on Business and Banking on Business Inclusion and Equity loan programs.
Failure to meet applicable capital guidelines could subject a financial institution to a variety of enforcement remedies available to the federal regulatory authorities, including limitations on the ability to pay dividends, the issuance by the regulatory authority of a capital directive to increase capital, and the termination of deposit insurance by the FDIC, as well as to the measures described below under “Prompt Corrective Action” as applicable to undercapitalized institutions.
Failure to meet applicable capital guidelines could subject a financial institution to a variety of enforcement remedies available to the federal regulatory authorities, including limitations on the ability to pay dividends, the issuance by the regulatory authority of a 7 capital directive to increase capital, and the termination of deposit insurance by the FDIC, as well as to the measures described below under “Prompt Corrective Action” as applicable to undercapitalized institutions.
Relating to mortgage lending, the Dodd-Frank Act authorized the CFPB to issue new regulations governing the ability to repay, qualified mortgages, mortgage servicing, appraisals and compensation of mortgage lenders, all of which have been issued and have taken effect. They limit the mortgage products offered by the Bank and have an impact on timely enforcement of delinquent mortgage loans.
Relating to mortgage lending, the Dodd-Frank Act authorized the CFPB to issue new regulations governing the ability to repay, qualified mortgages, mortgage servicing, appraisals and compensation of mortgage 10 lenders, all of which have been issued and have taken effect. They limit the mortgage products offered by the Bank and have an impact on timely enforcement of delinquent mortgage loans.
In addition, all covered transactions must be conducted on terms and conditions that are consistent with safe and sound banking practices. The Dodd-Frank Act requires a bank holding company to act as a source of financial strength to its subsidiary bank.
In addition, all covered transactions must be conducted on terms and conditions that are consistent with safe and sound banking practices. 5 The Dodd-Frank Act requires a bank holding company to act as a source of financial strength to its subsidiary bank.
The rule is extremely complex, contains significant uncertainties as to penalties, some of which can be quite material, contains prohibitions against correcting even technical mistakes, creates uncertainty regarding last 10 minute changes in the transaction and has triggered significant ambiguity in compliance.
The rule is extremely complex, contains significant uncertainties as to penalties, some of which can be quite material, contains prohibitions against correcting even technical mistakes, creates uncertainty regarding last minute changes in the transaction and has triggered significant ambiguity in compliance.
The Wesbanco Bank Community Development Corporation (“Wesbanco CDC”), an affiliate of Wesbanco Inc., was nationally recognized by the American Bankers Association Foundation ("ABA Foundation") with a Community Commitment Award for its New Markets Loan Program, an innovative revolving loan fund for small businesses.
The Wesbanco Bank Community Development Corporation (“Wesbanco CDC”), an affiliate of Wesbanco, was nationally recognized by the American Bankers Association Foundation ("ABA Foundation") with a Community Commitment Award for its New Markets Loan Program, an innovative revolving loan fund for small businesses.
A capital infusion conceivably could be required at a time when Wesbanco may not have the resources to provide it. 5 PAYMENT OF DIVIDENDS Dividends from the subsidiary bank are a significant source of funds for payment of dividends to Wesbanco’s shareholders.
A capital infusion conceivably could be required at a time when Wesbanco may not have the resources to provide it. PAYMENT OF DIVIDENDS Dividends from the subsidiary bank are a significant source of funds for payment of dividends to Wesbanco’s shareholders.
An interim final rule was issued in January 2014 that exempts investments in certain collateralized debt obligations backed primarily by trust preferred securities from the provisions of the Volcker Rule. This interim final rule was effective April 1, 2014 and did not have a material impact on Wesbanco for the year ended December 31, 2023.
An interim final rule was issued in January 2014 that exempts investments in certain collateralized debt obligations backed primarily by trust preferred securities from the provisions of the Volcker Rule. This interim final rule was effective April 1, 2014 and did not have a material impact on Wesbanco for the year ended December 31, 2024.
(“Wesbanco Securities”) is a full service broker-dealer, which also offers discount brokerage services. Wesbanco Asset Management, Inc., a wholly-owned subsidiary of Wesbanco Bank, holds certain investment securities and loans in a Delaware-based subsidiary. Wesbanco Properties, Inc. holds certain commercial real estate properties. The commercial property is leased to Wesbanco Bank and to certain non-related third parties.
(“Wesbanco Securities”) is a full service broker-dealer, which also offers discount brokerage services. Wesbanco Asset Management, Inc., a wholly-owned subsidiary of Wesbanco Bank, holds certain investment securities and a loan in a Delaware-based subsidiary. Wesbanco Properties, Inc. holds certain commercial real estate properties. The commercial property is leased to Wesbanco Bank and to certain non-related third parties.
For regulatory purposes, Trust Preferred Securities totaling $126.9 million underlying such junior subordinated debt were included in Tier 2 capital as of December 31, 2023, in accordance with regulatory reporting requirements. In 2013, the federal banking agencies amended capital requirements to generally exclude trust preferred securities from Tier 1 capital.
For regulatory purposes, Trust Preferred Securities totaling $126.9 million underlying such junior subordinated debt were included in Tier 2 capital as of December 31, 2024, in accordance with regulatory reporting requirements. In 2013, the federal banking agencies amended capital requirements to generally exclude trust preferred securities from Tier 1 capital.
As of December 31, 2023, none of Wesbanco’s subsidiaries were engaged in any operations in foreign countries, and only one had any transactions with customers in foreign countries. The Bank also provides letters of credit internationally for certain domestic customers and provides international wire services through a third-party correspondent bank.
As of December 31, 2024, none of Wesbanco’s subsidiaries were engaged in any operations in foreign countries, and only one had any transactions with customers in foreign countries. The Bank also provides letters of credit internationally for certain domestic customers and provides international wire services through a third-party correspondent bank.
Upon written request of any shareholder of record on December 31, 2023, Wesbanco will provide, without charge, a printed copy of this 2023 Annual Report on Form 10-K, including financial statements and schedules, as required to be filed with the SEC.
Upon written request of any shareholder of record on December 31, 2024, Wesbanco will provide, without charge, a printed copy of this 2024 Annual Report on Form 10-K, including financial statements and schedules, as required to be filed with the SEC.
At that date, the average tenure of all of our full-time employees was approximately 10 years while the average tenure of our executive officers was over 16 years. None of our employees are represented by collective bargaining agreements. We believe our relations with our employees are very good.
At that date, the average tenure of all of our full-time employees was approximately 10 years while the average tenure of our executive officers was over 18 years. None of our employees are represented by collective bargaining agreements. We believe our relations with our employees are very good.
Wesbanco Bank received the “America Saves Designation of Savings Excellence for Banks,” a designation from the national America Saves initiative that recognizes banks that went above and beyond to encourage people to save money during America Saves Week 2023.
Wesbanco Bank received the “America Saves Designation of Savings Excellence for Banks,” a designation from the national America Saves initiative that recognizes banks that went above and beyond to encourage people to save money during America Saves Week 2024.
As of December 31, 2023, as noted above in “Capital Requirements,” Wesbanco Bank had capital levels that met the “well-capitalized” standards under FDICIA and its implementing regulations.
As of December 31, 2024, as noted above in “Capital Requirements,” Wesbanco Bank had capital levels that met the “well-capitalized” standards under FDICIA and its implementing regulations.
As of December 31, 2023, Wesbanco’s total assets were above $15 billion; therefore, all such securities are no longer counted as Tier 1 capital but instead are counted as Tier 2 capital subject to limits. For more information regarding trust preferred securities, please refer to Note 10, “Subordinated and Junior Subordinated Debt” in the Consolidated Financial Statements.
As of December 31, 2024, Wesbanco’s total assets were above $15 billion; therefore, all such securities are no longer counted as Tier 1 capital but instead are counted as Tier 2 capital subject to limits. For more information regarding trust preferred securities, please refer to Note 11, “Subordinated and Junior Subordinated Debt” in the Consolidated Financial Statements.
(“AMSCO”) is a wholly-owned subsidiary of Wesbanco Bank, which formerly engaged in the management of certain real estate development and construction of 1-4 family residential units. It is in the process of winding up its business activities and will be dissolved.
AMSCO, Inc. is a wholly-owned subsidiary of Wesbanco Bank, which formerly engaged in the management of certain real estate development and construction of 1-4 family residential units. It is in the process of winding up its business activities and will be dissolved.
Wesbanco offers these services through two reportable segments, community banking and trust and investment services. For additional information regarding Wesbanco’s business segments, please refer to Note 23, “Business Segments” in the Consolidated Financial Statements. As of December 31, 2023, Wesbanco operated one commercial bank: Wesbanco Bank, Inc. (“Wesbanco Bank” or the “Bank”).
Wesbanco offers these services through two reportable segments, community banking and trust and investment services. For additional information regarding Wesbanco’s business segments, please refer to Note 24, “Business Segments” in the Consolidated Financial Statements. As of December 31, 2024, Wesbanco operated one commercial bank: Wesbanco Bank, Inc. (“Wesbanco Bank” or the “Bank”).
Wesbanco has eleven capital trusts, which are all wholly-owned trust subsidiaries formed for the purpose of issuing trust preferred securities (“Trust Preferred Securities”) and lending the proceeds to Wesbanco. For more information regarding Wesbanco’s issuance of Trust Preferred Securities, please refer to Note 10, “Subordinated Debt and Junior Subordinated Debt” in the Consolidated Financial Statements. AMSCO, Inc.
Wesbanco has eleven capital trusts, which are all wholly-owned trust subsidiaries formed for the purpose of issuing trust preferred securities (“Trust Preferred Securities”) and lending the proceeds to Wesbanco. For more information regarding Wesbanco’s issuance of Trust Preferred Securities, please refer to Note 11, “Subordinated Debt and Junior Subordinated Debt” in the Consolidated Financial Statements.
The rule, however, relates only to the on-going COVID pandemic. Federal law currently contains extensive customer privacy protection provisions. Under these provisions, a financial institution must provide to its customers, at the inception of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information.
The rule, however, related only to the COVID pandemic. Federal law currently contains extensive customer privacy protection provisions. Under these provisions, a financial institution must provide to its customers, at the inception of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information.
Large banks are subject to a more complex insurance premium calculation with additional loan-related and other risk factors involved which leads to an overall higher rate as compared to that of smaller banks. In 2023, Wesbanco Bank paid deposit insurance premiums of $11.2 million, compared to $7.2 million and $4.5 million in 2022 and 2021, respectively.
Large banks are subject to a more complex insurance premium calculation with additional loan-related and other risk factors involved which leads to an overall higher rate as compared to that of smaller banks. In 2024, Wesbanco Bank paid deposit insurance premiums of $13.8 million, compared to $11.2 million and $7.2 million in 2023 and 2022, respectively.
As of December 31, 2023, Wesbanco Bank’s CET1, Tier 1 and total capital to risk-adjusted assets ratios were 12.13%, 12.13% and 12.97%, respectively, all in excess of the minimum requirements. Neither Wesbanco nor the Bank had been advised by the 7 appropriate federal banking regulator of any specific leverage ratio applicable to it.
As of December 31, 2024, Wesbanco Bank’s CET1, Tier 1 and total capital to risk-adjusted assets ratios were 12.67%, 12.67% and 13.58%, respectively, all in excess of the minimum requirements. Neither Wesbanco nor the Bank had been advised by the appropriate federal banking regulator of any specific leverage ratio applicable to it.
We have developed responsible strategies to provide targeted investment, deployment of capital, financial education, technical assistance, and innovative products and solutions that will achieve financial inclusion for all. Our vision is to create greater economic opportunities that provide the dignity of affordable housing, the empowerment of financial inclusion, the strength of successful businesses, and the sustainability of vibrant communities.
Wesbanco has developed responsible strategies to provide targeted investment, deployment of capital, financial education, technical assistance, and innovative products and solutions that will achieve financial inclusion for all. Its vision is to create greater economic opportunities that provide the dignity of affordable housing, the empowerment of financial inclusion, the strength of successful businesses, and the sustainability of vibrant communities.
The market value of assets under management of the trust and investment services segment is approximately $5.4 billion as of December 31, 2023. These assets are held by Wesbanco Bank in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco’s Consolidated Balance Sheets.
The market value of assets under management of the trust and investment services segment is approximately $6.0 billion as of December 31, 2024. These assets are held by Wesbanco Bank in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco’s Consolidated Balance Sheets.
For the year ended December 31, 2023, Wesbanco declared cash dividends to its preferred and common shareholders of approximately $10.1 million and $82.9 million, respectively. As of December 31, 2023, Wesbanco Bank was “well capitalized” under the definition in Section 324.403 of the FDIC Regulations.
For the year ended December 31, 2024, Wesbanco declared cash dividends to its preferred and common shareholders of approximately $10.1 million and $90.8 million, respectively. As of December 31, 2024, Wesbanco Bank was “well capitalized” under the definition in Section 324.403 of the FDIC Regulations.
On November 14, 2022, the FDIC assigned a rating of “Outstanding” for Wesbanco Bank’s community development performance for the period of July 2019 through November 2022. The 2022 exam represented the Bank’s eighth consecutive “Outstanding” CRA rating, spanning a period of more than twenty years.
On November 14, 2022, the FDIC assigned a rating of “Outstanding” for Wesbanco Bank’s community development performance for the period of July 2019 through November 2022. The 2022 exam represented the Bank’s eighth consecutive “Outstanding” CRA rating, spanning a period of more than twenty years. Wesbanco expects its next CRA examination in 2025.
The Bank has 192 branches and 183 ATM machines located in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana and Maryland. Total assets of Wesbanco as of December 31, 2023 approximated $17.7 billion. Wesbanco Bank also offers trust and investment services and various alternative investment products including mutual funds and annuities.
The Bank has 181 branches and 188 ATM machines located in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana and Maryland. Total assets of Wesbanco as of December 31, 2024 approximated $18.7 billion. Wesbanco Bank also offers trust and investment services and various alternative investment products including mutual funds and annuities.
As of December 31, 2023, under West Virginia and FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of up to $135.5 million from Wesbanco Bank. Additional information regarding dividend restrictions is set forth in Note 21, “Regulatory Matters,” in the Consolidated Financial Statements.
As of December 31, 2024, under West Virginia and FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of up to $245.0 million from Wesbanco Bank. Additional information regarding dividend restrictions is set forth in Note 22, “Regulatory Matters,” in the Consolidated Financial Statements.
The Wesbanco CDC has received four allocations of New Markets Tax Credits to fund the New Markets Loan Program, and has leveraged those funds to make over 231 loans totaling over $178 million for the benefit of businesses located in low-income, economically distressed communities, and creating over 6,800 jobs.
The Wesbanco CDC has received four allocations of New Markets Tax Credits to fund the New Markets Loan Program, and has leveraged those funds to make over 240 loans totaling in excess of $184 million for the benefit of businesses located in low-income, economically distressed communities, and creating over 7,100 jobs.
It also has qualified a subsidiary of the Bank as a financial subsidiary under the GLB Act. 8 Financial holding company powers relate to “financial activities” that are determined by the Federal Reserve Board, in coordination with the Secretary of the Treasury, to be financial in nature, incidental to an activity that is financial in nature, or complementary to a financial activity, provided that the complementary activity does not pose a safety and soundness risk.
Financial holding company powers relate to “financial activities” that are determined by the Federal Reserve Board, in coordination with the Secretary of the Treasury, to be financial in nature, incidental to an activity that is financial in nature, or complementary to a financial activity, provided that the complementary activity does not pose a safety and soundness risk.
As of December 31, 2023, Wesbanco’s leverage ratio was 9.87% and the Bank’s leverage ratio was 9.93%. As of December 31, 2023, Wesbanco had $131.0 million in junior subordinated debt on its Consolidated Balance Sheets.
As of December 31, 2024, Wesbanco’s leverage ratio was 10.68% and the Bank’s leverage ratio was 10.35%. As of December 31, 2024, Wesbanco had $131.0 million in junior subordinated debt on its Consolidated Balance Sheets.
Our turnover rate for officers was 15% for 2023. Our corporate culture has been established by senior management and overseen by our board of directors.
Our overall turnover rate for 2024 was 17%; however, our turnover rate for officers was 10% for 2024. Our corporate culture has been established by senior management and overseen by our board of directors.
As of December 31, 2023, Wesbanco’s CET1, Tier 1 and total capital to risk-adjusted assets ratios were 10.99%, 12.05% and 14.91%, respectively. Wesbanco made a timely permanent election to exclude accumulated other comprehensive income from regulatory capital.
As of December 31, 2024, Wesbanco’s CET1, Tier 1 and total capital to risk-adjusted assets ratios were 12.07%, 13.06% and 15.88%, respectively. Wesbanco made a timely permanent election to exclude accumulated other comprehensive income from regulatory capital.
In the past five years, Wesbanco originated over $2 billion in community development loans, returning credit and capital to communities throughout its footprint. At the heart of the Bank’s successful community development program is its commitment of time and resources to the communities it serves.
In the past five years, Wesbanco originated nearly $2.4 billion in community development loans, including over $520 million in 2024. At the heart of the Bank’s successful community development program is its commitment of time and resources to the communities it serves.
An affiliate is defined as “any company that controls, or is controlled by, or is under common control with another company.” Therefore, if an insured institution issues a debit card and it, together with its affiliates, has assets exceeding $10 billion, it is subject to this rule.
An affiliate is defined as “any company that controls, or is controlled by, or is under common control with another company.” Therefore, if an insured institution issues a debit card and it, together with its affiliates, has assets exceeding $10 billion, it is subject to this rule. 9 The rule caps debit card interchange fees (also known as swipe fees) at $0.21 plus an additional 0.05% of the value of the transaction.
Critically undercapitalized institutions may not, beginning 60 days after becoming critically undercapitalized, make any payment of principal or interest on their subordinated debt and/or trust preferred securities. In addition, critically undercapitalized institutions are subject to appointment of a receiver or conservator within 90 days of becoming critically undercapitalized.
Critically undercapitalized institutions may not, beginning 60 days after becoming critically undercapitalized, make any payment of principal or interest on their subordinated debt and/or trust preferred securities.
Wesbanco Bank continues to be categorized as a “large bank” under the amended CRA rules. 11 SECURITIES REGULATION Wesbanco’s full service broker-dealer subsidiary, Wesbanco Securities, is registered as a broker-dealer with the SEC and in the states in which it does business. Wesbanco Securities also is a member of FINRA.
SECURITIES REGULATION Wesbanco’s full service broker-dealer subsidiary, Wesbanco Securities, is registered as a broker-dealer with the SEC and in the states in which it does business. Wesbanco Securities also is a member of FINRA. Wesbanco Securities is subject to regulation by the SEC, FINRA and the securities administrators of the states in which it is registered.
Financial institutions with more than $10 billion in assets by the year-end assessment deadline are subject to the cap on interchange income in July of the following year.
Previously, the average interchange fee was approximately $0.44 per transaction for an insured institution. Financial institutions with more than $10 billion in assets by the year-end assessment deadline are subject to the cap on interchange income in July of the following year.
In certain circumstances, defined by regulation relating to levels of earnings and capital, advance notification to, and in some circumstances, approval by the regulator could be required to declare a dividend or repurchase or redeem capital instruments.
In certain circumstances, defined by regulation relating to levels of earnings and capital, advance notification to, and in some circumstances, approval by the regulator could be required to declare a dividend or repurchase or redeem capital instruments. 6 FDIC INSURANCE FDIC insurance premiums are assessed by the FDIC using a risk-based approach that places insured institutions into categories based on capital and risk profiles.
As a result, Wesbanco may be forced to compete more aggressively for loans, deposits, trust and insurance products to grow its market share, potentially reducing its current and future profit potential from such markets. 4 SUPERVISION AND REGULATION As a bank holding company and a financial holding company under federal law, Wesbanco is subject to supervision and examination by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is required to file with the Federal Reserve Board reports and other information regarding its business operations and the business operations of its subsidiaries.
SUPERVISION AND REGULATION As a bank holding company and a financial holding company under federal law, Wesbanco is subject to supervision and examination by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is required to file with the Federal Reserve Board reports and other information regarding its business operations and the business operations of its subsidiaries.
The safety and care of our employees and their families as well as their communities is paramount for us. Of our total employees, 10% or 235 were minorities with 80 or 34% of those officers. Of our 1,105 total officers, 603 or 55% were women. Our turnover rate for 2023 was 19%.
The safety and care of our employees and their families as well as their communities is paramount for us. Of our total employees, over 10% or 227 were minorities with 83 or 37% of those officers. Of our 1,134 total officers, 635 or 56% were women.
Wesbanco has been an active participant in America Saves Week since its inception in 2007 and this was Wesbanco’s eighth consecutive designation for savings excellence.
Wesbanco has been an active participant in America Saves Week since its inception in 2007 and this was Wesbanco’s ninth consecutive designation for savings excellence. In 2024, Wesbanco added the Military Saves and Veterans Saves initiatives to its America Saves programming to help military families meet their special financial goals.
Wesbanco and the Bank were subject to the requirements imposed by the Durbin Amendment because, for purposes of determining whether an issuer has $10 billion in assets, the assets of the institution and its affiliates are combined, effective for transactions beginning in July 2019. 9 Additionally, section 165(i)(2) of the Dodd-Frank Act, as amended by the EGRRCPA, requires annual company-run stress tests for bank holding companies with total consolidated assets greater than $100 billion.
Wesbanco and the Bank were subject to the requirements imposed by the Durbin Amendment because, for purposes of determining whether an issuer has $10 billion in assets, the assets of the institution and its affiliates are combined, effective for transactions beginning in July 2019.
The CRA requires Wesbanco Bank’s primary federal bank regulatory agency, the Federal Deposit Insurance Corporation (FDIC), to assess the Bank’s record in meeting the credit needs of the communities served by the Bank, including low and moderate-income neighborhoods and persons.
Wesbanco has proven to be a leader in its communities by providing loans, deposits and other banking services that are responsive to financial needs. The CRA requires Wesbanco Bank’s primary federal bank regulatory agency, the FDIC, to assess its record in meeting the credit needs of the communities it serves, including low and moderate-income neighborhoods and persons.
In addition, we have engaged in leadership training for senior and middle management supervisors. We annually assess talent through a specific Talent Development Program to identify, promote and build development plans among multiple levels of management. These efforts have resulted in Wesbanco being designated as one of the best workplaces in several markets, including Columbus and Western Pennsylvania.
Wesbanco achieves diversity in our workforce representation by reflecting the makeup of the communities it serves. In addition, we have engaged in leadership training for senior and middle management supervisors. We annually assess talent through a specific Talent Development Program to identify, promote and build development plans among multiple levels of management.
Our hope is that this not only helps us evolve and grow as a company but that it also spreads to all of our other community efforts. In 2023, Wesbanco provided philanthropic donations totaling $0.9 million in support of worthwhile organizations serving communities across our footprint.
These efforts have resulted in Wesbanco being designated as one of the “greatest” workplaces. Our hope is that this not only helps us evolve and grow as a company but that it also spreads to all of our other community efforts.
GRAMM-LEACH-BLILEY ACT Under the Gramm-Leach-Bliley Act (the “GLB Act”), banks are no longer prohibited from associating with, or having management interlocks with, a business organization engaged principally in securities activities. By qualifying as a “financial holding company,” as authorized under the GLB Act, a bank holding company acquires new powers not otherwise available to it.
In addition, critically undercapitalized institutions are subject to appointment of a receiver or conservator within 90 days of becoming critically undercapitalized. 8 GRAMM-LEACH-BLILEY ACT Under the Gramm-Leach-Bliley Act (the “GLB Act”), banks are no longer prohibited from associating with, or having management interlocks with, a business organization engaged principally in securities activities.
We have been able to enhance our diversification through the retention of many of the employees we have acquired through our acquisition strategy who bring a strong skill set and a diverse background. Wesbanco ensures diversity in our workforce representation by reflecting the makeup of the communities it serves.
We are a group with diverse backgrounds and ethnicities and share the same values of dignity and respect for our co-workers, customers, and fellow community members. We have been able to enhance our diversification through the retention of many of the employees we have acquired through our acquisition strategy who bring a strong skill set and a diverse background.
Built upon our ‘Better Banking Pledge’ and our ‘Service & Support Pledge’, our culture, which is both customer and employee-centric, is focused on growing long-term relationships by pledging to serve all personal and business customer needs efficiently and effectively while treating our employees with dignity and respect. Wesbanco completed its first employee engagement survey which focused on employee satisfaction.
Built upon three pillars - Mission, Vision and Pledge, our culture, which is both customer and employee-centric, is focused on growing genuine long-term relationships by pledging to serve all personal and business customer needs efficiently and effectively while embodying respect, creating exceptional customer experiences, ensuring soundness and stability, holding ourselves accountable and being stewards of our communities.
The increase in assessment rate schedules was intended to increase the likelihood that the reserve ratio of the Deposit Insurance Fund reaches the statutory minimum of 1.35% by the statutory deadline of September 30, 2028. CAPITAL REQUIREMENTS The Federal Reserve Board had historically issued risk-based capital ratio and leverage ratio guidelines for bank holding companies.
CAPITAL REQUIREMENTS The Federal Reserve Board had historically issued risk-based capital ratio and leverage ratio guidelines for bank holding companies.
Employees provide thousands of hours of technical assistance and financial education to organizations and agencies that promote community development and Wesbanco has deployed hundreds of thousands of dollars in philanthropic donations to worthy organizations serving local communities in Wesbanco’s service area.
In 2024, Wesbanco employees provided nearly 12,000 hours of technical assistance and financial education to 11 over 640 organizations and schools throughout its footprint. Additionally, Wesbanco contributed over $1 million in philanthropic donations and sponsorships in 2024 to worthy organizations serving local communities in Wesbanco’s service area.
Wesbanco has elected to become a financial holding company under the GLB Act.
By qualifying as a “financial holding company,” as authorized under the GLB Act, a bank holding company acquires new powers not otherwise available to it. Wesbanco has elected to become a financial holding company under the GLB Act. It also has qualified a subsidiary of the Bank as a financial subsidiary under the GLB Act.
Further, our employees provided technical assistance services and financial education to non-profit organizations and area schools that resulted in 11,500 volunteer hours in 2023.
In 2024, Wesbanco provided philanthropic donations and sponsorships totaling over $1.0 million in support of worthwhile organizations serving local communities across our footprint. Further, our employees provided technical assistance services and financial education to over 640 organizations and area schools that resulted in nearly 12,000 volunteer hours in 2024.
To obtain a copy of this report, contact: John Iannone, Wesbanco, Inc., 1 Bank Plaza, Wheeling, West Virginia 26003 (304) 905-7021. HUMAN CAPITAL RESOURCES At December 31, 2023, we employed 2,321 full-time equivalent employees.
To obtain a copy of this report, contact: John Iannone, Wesbanco, Inc., 1 Bank Plaza, Wheeling, West Virginia 26003 (304) 905-7021. ACQUISITION On February 28, 2025, Wesbanco completed its acquisition of Premier Financial Corp. ("Premier"). For additional information regarding the Merger, see Note 2, “Mergers and Acquisitions”.
Removed
We were pleased with the number of participants and their feedback. Wesbanco is in the process of rolling out its second survey in the first quarter of 2024 with a focus on Wesbanco culture.
Added
In addition, the Merger Agreement is filed as an exhibit to this Annual Report on Form 10-K. Premier, headquartered in Defiance, Ohio, is the holding company for Premier Bank.
Removed
Wesbanco has held a Women’s Symposium for over 6 years and in past years, added a Diversity and Inclusion Forum. In 2023, the first, combined and in-person, Wesbanco Diversity, Equity and Inclusion Symposium event was held.
Added
Premier Bank, headquartered in Youngstown, Ohio, operates 73 branches and nine loan offices in Ohio, Michigan, Indiana and Pennsylvania and also serves clients through a team of wealth professionals dedicated to each community banking branch. HUMAN CAPITAL RESOURCES At December 31, 2024, we employed 2,195 full-time equivalent employees.
Removed
This event focused on women, multi-cultural, and LGBTQ+ leadership initiatives as well as allies and sponsors involved in the formation of Employee Resource Groups ("ERGs"). The two-day event included educational information and activities geared toward diversity in leadership and participating in future ERGs. Mentoring, allyship and sponsorship were important focuses in these learning sessions.
Added
As a result, Wesbanco may be forced to compete more aggressively 4 for loans, deposits, trust and insurance products to grow its market share, potentially reducing its current and future profit potential from such markets.
Removed
FDIC INSURANCE FDIC insurance premiums are assessed by the FDIC using a risk-based approach that places insured institutions into categories based on capital and risk profiles.
Added
The increase in 2024's premiums was due to a combination of an increase in the assessment base and assessment rate. Wesbanco Bank’s assessment base increased approximately 5% to $16.8 billion and the assessment rate gradually increased from 7.8 to 8.5 basis points over the year.
Removed
The increase in 2023's premiums was due primarily to an increase in initial base deposit insurance assessment rate schedules uniformly by two basis points, beginning in the first quarterly 6 assessment period of 2023.
Added
Additionally, section 165(i)(2) of the Dodd-Frank Act, as amended by the EGRRCPA, requires annual company-run stress tests for bank holding companies with total consolidated assets greater than $100 billion.
Removed
The rule caps debit card interchange fees (also known as swipe fees) at $0.21 plus an additional 0.05% of the value of the transaction. Previously, the average interchange fee was approximately $0.44 per transaction for an insured institution.
Removed
Wesbanco has proven to be a leader in its communities by providing loans, deposits and other banking services that are responsive to financial needs.
Removed
In October 2023, the federal banking agencies, the Office of the Comptroller of the Currency, the Federal Reserve Board, and the FDIC, released an interagency final rule amending the Community Reinvestment Act.
Removed
The new rule seeks to adapt to changes in the banking industry, such as the digital delivery of financial products and services, and to enhance economic opportunities for low- and moderate-income persons and communities. The amendments have tiered implementation dates, with the majority of the changes effective January 1, 2026.
Removed
Wesbanco Securities is subject to regulation by the SEC, FINRA and the securities administrators of the states in which it is registered.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

27 edited+18 added−3 removed134 unchanged
Biggest changeA new bank or company may bring with it unexpected liabilities, bad loans, or poor employee relations, or the new bank or 19 company may lose customers and the associated revenue. Dilution of book and tangible book value may occur as a result of an acquisition that may not be earned back for several years, if at all.
Biggest changeDilution of book and tangible book value may occur as a result of an acquisition that may not be earned back for several years, if at all. WESBANCO MAY NEED TO RAISE CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN NEEDED OR AT ACCEPTABLE TERMS.
Any such expansion of our business will involve a number of expenses and risks, which may include: • the time and expense associated with identifying and evaluating potential expansions; • the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to target institutions; • the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between commencing these activities and the generation of profits from the expansion; • the risk we could discover undisclosed liabilities resulting from any acquisitions for which we may become responsible; • our financing of the expansion; • the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the combining businesses; • entry into unfamiliar markets; • the introduction of new products and services into our existing business; • the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations; • the risk that benefits such as enhanced earnings that we anticipate from any new acquisitions may not develop and future results of the combined companies may be materially lower from those estimated; and • the risk of loss of key employees and customers.
Any such expansion of our business will involve a number of expenses and risks, which may include: • the time and expense associated with identifying and evaluating potential expansions; • the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to target institutions; • the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between commencing these activities and the generation of profits from the expansion; • the risk we could discover undisclosed liabilities resulting from any acquisitions for which we may become responsible; • our financing of the expansion; • the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the combining businesses; • entry into unfamiliar markets; 19 • the introduction of new products and services into our existing business; • the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations; • the risk that benefits such as enhanced earnings that we anticipate from any new acquisitions may not develop and future results of the combined companies may be materially lower from those estimated; and • the risk of loss of key employees and customers.
In the event that the holders of the Series A Preferred Stock and other holders of voting preferred stock are entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, the number of directors on our board of directors shall automatically increase by two, and the new directors shall be elected at a special meeting called at the request of the holders of record of at least 20% of the Series A Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held only at such next annual or special meeting of shareholders), and at each subsequent annual meeting.
In the event that the holders of the Series A Preferred Stock and other holders of voting preferred stock are entitled to vote for the election of the Preferred Stock Directors following a Nonpayment Event, the number of directors on our board of directors shall automatically increase by two, and the new directors shall 22 be elected at a special meeting called at the request of the holders of record of at least 20% of the Series A Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held only at such next annual or special meeting of shareholders), and at each subsequent annual meeting.
Wesbanco faces banking competition in all the markets it serves from the following: • local, regional and national banks; • savings and loans; • internet banks; • credit unions; • payday lenders and money services businesses; • finance companies; • online trading and robo-advisors; • financial technology companies and other non-bank lenders; and • brokerage firms serving Wesbanco’s market areas.
Wesbanco faces banking competition in all the markets it serves from the following: • local, regional and national banks; • savings and loans; • internet banks; • credit unions; • payday lenders and money services businesses; 18 • finance companies; • online trading and robo-advisors; • financial technology companies and other non-bank lenders; and • brokerage firms serving Wesbanco’s market areas.
Additionally, banks and other financial institutions may have products and services not offered by Wesbanco such as new payment system technologies and cryptocurrency, which may cause current and potential customers to choose those institutions. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits and range and quality of services 17 provided.
Additionally, banks and other financial institutions may have products and services not offered by Wesbanco such as new payment system technologies and cryptocurrency, which may cause current and potential customers to choose those institutions. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits and range and quality of services provided.
These voting rights will continue until dividends on the shares of Series A Preferred Stock and any 21 such series of voting preferred stock for at least four consecutive dividend periods following the Nonpayment Event shall have been fully paid (or declared and a sum sufficient for the payment of such dividends shall have been set aside for payment).
These voting rights will continue until dividends on the shares of Series A Preferred Stock and any such series of voting preferred stock for at least four consecutive dividend periods following the Nonpayment Event shall have been fully paid (or declared and a sum sufficient for the payment of such dividends shall have been set aside for payment).
If Wesbanco is required to rely more heavily on higher cost funding sources, revenues may not increase proportionately to cover these costs, which would adversely affect Wesbanco’s results of operations and financial position. WESBANCO’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS DEPEND ON THE SUCCESSFUL GROWTH OF ITS SUBSIDIARIES.
If Wesbanco is required to rely more heavily on higher cost funding sources, revenues may not increase proportionately to cover these costs, which would adversely affect Wesbanco’s results of operations and financial position. 20 WESBANCO’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS DEPEND ON THE SUCCESSFUL GROWTH OF ITS SUBSIDIARIES.
As of December 31, 2023, Wesbanco had $131.0 million in junior subordinated debt presented as a separate category of long-term debt on its Consolidated Balance Sheets. For regulatory purposes, Trust Preferred Securities totaling $126.9 million underlying such junior subordinated debt were previously included in Tier 1 capital in accordance with regulatory reporting requirements prior to December 31, 2019.
As of December 31, 2024, Wesbanco had $131.0 million in junior subordinated debt presented as a separate category of long-term debt on its Consolidated Balance Sheets. For regulatory purposes, Trust Preferred Securities totaling $126.9 million underlying such junior subordinated debt were previously included in Tier 1 capital in accordance with regulatory reporting requirements prior to December 31, 2019.
Under the CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The allowance for credit losses under CECL is calculated utilizing the PD / LGD, which is then discounted to net present value.
Under the CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The allowance for credit losses under CECL is calculated utilizing the PD divided by the LGD, which is then discounted to net present value.
Competitively priced deposits from other banks may cause a loss of deposits to be replaced by more expensive wholesale funding. Wesbanco also faces competition from financial technology (“FinTech”) companies, who may more efficiently underwrite and close small business and consumer loans as well as more quickly and efficiently open deposit accounts.
Competitively priced deposits from other banks may cause a loss of deposits to be replaced by more expensive wholesale funding. Wesbanco also faces competition from financial technology (“FinTech”) companies, which may more efficiently underwrite and close small business and consumer loans as well as more quickly and efficiently open deposit accounts.
The adoption of new technologies by competitors, including internet banking services, mobile applications, advanced ATM functionality and cryptocurrencies could require Wesbanco to make additional substantial investments to modify or adapt the existing products and services or even radically alter the way Wesbanco conducts business.
The adoption of new technologies by competitors, including internet banking services, mobile applications, advanced ATM functionality, artificial intelligence and cryptocurrencies could require Wesbanco to make additional substantial investments to modify or adapt the existing products and services or even radically alter the way Wesbanco conducts business.
However, Wesbanco may not have the opportunity to make suitable acquisitions on favorable terms in the future, which could negatively impact the growth of its business. Wesbanco expects that other banking and financial companies, many of which have significantly greater resources, will compete to acquire compatible businesses.
Wesbanco continually evaluates opportunities to acquire other businesses. However, Wesbanco may not have the opportunity to make suitable acquisitions on favorable terms in the future, which could negatively impact the growth of its business. Wesbanco expects that other banking and financial companies, many of which have significantly greater resources, will compete to acquire compatible businesses.
Although Wesbanco successfully raised $150 million of Series A preferred stock in 2020 and also issued $150 million of fixed-to-floating subordinated debentures in 2022, Wesbanco’s ability to raise additional Tier 1 or Tier 2 capital for parent company or banking subsidiary needs will depend on conditions and interest rates at that time in the capital markets, overall economic conditions, Wesbanco’s financial performance and condition, and other factors, many of which are outside our control.
Although Wesbanco successfully raised $150 million of Series A preferred stock in 2020, issued $150 million of fixed-to-floating subordinated debentures in 2022 and completed a $200 million private placement of common shares in 2024, Wesbanco’s ability to raise additional Tier 1 or Tier 2 capital for parent company or banking subsidiary needs will depend on conditions and interest rates at that time in the capital markets, overall economic conditions, Wesbanco’s financial performance and condition, and other factors, many of which are outside our control.
RISKS INHERENT IN MUNICIPAL BONDS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S EARNINGS. As of December 31, 2023, approximately 36% of Wesbanco’s total securities portfolio was invested in municipal bonds.
RISKS INHERENT IN MUNICIPAL BONDS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S EARNINGS. As of December 31, 2024, approximately 34% of Wesbanco’s total securities portfolio was invested in municipal bonds.
In a period of rising rates with a relatively flat or inverted yield curve environment, Wesbanco’s cost of funds for banking operations may increase at a faster pace than loan and investment yields. The cost of funds may also increase as a result of future general economic conditions, interest rates and competitive pressures.
In a period of declining rates with a relatively flat or inverted yield curve environment, Wesbanco’s cost of funds for banking operations may not decrease at the same pace as loan and investment yields. The cost of funds may also increase as a result of future general economic conditions, interest rates and competitive pressures.
DETERIORATIONS IN ECONOMIC CONDITIONS IN THIS AREA OR IN THE REAL ESTATE MARKET GENERALLY COULD BE MORE HARMFUL TO THE COMPANY COMPARED TO MORE DIVERSIFIED INSTITUTIONS. 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.
DETERIORATIONS IN ECONOMIC CONDITIONS IN THESE AREAS OR IN THE REAL ESTATE MARKET GENERALLY COULD BE MORE HARMFUL TO THE COMPANY COMPARED TO MORE DIVERSIFIED INSTITUTIONS. As of December 31, 2024, approximately 20% of Wesbanco’s loan portfolio was comprised of residential real estate loans, and 58% was comprised of commercial real estate loans.
Wesbanco conducts an annual review to determine whether goodwill and other identifiable intangible assets are impaired. Wesbanco completed such an impairment analysis in late 2023 and concluded that no impairment charge was necessary for the year ended December 31, 2023. Wesbanco cannot provide assurance that it will not be required to take an impairment charge in the future.
Wesbanco completed such an impairment analysis of goodwill and other intangible assets in late 2024 and concluded that no impairment charge was necessary for the year ended December 31, 2024. Wesbanco cannot provide assurance that it will not be required to take an impairment charge in the future.
Such an attack could result in significant costs to the bank, such as costs to reimburse customers, reissue debit cards and open new customer accounts. 20 The occurrence of any such failure, disruption or security breach of Wesbanco’s information systems, particularly if widespread or resulting in financial losses to our customers, could damage Wesbanco’s reputation, result in a loss of customer business, subject Wesbanco to additional regulatory scrutiny, and expose Wesbanco to civil litigation and possible financial liability.
The occurrence of any such failure, disruption or security breach of Wesbanco’s information systems, particularly if widespread or resulting in financial losses to our customers, could damage Wesbanco’s reputation, result in a loss of customer business, subject Wesbanco to additional regulatory scrutiny, and expose Wesbanco to civil litigation and possible financial liability.
Moreover, the development and maintenance of preventative and detective measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite our efforts, the possibility of these events occurring cannot be eliminated.
Moreover, the development and maintenance of preventative and detective measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.
The risks associated with entering into a new market and any inability to overcome these risks could have a material adverse effect on our business, financial condition or results of operations. SUITABLE ACQUISITION OPPORTUNITIES MAY NOT BE AVAILABLE TO WESBANCO IN THE FUTURE. Wesbanco continually evaluates opportunities to acquire other businesses.
No assurance can be given that Wesbanco will be successful overcoming the risks as disclosed above. The risks associated with entering into a new market and any inability to overcome these risks could have a material adverse effect on our business, financial condition or results of operations. SUITABLE ACQUISITION OPPORTUNITIES MAY NOT BE AVAILABLE TO WESBANCO IN THE FUTURE.
Cyber-attacks on third party retailers or other business establishments that widely accept debit card or check payments could compromise sensitive bank customer information, such as debit card and account numbers.
Despite our efforts, the possibility of these events occurring cannot be eliminated. 21 Cyber-attacks on third party retailers or other business establishments that widely accept debit card or check payments could compromise sensitive bank customer information, such as debit card and account numbers.
In addition, in the future Wesbanco may need to raise additional capital to support its business or to finance acquisitions, if any, or Wesbanco may otherwise elect to raise additional capital in anticipation of future growth opportunities.
Federal and state banking regulators require Wesbanco and its banking subsidiary, Wesbanco Bank, to maintain adequate levels of capital to support its operations. In addition, in the future Wesbanco may need to raise additional capital to support its business or to finance acquisitions, if any, or Wesbanco may otherwise elect to raise additional capital in anticipation of future growth opportunities.
However, even with these policies in place and with an asset-sensitive balance sheet at year-end that should benefit net interest income as interest rates increase, Wesbanco cannot be certain that changes in interest rates or the shape of the interest rate yield curve will not negatively impact its results of operations or financial position.
However, even with these policies in place, Wesbanco cannot be certain that changes in interest rates or the shape of the interest rate yield curve will not negatively impact its results of operations or financial position.
We can give no assurance that integration efforts for any future acquisitions will be successful. Our inability to successfully integrate future acquisitions could have a material adverse effect on our business, financial condition or results of operations.
We can give no assurance that integration efforts for any future acquisitions will be successful. Our inability to successfully integrate future acquisitions could have a material adverse effect on our business, financial condition or results of operations. In addition, we may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders.
Such entities may not be profitable after they are purchased or established, and they may lose money or be dilutive to earnings per share, particularly for the first few years.
Such entities may not be profitable after they are purchased or established, and they may lose money or be dilutive to earnings per share, particularly for the first few years. A new bank or company may bring with it unexpected liabilities, bad loans, or poor employee relations, or the new bank or company may lose customers and the associated revenue.
Any impairment charge would have a negative effect on its shareholders’ equity and financial results and may cause a decline in our stock price. OPERATIONAL RISKS DUE TO INCREASED COMPETITION, WESBANCO MAY NOT BE ABLE TO ATTRACT AND RETAIN BANKING CUSTOMERS AT CURRENT LEVELS.
Any impairment charge would have a negative effect on its shareholders’ equity and financial results and may cause a decline in our stock price.
Wesbanco’s goodwill was approximately $1.1 billion or 43% and $1.1 billion or 45% of stockholders’ equity as of December 31, 2023 and 2022, respectively. Under current accounting standards, if Wesbanco determines that goodwill or intangible assets are impaired, it is required to write down the carrying value of these assets.
Wesbanco’s goodwill was approximately $1.1 billion or 39% and $1.1 billion or 43% of stockholders’ equity as of December 31, 2024 and 2023, respectively. Under current accounting standards, an entity is required to test the carrying amount of a reporting unit's goodwill for impairment on an annual basis.
Removed
The increase in interest rates in 2023 caused a decrease in the fair value of securities within our investment portfolio of which the unrealized losses were recorded in other comprehensive income.
Added
In addition, an entity should also test goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.
Removed
In addition, 18 we may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders. No assurance can be given that Wesbanco will be successful overcoming the risks as disclosed above.
Added
RISKS RELATING TO THE PREMIER FINANCIAL MERGER Although we expect that our acquisition of Premier FINANCIAL will result in cost savings, synergies and other benefits, the combined company may not realize those benefits because of integration difficulties and other challenges.
Removed
WESBANCO MAY NEED TO RAISE CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN NEEDED OR AT ACCEPTABLE TERMS. Federal and state banking regulators require Wesbanco and its banking subsidiary, Wesbanco Bank, to maintain adequate levels of capital to support its operations.
Added
The success of our acquisition of Premier Financial (as here and after defined) will depend in large part on the success of the management of the combined company in integrating the operations, strategies, technologies and personnel of the two companies following the completion of the Merger.
Added
The combined company may fail to realize some or all of the anticipated benefits of the Merger (as here and after defined) if the integration process takes longer than expected or is more costly than expected.
Added
The failure of the combined company to meet the challenges involved in successfully integrating the operations of the two companies or to otherwise realize any of the anticipated benefits of the Merger, including additional cost savings and synergies, could impair the operations of the combined company.
Added
In addition, we anticipate that the overall integration of Premier Financial will be a time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt the combined company’s business.
Added
Potential difficulties the combined company may encounter in the integration process include the following: • the integration of management teams, strategies, technologies and operations, products and services; • the disruption of ongoing businesses and distraction of their respective management teams from ongoing business concerns; • the retention of and possible decrease in business from the existing customers of both companies; • the creation of uniform standards, controls, procedures, policies and information systems; • the reduction of the costs associated with each company’s operations; 17 • the integration of corporate cultures and maintenance of employee morale; • the retention of key employees; and • potential unknown liabilities associated with the Merger.
Added
The anticipated cost savings, synergies and other benefits of the Merger assume a successful integration of the companies and are based on projections and other assumptions, which are inherently uncertain. Even if integration is successful, anticipated cost savings, synergies and other benefits may not be achieved. We have incurred, and will incur, significant transaction-related costs in connection with the Merger.
Added
We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement (as here and after defined), as well as the costs and expenses of filing, printing and mailing a joint proxy statement/prospectus, and filing and other fees to be paid to the SEC and other regulatory agencies in connection with the Merger.
Added
These fees and costs will be significant. In addition, we have incurred significant costs with respect to the issuance and sale of shares of our common stock to investors in a private placement (the “Private Placement”) pursuant to a Securities Purchase Agreement that anticipated the Merger.
Added
In addition, we also expect to incur a number of non-recurring transaction-related costs associated with combining the operations of the two companies and achieving desired synergies. Additional unanticipated costs may be incurred in the integration of our business with the business of Premier Financial.
Added
There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.
Added
We are subject to business uncertainties and contractual restrictions DURING THE INTEGRATION PROCESS, which could adversely affect our business and operations. In connection with the Merger, parties with which we do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with us or the combined business.
Added
It is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us as a result of the Merger, which could negatively affect our revenues, earnings and cash flows, as well as the market price of shares of our common stock.
Added
In addition, the process of planning and integrating two businesses and organizations for the post-Merger period can divert management attention and resources and could ultimately have an adverse effect on us. The market price of our common stock may decline in the future as a result of the Merger.
Added
The market price of our common stock may decline in the future as a result of the Merger for a number of reasons, including due to: • an unsuccessful integration of Premier Financial (including for the reasons set forth in the preceding risk factors); or • the failure of the combined company to achieve the perceived benefits of the Merger, including financial results, as rapidly as or to the extent anticipated by financial or industry analysts.
Added
These factors are, to some extent, beyond our control. As a consequence, our shareholders could lose the value of their investment in our common stock. OPERATIONAL RISKS DUE TO INCREASED COMPETITION, WESBANCO MAY NOT BE ABLE TO ATTRACT AND RETAIN BANKING CUSTOMERS AT CURRENT LEVELS.
Added
Such an attack could result in significant costs to the bank, such as costs to reimburse customers, reissue debit cards and open new customer accounts.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+7 added−5 removed2 unchanged
Biggest changeAs such, third-party risk management processes are aligned with regulatory requirements and are another key focus area within the bank's enterprise risk management framework. Wesbanco employs a third-party risk management program that includes a systematic evaluation of potential risks associated with engaging third-party vendors, suppliers or partners that may have access to Wesbanco’s sensitive information, systems or networks.
Biggest changeWesbanco employs a third-party risk management program that includes a systematic evaluation of potential risks associated with engaging third-party vendors, suppliers or partners that may have access to Wesbanco’s sensitive information, systems or networks. This process is also intended to provide for the security and integrity of Wesbanco’s data that may be stored on third-party systems.
Wesbanco’s Information Security and Cybersecurity program is integrated into its overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.
Wesbanco’s Information Security and Cybersecurity program is integrated into its overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, 23 compliance, strategic, operational and financial risk areas.
We face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Item 1A, “Risk Factors – Interruption to Our Information Systems or Breaches in Security Could Adversely Affect Wesbanco’s Operations.”
We face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Item 1A, “Risk Factors – Interruption to Our Information Systems or Breaches in Security Could Adversely Affect Wesbanco’s Operations.” for additional detail. 24
The Enterprise Risk Management Committee is a board-level committee that focuses on enterprise risk which is inclusive of cybersecurity risks. Multiple directors have decades of experience, not only in the banking sector, but also have been responsible for cybersecurity and technology departments at larger organizations.
The Enterprise Risk Management Committee is a board-level committee focusing on enterprise risk, including cybersecurity risks. Multiple directors have decades of experience, not only in the banking sector, but also have been responsible for cybersecurity and technology departments at larger organizations.
Wesbanco generally approaches cybersecurity threats through a cross-functional, multi-layered approach, with the specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to Wesbanco; (ii) maintaining the confidence of its customers and business partners; and (iii) preserving the confidentiality of its customers’ and employees’ information.
ITEM 1C. CY BERSECURITY Risk Management & Strategy​ Wesbanco generally approaches cybersecurity threats through a cross-functional, multi-layered approach, with the specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to Wesbanco; (ii) maintaining the confidence of its customers and business partners; and (iii) preserving the confidentiality of its customers’ and employees’ information.
In addition, management updates our Enterprise Risk Management Committee, as necessary, regarding significant cybersecurity incidents. Our Enterprise Risk Management Committee regularly reports to the full Board of Directors regarding its activities, including those related to cybersecurity.
Our Enterprise Risk Management Committee regularly reports to the full Board of Directors regarding its activities, including those related to cybersecurity.
The Chief Security Officer is responsible for providing the Information Security strategy and operational planning for the overall Information Security program. The Chief Security Officer has multiple decades of experience in the industry, advanced education degrees, and holds industry standard technical and security certifications.
The Chief Security Officer is responsible for providing the Information Security strategy and operational planning for the overall Information Security program, and has decades of experience in the industry, advanced education degrees, and holds industry standard technical and security certifications. Several members of the Information Security team also hold multiple security certifications that tie directly to their job responsibilities.
The bank's cybersecurity strategy and roadmap is frequently evaluated and updated according to multiple inputs including any tangible cybersecurity incidents. Cybersecurity threats, a security strategy roadmap, and key risk indicators are shared with management and the board of directors through both committee reporting structures and periodic reports of the Chief Security Officer.
Governance​ Cybersecurity threats, a security strategy roadmap, and key risk indicators are shared with management and the board of directors through both committee reporting structures and periodic reports of the Chief Security Officer. In addition, management updates our Enterprise Risk Management Committee, as necessary, regarding significant cybersecurity incidents.
Third-party providers are evaluated during onboarding and throughout the ongoing relationship based on the level of risk that the service being provided presents to the organization. The evaluation process includes a thorough review of operational practices related to cybersecurity and considers factors that impact the protection of bank and customer data.
The process identifies and addresses potential security vulnerabilities, safeguarding Wesbanco’s information assets and reducing the overall risk of cyber threats. Third-party providers are evaluated during onboarding and throughout the ongoing relationship based on the level of risk that the service being provided presents to the organization.
Cybersecurity risks continue to evolve with certain risks leading the way. Risks experienced in the last year involved third party service providers, with no material impact to Wesbanco related to these incidents. Wesbanco continues to foster a risk averse focus and leverages various threat intelligence sources to continually evaluate current and future risks to the organization.
The evaluation process includes a thorough review of operational practices related to cybersecurity and considers factors that impact the protection of bank and customer data. Wesbanco continues to foster a risk averse focus and leverages various threat intelligence sources to continually evaluate current and future risks to the organization.
Removed
ITEM 1C. CY BERSECURITY Wesbanco maintains an Information Security and Cybersecurity program that is responsive to statutory and regulatory requirements, which includes policies, standards, rigorous testing by internal and external parties pursuant to those standards and policies and operating procedures.
Added
The bank also partners with trusted security vendors to enhance incident response capabilities, evaluate framework and compliance assessments, provide continuous monitoring, provide guidance on strategies, evaluate compliance with existing laws and regulations, design and implement cyber policies and procedures, and provide threat intelligence services.
Removed
The bank also partners with trusted security vendors to help ensure that the security control infrastructure adequately addresses current and emerging technical threats with appropriate countermeasures.
Added
As detailed in Item 1A "Risk Factors - Risks Related to the Use of Technology", third-party technology relationships pose a risk to the organization. As such, third-party risk management processes are aligned with regulatory requirements and are another key focus area within the bank's enterprise risk management framework.
Removed
This oftentimes includes the engagement of consultative assistance for each of the three lines of defense to ensure appropriate technical expertise exists in the control area that is being evaluated and to maintain best practices. 22 As detailed in the risks related to the use of technology, third-party technology relationships pose a risk to the organization.
Added
The bank invests in continuing education of the security team and in technologies that help protect its systems and data. Required security awareness training is provided to all employees to ensure that corporate policies are understood and followed. The bank's cybersecurity strategy and roadmap are frequently evaluated and updated according to multiple inputs including any tangible cybersecurity incidents.
Removed
This process is also intended to provide for the security and integrity of Wesbanco’s data that may be stored on third-party systems. The process identifies and addresses potential security vulnerabilities, safeguarding Wesbanco’s information assets and reducing the overall risk of cyber threats.
Added
Incident Management and Response is led by a cross functional incident response team that handles critical incidents inclusive of cybersecurity incidents. In addition to handling critical incidents, the response team coordinates an annual tabletop exercise aimed at continually practicing documented incident response processes. These tabletop exercises include participation from executive leadership and periodically members of the board of directors.
Removed
Several members of the Information Security leadership team also hold multiple security certifications that tie directly to their job responsibilities.
Added
The Incident Response team is chaired by the Chief Security Officer and membership of the Incident Response team includes representation from Human Resources, Information Technology, Fraud and BSA, Corporate Communications, Risk Management, Investor Relations, Retail Banking, Compliance, Bank Operations, Legal Counsel, Customer Support, and Digital Banking and Payments.
Added
The Technology Governance Committee, a management level steering committee also receives periodic reports from the Chief Security Officer for security risk assessments, security program effectiveness evaluations, occurrence and response to cyber incidents, effectiveness of mitigation strategies, regulatory compliance, and external assessments and benchmarking.
Added
These certifications include, but are not limited to, ISC2 Certified Information Systems Security Professional (CISSP), ISACA Certified Information Systems Auditor (CISA), ISACA Certified Information Security Manager (CISM), EC-Council Certified Ethical Hacker (CEH), CompTIA Security+, CompTIA CySA+, CompTIA CASP+, and CompTIA PenTest+.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed3 unchanged
Biggest changeAt various building locations, Wesbanco rents or makes available commercial office space to unrelated businesses. Rental income totaled $1.6 million, $1.7 million and $1.8 million in 2023, 2022 and 2021, respectively. For additional disclosures related to Wesbanco’s properties, other fixed assets and leases, please refer to Note 5, “Premises and Equipment” in the Consolidated Financial Statements. 23
Biggest changeAt various building locations, Wesbanco rents or makes available commercial office space to unrelated businesses. Rental income totaled $1.1 million, $1.6 million and $1.7 million in 2024, 2023 and 2022, respectively. For additional disclosures related to Wesbanco’s properties, other fixed assets and leases, please refer to Note 6, “Premises and Equipment” in the Consolidated Financial Statements.
ITEM 2. PR OPERTIES Wesbanco’s subsidiaries generally own their respective offices, related facilities and any unimproved real property held for future expansion. At December 31, 2023, Wesbanco operated 192 banking offices in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana and Maryland, of which 141 were owned and 51 were leased.
ITEM 2. PR OPERTIES Wesbanco’s subsidiaries generally own their respective offices, related facilities and any unimproved real property held for future expansion. At December 31, 2024, Wesbanco operated 181 banking offices in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana and Maryland, of which 136 were owned and 45 were leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed1 unchanged
Biggest changeSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The following table shows the activity in Wesbanco's stock repurchase plan and other purchases for the quarter ended December 31, 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans (2) Maximum Number of Shares that May Yet Be Purchased Under the Plans Balance at September 30, 2023 1,021,901 October 1, 2023 to October 31, 2023 37,129 $ 24.49 — 1,021,901 November 1, 2023 to November 30, 2023 1,239 26.88 — 1,021,901 December 1, 2023 to December 31, 2023 1,308 29.76 — 1,021,901 Total 39,676 $ 24.74 — 1,021,901 ______ (1) Total shares purchased consist of open market purchases transacted in the 401(k) for employee benefit and dividend reinvestment plans.
Biggest changeSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The following table shows the activity in Wesbanco's stock repurchase plan and other purchases for the quarter ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans (2) Maximum Number of Shares that May Yet Be Purchased Under the Plans Balance at September 30, 2024 972,298 October 1, 2024 to October 31, 2024 31,722 $ 29.48 — 972,298 November 1, 2024 to November 30, 2024 852 35.98 — 972,298 December 1, 2024 to December 31, 2024 735 34.33 — 972,298 Total 33,309 $ 29.75 — 972,298 ______ (1) Total shares purchased consist of open market purchases transacted in the 401(k) for employee benefit and dividend reinvestment plans.
As of December 31, 2023, Wesbanco had one active stock repurchase plan which was approved by the Board of Directors on February 24, 2022 for 3.2 million shares. This plan provides for shares to be repurchased for general corporate purposes, which may include a subsequent resource for potential acquisitions, shareholder dividend reinvestment and/or employee benefit plans.
As of December 31, 2024, Wesbanco had one active stock repurchase plan which was approved by the Board of Directors on February 24, 2022 for 3.2 million shares. This plan provides for shares to be repurchased for general corporate purposes, which may include a subsequent resource for potential acquisitions, shareholder dividend reinvestment and/or employee benefit plans.
(2) Consists of open market purchases and shares purchased from employees for the payment of withholding taxes to facilitate a stock compensation transaction. 25 The following graph shows a comparison of cumulative total shareholder returns for Wesbanco, the Russell 2000 Index and the S&P Regional Banks Select Industry Index.
(2) Consists of open market purchases and shares purchased from employees for the payment of withholding taxes to facilitate a stock compensation transaction. 26 The following graph shows a comparison of cumulative total shareholder returns for Wesbanco, the Russell 2000 Index and the S&P Regional Banks Select Industry Index.
The number of holders does not include Wesbanco employees who have purchased stock or had stock allocated to them through Wesbanco’s Employee Stock Ownership and 401(k) plan (the “401(k)”). All Wesbanco employees who meet the eligibility requirements of the 401(k) are included in this retirement plan.
The number of holders does not include Wesbanco employees who have purchased stock or had stock allocated to them through Wesbanco’s 401(k) plan (the “401(k)”). All Wesbanco employees who meet the eligibility requirements of the 401(k) are included in this retirement plan.
The total shareholder return assumes a $100 investment in the common stock of Wesbanco and each index since December 31, 2018 with reinvestment of dividends.
The total shareholder return assumes a $100 investment in the common stock of Wesbanco and each index since December 31, 2019 with reinvestment of dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED S TOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Wesbanco’s common stock is quoted on the Nasdaq Global Select Stock Market under the symbol WSBC. The approximate number of record holders of Wesbanco’s $2.0833 par value common stock as of February 14, 2024 was 6,887.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED S TOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Wesbanco’s common stock is quoted on the Nasdaq Global Select Stock Market under the symbol WSBC. The approximate number of record holders of Wesbanco’s $2.0833 par value common stock as of February 20, 2025 was 6,551.
The timing, price and quantity of purchases are at the discretion of Wesbanco, and the plan may be discontinued or suspended at any time. The plan has 1,021,901 shares remaining for repurchase. Repurchases in the fourth quarter included open market purchases and those for the 401(k) and dividend reinvestment plans.
The timing, price and quantity of purchases are at the discretion of Wesbanco, and the plan may be discontinued or suspended at any time. The plan has 972,298 shares remaining for repurchase. Repurchases in the fourth quarter included those for the 401(k) and dividend reinvestment plans.
Removed
Period Ending December 31, December 31, December 31, December 31, December 31, December 31, Index 2018 2019 2020 2021 2022 2023 Wesbanco, Inc. 100.00 106.54 89.01 107.95 118.62 105.70 Russell 2000 100.00 125.53 150.58 172.90 137.56 160.85 S&P Regional Banks Select Industry Index 100.00 127.64 118.58 165.90 141.42 130.91
Added
Period Ending December 31, December 31, December 31, December 31, December 31, December 31, Index 2019 2020 2021 2022 2023 2024 Wesbanco, Inc. 100.00 83.55 101.33 111.34 99.22 107.94 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 S&P Regional Banks Select Industry Index 100.00 92.90 129.98 110.80 102.56 122.17

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

223 edited+29 added−64 removed149 unchanged
Biggest changeFor the years ended December 31, (dollars in thousands, except per share amounts) 2023 2022 2021 Tangible common equity to tangible assets: Total shareholders’ equity $ 2,533,062 $ 2,426,662 $ 2,693,166 Less: goodwill and other intangible assets, net of deferred tax liability (1,124,811 ) (1,131,990 ) (1,140,111 ) Tangible equity 1,408,251 1,294,672 1,553,055 Less: preferred shareholders' equity (144,484 ) (144,484 ) (144,484 ) Tangible common equity 1,263,767 1,150,188 1,408,571 Total assets 17,712,374 16,931,905 16,927,125 Less: goodwill and other intangible assets, net of deferred tax liability (1,124,811 ) (1,131,990 ) (1,140,111 ) Tangible assets $ 16,587,563 $ 15,799,915 $ 15,787,014 Tangible equity to tangible assets 8.49 % 8.19 % 9.84 % Tangible common equity to tangible assets 7.62 % 7.28 % 8.92 % Tangible book value per share: Total shareholders’ equity $ 2,533,062 $ 2,426,662 $ 2,693,166 Less: goodwill and other intangible assets, net of deferred tax liability (1,124,811 ) (1,131,990 ) (1,140,111 ) Less: preferred shareholders' equity (144,484 ) (144,484 ) (144,484 ) Tangible common equity 1,263,767 1,150,188 1,408,571 Common shares outstanding 59,376,435 59,198,963 62,307,245 Tangible book value per share at year end $ 21.28 $ 19.43 $ 22.61 Return on average tangible equity: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: amortization of intangibles, net of tax 7,180 8,120 9,051 Net income available to common shareholders before amortization of intangibles 156,087 190,108 241,186 Average total shareholders’ equity 2,474,627 2,515,509 2,764,337 Less: average goodwill and other intangibles, net of deferred tax liability (1,128,277 ) (1,136,062 ) (1,144,698 ) Average tangible equity $ 1,346,350 $ 1,379,447 $ 1,619,639 Return on average tangible equity 11.59 % 13.78 % 14.89 % Average tangible common equity $ 1,201,866 $ 1,234,963 $ 1,475,155 Return on average tangible common equity 12.99 % 15.39 % 16.35 % Return on average tangible assets: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: amortization of intangibles, net of tax 7,180 8,120 9,051 Net income before amortization of intangibles 156,087 190,108 241,186 Average total assets 17,259,720 16,879,541 16,928,377 Less: average goodwill and other intangibles, net of deferred tax liability (1,128,277 ) (1,136,062 ) (1,144,698 ) Average tangible assets $ 16,131,443 $ 15,743,479 $ 15,783,679 Return on average tangible assets 0.97 % 1.21 % 1.53 % Efficiency ratio: Non-interest expense $ 390,002 $ 356,966 $ 353,143 Less: restructuring and merger-related expense (3,830 ) (1,723 ) (6,717 ) Non-interest expense excluding restructuring and merger-related expense 386,172 355,243 346,426 Net interest income on a fully-taxable equivalent basis 486,343 479,315 462,229 Non-interest income 120,447 117,391 132,785 Net interest income on a fully-taxable equivalent basis plus non-interest income $ 606,790 $ 596,706 $ 595,014 Efficiency ratio 63.64 % 59.53 % 58.22 % Net income per common shareholders, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: after-tax restructuring and merger-related expenses (1) 3,026 1,361 5,306 Net income per common shareholders, excluding after-tax restructuring and merger-related expenses $ 151,933 $ 183,349 $ 237,441 32 For the years ended December 31, (dollars in thousands, except per share amounts) 2023 2022 2021 Net income per common share - diluted, excluding after-tax restructuring and merger-related expenses: Net income per common share - diluted $ 2.51 $ 3.02 $ 3.53 Add: after-tax restructuring and merger-related expenses per common share - diluted (1) 0.05 0.02 0.09 Net income per common share - diluted, excluding after-tax restructuring and merger-related expenses $ 2.56 $ 3.04 $ 3.62 Return on average equity, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: after-tax restructuring and merger-related expenses (1) 3,026 1,361 5,306 Net income available to common shareholders, excluding after-tax restructuring and merger-related expenses 151,933 183,349 237,441 Average total shareholders’ equity $ 2,474,627 $ 2,515,509 $ 2,764,337 Return on average equity, excluding after-tax restructuring and merger-related expenses 6.14 % 7.29 % 8.59 % Return on average tangible equity, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: after-tax restructuring and merger-related expenses (1) 3,026 1,361 5,306 Add: amortization of intangibles, net of tax 7,180 8,120 9,051 Net income available to common shareholders before amortization of intangibles and excluding after-tax restructuring and merger-related expenses 159,113 191,469 246,492 Average total shareholders’ equity 2,474,627 2,515,509 2,764,337 Less: average goodwill and other intangibles, net of deferred tax liability (1,128,277 ) (1,136,062 ) (1,144,698 ) Average tangible equity $ 1,346,350 $ 1,379,447 $ 1,619,639 Return on average tangible equity, excluding after-tax restructuring and merger-related expenses 11.82 % 13.88 % 15.22 % Average tangible common equity $ 1,201,866 $ 1,234,963 $ 1,475,155 Return on average tangible common equity, excluding after-tax restructuring and merger-related expenses 13.24 % 15.50 % 16.71 % Return on average assets, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: after-tax restructuring and merger-related expenses (1) 3,026 1,361 5,306 Net income available to common shareholders, excluding after-tax restructuring and merger-related expenses 151,933 183,349 237,441 Average total assets $ 17,259,720 $ 16,879,541 $ 16,928,377 Return on average tangible assets, excluding after-tax restructuring and merger-related expenses 0.88 % 1.09 % 1.40 % Return on average tangible assets, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 148,907 $ 181,988 $ 232,135 Add: amortization of intangibles, net of tax 7,180 8,120 9,051 Add: after-tax restructuring and merger-related expenses (1) 3,026 1,361 5,306 Net income available to common shareholders, before amortization of intangibles and excluding after-tax restructuring and merger-related expenses 159,113 191,469 246,492 Average total assets 17,259,720 16,879,541 16,928,377 Less: average goodwill and other intangibles, net of deferred tax liability (1,128,277 ) (1,136,062 ) (1,144,698 ) Average tangible assets $ 16,131,443 $ 15,743,479 $ 15,783,679 Return on average tangible assets, excluding after-tax restructuring and merger-related expenses 0.99 % 1.22 % 1.56 % Dividend payout ratio, excluding after-tax restructuring and merger related expenses: Dividends declared per common share $ 1.41 $ 1.37 $ 1.32 Net income per common share - diluted 2.51 3.02 3.53 Add: after-tax restructuring and merger-related expenses per diluted share (1) 0.05 0.02 0.09 Net income per common share - diluted, excluding after-tax restructuring and merger-related expenses $ 2.56 $ 3.04 $ 3.62 Dividend payout ratio, excluding after-tax restructuring and merger related expenses 55.08 45.07 36.46 (1) Tax effected at 21% for all periods presented. 33 RESULTS OF OPERATIONS EARNINGS SUMMARY For the twelve months ended December 31, 2023, net income available to common shareholders was $148.9 million, or $2.51 per diluted share, compared to $182.0 million, or $3.02 per diluted share.
Biggest changeFor the years ended December 31, (dollars in thousands, except per share amounts) 2024 2023 2022 Tangible common equity to tangible assets: Total shareholders’ equity $ 2,790,281 $ 2,533,062 $ 2,426,662 Less: goodwill and other intangible assets, net of deferred tax liability (1,118,293 ) (1,124,811 ) (1,131,990 ) Tangible equity 1,671,988 1,408,251 1,294,672 Less: preferred shareholders' equity (144,484 ) (144,484 ) (144,484 ) Tangible common equity 1,527,504 1,263,767 1,150,188 Total assets 18,684,298 17,712,374 16,931,905 Less: goodwill and other intangible assets, net of deferred tax liability (1,118,293 ) (1,124,811 ) (1,131,990 ) Tangible assets $ 17,566,005 $ 16,587,563 $ 15,799,915 Tangible equity to tangible assets 9.52 % 8.49 % 8.19 % Tangible common equity to tangible assets 8.70 % 7.62 % 7.28 % Tangible book value per share: Total shareholders’ equity $ 2,790,281 $ 2,533,062 $ 2,426,662 Less: goodwill and other intangible assets, net of deferred tax liability (1,118,293 ) (1,124,811 ) (1,131,990 ) Less: preferred shareholders' equity (144,484 ) (144,484 ) (144,484 ) Tangible common equity 1,527,504 1,263,767 1,150,188 Common shares outstanding 66,919,805 59,376,435 59,198,963 Tangible book value per share at year end $ 22.83 $ 21.28 $ 19.43 Return on average tangible equity: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: amortization of intangibles, net of tax 6,518 7,180 8,120 Net income available to common shareholders before amortization of intangibles 147,903 156,087 190,108 Average total shareholders’ equity 2,653,174 2,474,627 2,515,509 Less: average goodwill and other intangibles, net of deferred tax liability (1,121,472 ) (1,128,277 ) (1,136,062 ) Average tangible equity $ 1,531,702 $ 1,346,350 $ 1,379,447 Return on average tangible equity 9.66 % 11.59 % 13.78 % Average tangible common equity $ 1,387,218 $ 1,201,866 $ 1,234,963 Return on average tangible common equity 10.66 % 12.99 % 15.39 % Return on average tangible assets: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: amortization of intangibles, net of tax 6,518 7,180 8,120 Net income before amortization of intangibles 147,903 156,087 190,108 Average total assets 18,122,625 17,259,720 16,879,541 Less: average goodwill and other intangibles, net of deferred tax liability (1,121,472 ) (1,128,277 ) (1,136,062 ) Average tangible assets $ 17,001,153 $ 16,131,443 $ 15,743,479 Return on average tangible assets 0.87 % 0.97 % 1.21 % Efficiency ratio: Non-interest expense $ 401,871 $ 390,002 $ 356,966 Less: restructuring and merger-related expense (6,400 ) (3,830 ) (1,723 ) Non-interest expense excluding restructuring and merger-related expense 395,471 386,172 355,243 Net interest income on a fully-taxable equivalent basis 483,016 486,343 479,315 Non-interest income 127,983 120,447 117,391 Net interest income on a fully-taxable equivalent basis plus non-interest income $ 610,999 $ 606,790 $ 596,706 Efficiency ratio 64.73 % 63.64 % 59.53 % Net income per common shareholders, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: after-tax restructuring and merger-related expenses (1) 5,056 3,026 1,361 Net income per common shareholders, excluding after-tax restructuring and merger-related expenses $ 146,441 $ 151,933 $ 183,349 33 For the years ended December 31, (dollars in thousands, except per share amounts) 2024 2023 2022 Net income per common share - diluted, excluding after-tax restructuring and merger-related expenses: Net income per common share - diluted $ 2.26 $ 2.51 $ 3.02 Add: after-tax restructuring and merger-related expenses per common share - diluted (1) 0.08 0.05 0.02 Net income per common share - diluted, excluding after-tax restructuring and merger-related expenses $ 2.34 $ 2.56 $ 3.04 Return on average equity, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: after-tax restructuring and merger-related expenses (1) 5,056 3,026 1,361 Net income available to common shareholders, excluding after-tax restructuring and merger-related expenses 146,441 151,933 183,349 Average total shareholders’ equity $ 2,653,174 $ 2,474,627 $ 2,515,509 Return on average equity, excluding after-tax restructuring and merger-related expenses 5.52 % 6.14 % 7.29 % Return on average tangible equity, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: after-tax restructuring and merger-related expenses (1) 5,056 3,026 1,361 Add: amortization of intangibles, net of tax 6,518 7,180 8,120 Net income available to common shareholders before amortization of intangibles and excluding after-tax restructuring and merger-related expenses 152,959 159,113 191,469 Average total shareholders’ equity 2,653,174 2,474,627 2,515,509 Less: average goodwill and other intangibles, net of deferred tax liability (1,121,472 ) (1,128,277 ) (1,136,062 ) Average tangible equity $ 1,531,702 $ 1,346,350 $ 1,379,447 Return on average tangible equity, excluding after-tax restructuring and merger-related expenses 9.99 % 11.82 % 13.88 % Average tangible common equity $ 1,387,218 $ 1,201,866 $ 1,234,963 Return on average tangible common equity, excluding after-tax restructuring and merger-related expenses 11.03 % 13.24 % 15.50 % Return on average assets, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: after-tax restructuring and merger-related expenses (1) 5,056 3,026 1,361 Net income available to common shareholders, excluding after-tax restructuring and merger-related expenses 146,441 151,933 183,349 Average total assets $ 18,122,625 $ 17,259,720 $ 16,879,541 Return on average tangible assets, excluding after-tax restructuring and merger-related expenses 0.81 % 0.88 % 1.09 % Return on average tangible assets, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 141,385 $ 148,907 $ 181,988 Add: amortization of intangibles, net of tax 6,518 7,180 8,120 Add: after-tax restructuring and merger-related expenses (1) 5,056 3,026 1,361 Net income available to common shareholders, before amortization of intangibles and excluding after-tax restructuring and merger-related expenses 152,959 159,113 191,469 Average total assets 18,122,625 17,259,720 16,879,541 Less: average goodwill and other intangibles, net of deferred tax liability (1,121,472 ) (1,128,277 ) (1,136,062 ) Average tangible assets $ 17,001,153 $ 16,131,443 $ 15,743,479 Return on average tangible assets, excluding after-tax restructuring and merger-related expenses 0.90 % 0.99 % 1.22 % Dividend payout ratio, excluding after-tax restructuring and merger related expenses: Dividends declared per common share $ 1.45 $ 1.41 $ 1.37 Net income per common share - diluted 2.26 2.51 3.02 Add: after-tax restructuring and merger-related expenses per diluted share (1) 0.08 0.05 0.02 Net income per common share - diluted, excluding after-tax restructuring and merger-related expenses $ 2.34 $ 2.56 $ 3.04 Dividend payout ratio, excluding after-tax restructuring and merger related expenses 61.97 55.08 45.07 (1) Tax effected at 21% for all periods presented. 34 RESULTS OF OPERATIONS EARNINGS SUMMARY For the year 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 year ended December 31, 2023.
The allowance for credit losses specific to loans reduces the loan portfolio to the net amount expected to be collected, representing the lifetime expected credit losses at the initial origination date. Similarly, an allowance for unfunded loan commitments, which is recorded in other liabilities, represents expected losses on unfunded commitments.
Allowance for Credit Losses— The allowance for credit losses specific to loans reduces the loan portfolio to the net amount expected to be collected, representing the lifetime expected credit losses at the initial origination date. Similarly, an allowance for unfunded loan commitments, which is recorded in other liabilities, represents expected losses on unfunded commitments.
Wesbanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
Wesbanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
Market values are determined by obtaining current appraisals or evaluations, whichever is appropriate or required by banking regulations, based on the amount financed prior to the loan being made.
Market values are determined by obtaining current appraisals or evaluations, whichever is appropriate or required by banking regulations, based on the amount financed prior to the loan being made.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 27, 2023.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 27, 2023.
The allowance is increased by a provision charged to operating expense and reduced by charge-offs, net of recoveries. Management evaluates the appropriateness of the allowance at least quarterly. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change from period to period.
The allowance is 28 increased by a provision charged to operating expense and reduced by charge-offs, net of recoveries. Management evaluates the appropriateness of the allowance at least quarterly. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change from period to period.
Risk is further mitigated by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan amount in relation to the lower of the cost or the market value of the property, unless there are sufficient mitigating factors that would reduce the risk of a higher loan-to-value.
Overall risk is further mitigated by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan amount in relation to the lower of the cost or the market value of the property, unless there are sufficient mitigating factors that would reduce the risk of a higher loan-to-value.
Upon adoption of this standard, acquired loans from prior acquisitions that met the guidelines under ASC 310-30 (formerly known as “purchased credit-impaired”) were reclassified as PCD loans. The accretable portion of the loan mark as of adoption date continues to accrete into interest income.
Upon adoption of this standard, acquired loans from prior acquisitions that met the guidelines under ASC 310-30 (formerly known as “purchased credit-impaired”) were reclassified as PCD loans. The accretable portion of the loan mark 29 as of adoption date continues to accrete into interest income.
The allowance for credit losses under CECL is calculated utilizing the PD/LGD, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default.
The allowance for credit losses under CECL is calculated utilizing the probability of default ("PD")/ loss given default ("LGD"), which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default.
In recent years, many construction loans that did not have a takeout commitment when the loan originated have been sold or refinanced in the secondary market immediately upon completion of construction, at times, resulting in significant unscheduled loan payoffs. 47 CRE – land and construction loans require payment of interest-only during the construction period, with initial terms ranging from six months up to three years for larger, multiple-phase projects, such as residential housing developments and large scale commercial projects.
In recent years, many construction loans that did not have a takeout commitment when the loan originated have been sold or refinanced in the secondary market immediately upon completion of construction, at times, resulting in significant unscheduled loan payoffs. 48 CRE – land and construction loans require payment of interest-only during the construction period, with initial terms ranging from six months up to three years for larger, multiple-phase projects, such as residential housing developments and large scale commercial projects.
Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment. 29 EXECUTIVE OVERVIEW Through successful operational execution, Wesbanco generated solid annual net income, while remaining a well-capitalized institution with sound liquidity and credit quality metrics.
Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment. 30 EXECUTIVE OVERVIEW Through successful operational execution, Wesbanco generated solid annual net income, while remaining a well-capitalized institution with sound liquidity and credit quality metrics.
Alternative funding sources may include the utilization of existing overnight lines of credit with third party banks totaling $235.0 million, none of which was outstanding at December 31, 2023, along with seeking other lines of credit, borrowings under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing brokered deposits, or selling securities available-for-sale or certain types of loans.
Alternative funding sources may include the utilization of existing overnight lines of credit with third party banks totaling $235.0 million, none of which was outstanding at December 31, 2024, along with seeking other lines of credit, borrowings under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing brokered deposits, or selling securities available-for-sale or certain types of loans.
Government sponsored entities and agencies as well as mortgage-backed securities and collateralized mortgage obligations, which are all either issued by a direct governmental entity or a government-sponsored entity, have no historical evidence supporting expected credit losses; therefore, Wesbanco has estimated these losses at zero, and will monitor this assumption in the future for any economic or governmental policies that could affect this assumption.
Government sponsored entities and agencies as well as mortgage-backed securities and collateralized mortgage obligations, which are all either issued by a direct governmental entity or a government-sponsored entity, have no historical evidence supporting expected credit losses; therefore, Wesbanco has estimated these losses at zero, and will monitor this assumption in the future for any economic or governmental policies that could impact this assumption.
(4) Trust assets are held by the Bank, in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco’s Consolidated Balance Sheets. 31 Non-GAAP Measures The following non-GAAP financial measures used by Wesbanco provide information that Wesbanco believes is useful to investors in understanding Wesbanco’s operating performance and trends, and facilitates comparisons with the performance of Wesbanco’s peers.
(4) Trust assets are held by the Bank, in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco’s Consolidated Balance Sheets. 32 Non-GAAP Measures The following non-GAAP financial measures used by Wesbanco provide information that Wesbanco believes is useful to investors in understanding Wesbanco’s operating performance and trends, and facilitates comparisons with the performance of Wesbanco’s peers.
Criticized and Classified Loans —Please refer to Note 4, “Loans and the Allowance for Credit Losses,” of the Consolidated Financial Statements for a description of internally-assigned risk grades for commercial loans and a summary of loans by grade. Wesbanco’s criticized loans are currently protected, but have weaknesses, which if not corrected, may be inadequately protected at some future date.
Criticized and Classified Loans —Please refer to Note 5, “Loans and the Allowance for Credit Losses,” of the Consolidated Financial Statements for a description of internally-assigned risk grades for commercial loans and a summary of loans by grade. Wesbanco’s criticized loans are currently protected, but have weaknesses, which if not corrected, may be inadequately protected at some future date.
The information contained in this report should be read in conjunction with Wesbanco’s Form 10-Qs for the prior quarters ended March 31, June 30 and September 30, 2023, respectively, and documents subsequently filed by Wesbanco which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com.
The information contained in this report should be read in conjunction with Wesbanco’s Form 10-Qs for the prior quarters ended March 31, June 30 and September 30, 2024, respectively, and documents subsequently filed by Wesbanco which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com.
Allowance for Credit Losses— Under CECL, acquired loans or pools of loans that have experienced more-than-insignificant credit deterioration are deemed to be purchased credit-deteriorated (“PCD”) loans, and are grossed-up on day 1 by the initial credit estimate through the allowance as opposed to a reduction in the loan’s amortized cost.
Under CECL, acquired loans or pools of loans that have experienced more-than-insignificant credit deterioration are deemed to be purchased credit-deteriorated (“PCD”) loans, and are grossed-up on day 1 by the initial credit estimate through the allowance as opposed to a reduction in the loan’s amortized cost.
Outside-of-market loans consist of loans in all other locations not included in any of the other defined areas and have remained relatively unchanged over the past few years. 46 CREDIT RISK The risk that borrowers will be unable or unwilling to repay their obligations is inherent in all lending activities.
Outside-of-market loans consist of loans in all other locations not included in any of the other defined areas and have remained relatively unchanged over the past few years. 47 CREDIT RISK The risk that borrowers will be unable or unwilling to repay their obligations is inherent in all lending activities.
GEOGRAPHIC DISTRIBUTION OF LOANS December 31, 2023 (1) Commercial Real Estate (percentage of outstandings, rounded to nearest whole percent) Land and Construction Improved Property Commercial and Industrial Residential Real Estate Home Equity Lines Consumer Total Washington-Arlington-Alexandria DC-VA-MD-WV MSA 6 % 14 % 7 % 14 % 4 % 2 % 13 % Columbus, OH MSA 18 10 9 11 8 5 11 Pittsburgh, PA MSA 7 9 14 11 14 6 10 Baltimore-Columbia-Towson MD MSA 4 9 2 12 5 2 8 Western Ohio MSAs 18 6 7 11 8 4 8 Louisville, KY—Jefferson County MSA 15 9 10 4 5 3 8 Other Ohio Locations 7 6 15 4 9 12 7 Upper Ohio Valley MSAs 1 3 11 4 8 23 5 Other Kentucky Locations 5 5 3 4 9 5 5 Other West Virginia Locations 2 4 5 4 9 15 4 Lexington, KY—Fayette County MSA 2 5 1 4 3 1 4 Morgantown, WV MSA — 3 2 3 3 4 3 Huntington, WV-Ashland, KY MSA 2 3 2 2 3 5 2 Parkersburg, WV-Marietta, OH MSA 2 2 2 1 3 8 2 Other Indiana Locations 4 2 2 2 1 — 2 Other Maryland Locations — 3 — 2 1 — 2 California-Lexington Park MD MSA — 2 3 1 1 — 1 Other Pennsylvania Locations — 1 — 1 5 2 1 Adjacent States & Outside-of-Market 7 4 5 5 1 3 4 Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % (1) Real estate secured loans are categorized based on the address of the collateral.
GEOGRAPHIC DISTRIBUTION OF LOANS December 31, 2024 (1) Commercial Real Estate (percentage of outstandings, rounded to nearest whole percent) Land and Construction Improved Property Commercial and Industrial Residential Real Estate Home Equity Lines Consumer Total Washington-Arlington-Alexandria DC-VA-MD-WV MSA 6 % 15 % 7 % 16 % 6 % 2 % 12 % Columbus, OH MSA 18 10 11 11 8 6 11 Pittsburgh, PA MSA 15 9 8 10 8 3 10 Baltimore-Columbia-Towson MD MSA 6 9 12 10 15 6 9 Western Ohio MSAs 7 8 2 12 5 1 8 Louisville, KY—Jefferson County MSA 11 9 8 3 6 4 8 Other Ohio Locations 5 5 13 4 8 14 7 Upper Ohio Valley MSAs 1 3 12 4 9 22 5 Other Kentucky Locations 4 5 3 4 9 5 4 Other West Virginia Locations 2 4 4 4 8 14 4 Lexington, KY—Fayette County MSA 4 4 2 4 3 1 4 Morgantown, WV MSA — 3 2 2 2 3 2 Huntington, WV-Ashland, KY MSA 2 2 2 2 2 5 2 Parkersburg, WV-Marietta, OH MSA 2 2 2 1 3 9 2 Other Indiana Locations 6 3 2 3 1 — 3 Other Maryland Locations — 1 — 2 1 — 1 California-Lexington Park MD MSA — 2 3 1 1 — 1 Other Pennsylvania Locations 2 1 — 1 4 1 1 Adjacent States & Outside-of-Market 9 5 7 6 1 4 6 Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % (1) Real estate secured loans are categorized based on the address of the collateral.
Please refer to Note 10, “Commitments and Contingent Liabilities” of the Consolidated Financial Statements and the “Loans and Credit Risk” section of this MD&A for additional information. Federal financial regulatory agencies have previously issued guidance to provide for sound practices for managing funding and liquidity risk and strengthening liquidity risk management practices.
Please refer to Note 19, “Commitments and Contingent Liabilities” of the Consolidated Financial Statements and the “Loans and Credit Risk” section of this MD&A for additional information. Federal financial regulatory agencies have previously issued guidance to provide for sound practices for managing funding and liquidity risk and strengthening liquidity risk management practices.
MATURITY DISTRIBUTION AND YIELD ANALYSIS OF SECURITIES The following table presents the tax-equivalent yields of held-to-maturity debt securities by contractual maturity at December 31, 2023. In some instances, the issuers may have the right to call or prepay obligations without penalty prior to the contractual maturity date.
MATURITY DISTRIBUTION AND YIELD ANALYSIS OF SECURITIES The following table presents the tax-equivalent yields of held-to-maturity debt securities by contractual maturity at December 31, 2024. In some instances, the issuers may have the right to call or prepay obligations without penalty prior to the contractual maturity date.
The procedures in place provide management with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of Wesbanco’s securities. For additional disclosure relating to fair value measurement, refer to Note 16, “Fair Value Measurement” in the Consolidated Financial Statements.
The procedures in place provide management with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of Wesbanco’s securities. For additional disclosure relating to fair value measurement, refer to Note 17, “Fair Value Measurement” in the Consolidated Financial Statements.
Letters of credit may also require Wesbanco to notify the beneficiary within a specified time in the event Wesbanco does not intend to renew or extend the commitment. 48 Table 13 summarizes the distribution of maturities by rate type for all commercial loans. TABLE 13.
Letters of credit may also require Wesbanco to notify the beneficiary within a specified time in the event Wesbanco does not intend to renew or extend the commitment. 49 Table 13 summarizes the distribution of maturities by rate type for all commercial loans. TABLE 13.
(2) Total held-to-maturity debt securities are presented on the Consolidated Balance Sheets net of their allowance for credit losses totaling $0.2 million at December 31, 2023 and December 31, 2022, respectively. (3) Weighted average yields have been calculated on a taxable-equivalent basis using the federal statutory tax rate of 21%.
(2) Total held-to-maturity debt securities are presented on the Consolidated Balance Sheets net of their allowance for credit losses totaling $0.1 million and $0.2 million at December 31, 2024 and December 31, 2023, respectively. (3) Weighted average yields have been calculated on a taxable-equivalent basis using the federal statutory tax rate of 21%.
Wesbanco recorded an allowance on held-to-maturity debt securities of $0.2 million as of December 31, 2023 and 2022, respectively. Equity securities, of which a portion consists of investments in various mutual funds held in grantor trusts formed in connection with a key officer and director deferred compensation plan, are recorded at fair value.
Wesbanco recorded an allowance on held-to-maturity debt securities of $0.1 million and $0.2 million as of December 31, 2024 and 2023, respectively. Equity securities, of which a portion consists of investments in various mutual funds held in grantor trusts formed in connection with a key officer and director deferred compensation plan, are recorded at fair value.
The allowance for credit losses by loan category, presented in Note 4, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for credit losses in each segment of the portfolio.
The allowance for credit losses by loan category, presented in Note 5, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for credit losses in each segment of the portfolio.
There is a potential risk for office loan losses to materialize as lease agreements begin to expire and companies reduce their footprint. 50 TABLE 14.
There is a potential risk for office loan losses to materialize as lease agreements begin to expire and companies reduce their footprint. 51 TABLE 14.
Interest rates on installment obligations are generally fixed for the term of the loan, while lines of credit are adjustable daily based on the Prime Rate. 52 TABLE 15.
Interest rates on installment obligations are generally fixed for the term of the loan, while lines of credit are adjustable daily based on the Prime Rate. 53 TABLE 15.
There was no remaining unamortized balance of mortgage servicing rights related to these loans at either December 31, 2023 and 2022. 53 CREDIT QUALITY The quality of the loan portfolio is measured by various factors, including the amount of loans that are past due, required to be reported as non-performing, or are adversely graded in accordance with internal risk classifications that are consistent with regulatory adverse risk classifications.
There was no remaining unamortized balance of mortgage servicing rights related to these loans at either December 31, 2024 or 2023. 54 CREDIT QUALITY The quality of the loan portfolio is measured by various factors, including the amount of loans that are past due, required to be reported as non-performing, or are adversely graded in accordance with internal risk classifications that are consistent with regulatory adverse risk classifications.
Wesbanco validates prices received from pricing services or brokers using a variety of methods, including, but not limited to, comparison to secondary pricing services, corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices, review of pricing by personnel familiar with market liquidity and other market-related conditions, review of pricing service methodologies, review of independent auditor reports received from the pricing service regarding its internal controls, and through review of inputs and assumptions used in pricing certain securities thinly-traded or with limited observable data points.
Wesbanco validates prices received from pricing services or brokers using a variety of methods, including, but not limited to: (1) comparison to secondary pricing services; (2) corroboration of pricing by reference to other independent market data such as secondary broker quotes and relevant benchmark indices; (3) review of pricing by personnel familiar with market liquidity and other market-related conditions; (4) review of pricing service methodologies; (5) review of independent auditor reports received from the pricing service regarding its internal controls; and (6) through review of inputs and assumptions used in pricing certain securities thinly-traded or with limited observable data points.
Wesbanco maintains a comprehensive management process for identifying, measuring, monitoring, and controlling liquidity risk, which is fully integrated into its risk management process. Management believes Wesbanco has sufficient current liquidity to meet current obligations to borrowers, depositors and others and that Wesbanco’s current liquidity risk management policies and procedures, as periodically reviewed and adjusted, adequately address this guidance.
Wesbanco maintains a comprehensive management process for identifying, measuring, monitoring, and controlling liquidity risk, which is fully integrated into its risk management process. Management believes Wesbanco has sufficient current liquidity to meet current obligations to borrowers, depositors and others and that Wesbanco’s current liquidity risk management policies and procedures, as periodically reviewed and adjusted, adequately address this guidan ce. 63
The following table presents the top five states of municipal bond concentration based on total fair value at December 31, 2023: TABLE 10.
The following table presents the top five states of municipal bond concentration based on total fair value at December 31, 2024: TABLE 10.
The net deferred loan costs were $11.5 million and $9.6 million as of December 31, 2023 and 2022, respectively. Wesbanco conducts a deferred loan cost study to determine the allowable costs to be deferred over the life of the loan.
The net deferred loan costs were $11.9 million and $11.5 million as of December 31, 2024 and 2023, respectively. Wesbanco conducts a deferred loan cost study to determine the allowable costs to be deferred over the life of the loan.
Commercial loans include CRE, which is further differentiated between land and construction, and improved property loans; as well as other C&I loans that are not secured by real estate. Retail loans include residential real estate mortgage loans, home equity lines of credit (“HELOC”), and loans for other consumer purposes.
Commercial loans include CRE, which is further differentiated between land and construction, and improved property loans; as well as C&I loans that may or may not be secured by real estate. Retail loans include residential real estate mortgage loans, home equity lines of credit (“HELOC”), and loans for other consumer purposes.
Residential real estate consists of loans to purchase, construct or refinance the borrower’s primary dwelling, second residence or vacation home. Residential real estate also includes approximately $12 million of 1-to-4 family rental properties at December 31, 2023, an increase from approximately $10 million at December 31, 2022.
Residential real estate consists of loans to purchase, construct or refinance the borrower’s primary dwelling, second residence or vacation home. Residential real estate also includes approximately $16 million of 1-to-4 family rental properties at December 31, 2024, an increase from approximately $12 million at December 31, 2023.
The allowance for credit losses – loans was 1.12% of total portfolio loans as of December 31, 2023, compared to 1.10% as of December 31, 2022. The allowance for credit losses - loans individually-evaluated increased $2.6 million from December 31, 2022 to December 31, 2023 due to an individually-evaluated loan analysis completed on certain classified commercial real estate loans.
The allowance for credit losses – loans was 1.10% of total portfolio loans as of December 31, 2024, compared to 1.12% as of December 31, 2023. The allowance for credit losses - loans individually-evaluated increased $12.1 million from December 31, 2023 to December 31, 2024 due to an individually-evaluated loan analysis completed on certain classified commercial real estate loans.
However, differences between management’s estimation of expected future losses and actual incurred losses in subsequent periods may necessitate future adjustments to the provision for credit losses. Management believes the allowance for credit losses is appropriate to absorb expected future losses at December 31, 2023. 58 DEPOSITS TABLE 21.
However, differences between management’s estimation of expected future losses and actual incurred losses in subsequent periods may necessitate future adjustments to the provision for credit losses. Management believes the allowance for credit losses is appropriate to absorb expected future losses at December 31, 2024. 59 DEPOSITS TABLE 21.
Wesbanco had outstanding commitments to extend credit in the ordinary course of business approximating $4.7 billion and $4.6 billion at December 31, 2023 and December 31, 2022, respectively. On a historical basis, only a portion of these commitments will result in an outflow of funds.
Wesbanco had outstanding commitments to extend credit in the ordinary course of business approximating $4.5 billion and $4.7 billion at December 31, 2024 and December 31, 2023, respectively. On a historical basis, only a portion of these commitments will result in an outflow of funds.
The credit risk associated with these loans is similar to that of loans originated by Wesbanco, but additional risk may arise from Wesbanco’s limited ability to control a dealer’s compliance with applicable consumer lending laws. Indirect consumer loans represented $121 million or 53% of consumer loans at December 31, 2023 compared to $121 million or 54% at December 31, 2022.
The credit risk associated with these loans is similar to that of loans originated by Wesbanco, but additional risk may arise from Wesbanco’s limited ability to control a dealer’s compliance with applicable consumer lending laws. Indirect consumer loans represented $102 million or 52% of consumer loans at December 31, 2024 compared to $121 million or 53% at December 31, 2023.
Uninsured deposits, as reported for regulatory purposes, totaled $4.0 billion at December 31 2023, or 31% of total deposits. Uninsured deposits include $1.5 billion of public funds deposits that are over the FDIC-insured limit. Wesbanco secures these public funds deposits by pledging investment securities with a market value at or above the deposit balance.
Uninsured deposits, as reported for regulatory purposes, totaled $4.6 billion at December 31, 2024, or 33% of total deposits. Uninsured deposits include $1.5 billion of public funds deposits that are over the FDIC-insured limit. Wesbanco secures these public funds deposits by pledging investment securities with a market value at or above the deposit balance.
Table 16 summarizes loans that are contractually past due 30 days or more, excluding non-accrual and TDR loans. TABLE 16.
Table 16 summarizes loans that are contractually past due 30 days or more, excluding non-accrual loans. TABLE 16.
Government securities to be pledged equal to or greater than the average deposit balance in the related customer accounts. The principal sources of parent company liquidity are dividends from the Bank and $250.2 million in cash on hand.
Government securities to be pledged equal to or greater than the average deposit balance in the related customer accounts. The principal sources of parent company liquidity are dividends from the Bank and $321.8 million in cash on hand.
Deposit balances were also somewhat impacted by bonus and royalty payments from Marcellus and Utica shale energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets totaling $104.7 million and $96.7 million for the years ended December 31, 2023 and December 31, 2022, respectively.
Deposit balances were also somewhat impacted by bonus and royalty payments from Marcellus and Utica shale energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets totaling $94.0 million and $104.7 million for the years ended December 31, 2024 and 2023, respectively.
Classified loan grades are equivalent to the classifications used by banking regulators to identify those loans that have significant adverse characteristics. A classified loan grade is assigned to all non-accrual commercial loans. Criticized and classified loans totaled $258.7 million or 3.1% of total commercial loans at December 31, 2023, compared to $250.5 million or 3.3% at December 31, 2022.
Classified loan grades are equivalent to the classifications used by banking regulators to identify those loans that have significant adverse characteristics. A classified loan grade is assigned to all non-accrual commercial loans. Criticized and classified loans totaled $354.7 million or 3.9% of total commercial loans at December 31, 2024, compared to $258.7 million or 3.1% at December 31, 2023.
Other short-term borrowings of $105.9 million at December 31, 2023 consisted of repurchase agreements or overnight sweep checking accounts for large commercial customers. Other short-term borrowings may also include federal funds purchased using the Federal Reserve's discount window or Lines of Credit with third party banks noted above. The overnight sweep checking accounts require U.S.
Other short-term borrowings of $192.1 million at December 31, 2024 consisted of repurchase agreements or overnight sweep checking accounts for large commercial customers. Other short-term borrowings may also include federal funds purchased using the Federal Reserve's discount window or Lines of Credit with third party banks noted above. The overnight sweep checking accounts require U.S.
To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics. The Company utilizes the PD / LGD approach to calculate the expected loss for each segment, which is then discounted to net present value.
The allowance for credit losses specific to loans reflects the risk of loss in the loan portfolio. To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics. The Company utilizes the PD / LGD approach to calculate the expected loss for each segment, which is then discounted to net present value.
Loans with credit exposure greater than $1 million minimally require the approval of a commercial banking executive, and credit exposures greater than $1.5 million require approval of a credit officer that is not responsible for loan origination.
Loans with credit exposure greater than $300 thousand require the approval of a commercial banking executive or credit officer, and credit exposures greater than $1.5 million require approval of a credit officer that is not responsible for loan origination.
The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, loan risk grades, portfolio mix, 56 concentrations and loan growth.
The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, portfolio mix and loan growth.
FHLB stock, which is recorded at cost of $62.2 million at December 31, 2023, is also pledged as collateral for these advances. Wesbanco’s remaining maximum borrowing capacity, subject to the collateral requirements noted, with the FHLB at December 31, 2023 and 2022 was estimated to be approximately $3.4 billion and $3.6 billion, respectively.
FHLB stock, which is recorded at cost of $48.2 million at December 31, 2024, is also pledged as collateral for these advances. Wesbanco’s remaining maximum borrowing capacity, subject to the collateral requirements noted, with the FHLB at December 31, 2024 and 2023 was estimated to be approximately $3.7 billion and $3.4 billion, respectively.
Decreased prepayments on mortgage-backed securities in the higher rate environment also further benefited the taxable securities yields due to reduced amortization on securities purchased at a premium. Tax-exempt securities yields increased by two basis points in 2023 from 2022.
Taxable securities yields increased by 11 basis points in 2024 due to higher yields on new purchases. Decreased prepayments on mortgage-backed securities in the higher rate environment also further benefited the taxable securities yields due to reduced amortization on securities purchased at a premium. Tax-exempt securities yields increased by two basis points in 2024 from 2023.
There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company. As of December 31, 2023, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $135.6 million from the Bank.
There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company. As of December 31, 2024, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $245.0 million from the Bank.
The provision for credit losses - loans and loan commitments was $17.8 million in 2023 compared to ($1.7) million in 2022 as a result of loan growth as well as changes in macroeconomic conditions over the reasonable and supportable forecast period of one year, primarily increasing the allowance for loan losses and allowance for loan commitments.
The provision for credit losses - loans and loan commitments was $19.3 million in 2024 compared to $17.8 million in 2023 as a result of loan growth as well as changes in macroeconomic conditions over the reasonable and supportable forecast period of one year, primarily increasing the allowance for loan losses.
Accrued interest receivable on held-to-maturity securities, which was $8.8 million and $9.5 million as of December 31, 2023 and 2022, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S.
Accrued interest receivable on held-to-maturity securities, which was $8.4 million and $8.8 million as of December 31, 2024 and 2023, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S.
Unsecured loans totaled $210 million and $226 million at December 31, 2023 and December 31, 2022, respectively. Loans can be secured by bank deposit 49 accounts, marketable securities, working capital assets (accounts receivable and inventory), equipment or owner occupied real estate. Bank deposits and marketable securities represent the lowest risk.
Unsecured loans totaled $195 million and $210 million at December 31, 2024 and December 31, 2023, respectively. Loans can be secured by bank deposit 50 accounts, marketable securities, working capital assets (accounts receivable and inventory), equipment or owner occupied real estate. Bank deposits and marketable securities represent the lowest risk.
This tier totals $1.2 billion or 65.5% of total risk-based capital at December 31, 2023, compared to $1.3 billion or 79.6% at December 31, 2022. The regulatory guidance for the first tier is 100% of total risk-based capital. The second tier measures loans included in the first tier plus multi-family apartments and other commercial investment property.
This tier totals $1.4 billion or 72.4% of total risk-based capital at December 31, 2024, compared to $1.2 billion or 65.5% at December 31, 2023. The regulatory guidance for the first tier is 100% of total risk-based capital. The second tier measures loans included in the first tier plus multi-family apartments and other commercial investment property.
Money market deposits were influenced through Wesbanco’s increased participation in the Insured Cash Sweep (ICS ® ) money market deposits program. ICS ® reciprocal balances totaled $1.0 billion at December 31, 2023 as compared to $580.6 million at December 31, 2022. ICS ® one-way buys totaled $200.6 million at December 31, 2023.
Money market deposits were influenced through Wesbanco’s increased participation in the Insured Cash Sweep (ICS ® ) money market deposits program. ICS ® reciprocal balances totaled $1.3 billion at December 31, 2024 as compared to $1.0 billion at December 31, 2023. ICS ® one-way buys totaled $200.6 million at both December 31, 2024 and December 31, 2023.
Deposit cash flows are another principal factor affecting overall Wesbanco liquidity. Deposits totaled $13.2 billion at December 31, 2023. Deposit cash flows are impacted by current interest rates, products and rates offered by Wesbanco versus various forms of competition, as well as customer behavior.
Deposit cash flows are another principal factor affecting overall Wesbanco liquidity. Deposits totaled $14.1 billion at December 31, 2024. Deposit cash flows are impacted by current interest rates, products and rates offered by Wesbanco versus various forms of competition, as well as customer behavior.
This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Average loan balances increased 10.4% in 2023, mostly due to a lower level of commercial real estate payoffs and a strong performance by the commercial and residential lending teams, while average investment securities decreased 7.4% over the same period.
Average loan balances increased 9.5% in 2024, mostly due to a lower level of commercial real estate payoffs and continued strong performance by the commercial and residential lending teams, while average investment securities decreased 7.4% over the same period.
Past due loans at December 31, 2023 were 0.28% of total loans, compared to 0.19% at December 31, 2022. (Please see the Credit Quality and Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion). 37 TABLE 4.
Past due loans at December 31, 2024 were 0.47% of total loans, compared to 0.28% at December 31, 2023. (Please see the Credit Quality and Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion). 38 TABLE 4.
Wesbanco did not have any BIC borrowings outstanding at December 31, 2023.
Wesbanco did not have any BIC borrowings outstanding at December 31, 2024.
The ability to quickly convert assets to cash at a minimal loss is a primary function of managing Wesbanco’s investment portfolio. Wesbanco believes its cash flow from the loan portfolio, the investment portfolio, and other sources adequately meet its liquidity requirements. Wesbanco’s net loans-to-assets ratio was 65.0% and deposit balances funded 74.3% of total assets at December 31, 2023.
The ability to quickly convert assets to cash at a minimal loss is a primary function of managing Wesbanco’s investment portfolio. Wesbanco believes its cash flow from the loan portfolio, the investment portfolio, and other sources adequately meet its liquidity requirements. Wesbanco’s net loans-to-assets ratio was 67.0% and deposit balances funded 77.4% of total assets at December 31, 2024.
Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In 2023, average loans represented 72.0% of average earning assets, an increase from 67.4% in 2022.
Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In 2024, average loans represented 74.8% of average earning assets, an increase from 72.0% in 2023.
Cost-method investments consist primarily of FHLB of Pittsburgh stock totaling $62.0 million and $36.2 million at December 31, 2023 and 2022, respectively, and are included in other assets in the Consolidated Balance Sheets. 42 TABLE 7.
Cost-method investments consist primarily of FHLB of Pittsburgh stock totaling $48.2 million and $62.0 million at December 31, 2024 and 2023, respectively, and are included in other assets in the Consolidated Balance Sheets. 43 TABLE 7.
In 2023, new swaps totaled $728.7 million in notional principal resulting in $9.0 million in fee income, compared to new swaps totaling $254.3 million in notional principal resulting in $4.4 million in fee income in 2022. Fair market value adjustments on swaps in 2023 totaled a negative $2.1 million as compared to a positive $2.7 million in 2022.
In 2024, new swaps totaled $494.8 million in notional principal resulting in $4.9 million in fee income, compared to new swaps totaling $728.7 million in notional principal resulting in $9.0 million in fee income in 2023. Fair market value adjustments on swaps in 2024 totaled a positive $1.0 million as compared to a negative $2.1 million in 2023.
Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $130.4 million at December 31, 2023, compared to $164.2 million as of December 31, 2022.
Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $146.1 million at December 31, 2024, compared to $130.4 million as of December 31, 2023.
The regulatory agencies also consider whether a bank’s CRE portfolio has increased by 50% or more within the prior thirty-six months of the assessment date. Total CRE exposure increased $819 million or 19.4% for the thirty-six month period ended December 31, 2023. Basel III requires banks to identify High Volatility Commercial Real Estate (“HVCRE”) loans in their portfolios.
The regulatory agencies also consider whether a bank’s CRE portfolio 52 has increased by 50% or more within the prior thirty-six months of the assessment date. Total CRE exposure increased $1.5 billion or 36.4% for the thirty-six month period ended December 31, 2024. Basel III requires banks to identify High Volatility Commercial Real Estate (“HVCRE”) loans in their portfolios.
Other short-term borrowings, which may consist of federal funds purchased, callable repurchase agreements or overnight sweep checking accounts decreased $29.2 million to $105.9 million at December 31, 2023, compared to $135.1 million at December 31, 2022 due to moving certain customer relationships to interest-bearing demand deposits. At December 31, 2022 and 2021, there were no outstanding federal funds purchased.
Other short-term borrowings, which may consist of federal funds purchased, callable repurchase agreements or overnight sweep checking accounts increased $86.2 million to $192.1 million at December 31, 2024, compared to $105.9 million at December 31, 2023 due to moving certain customer relationships to interest-bearing demand deposits. At December 31, 2024 and 2023, there were no outstanding federal funds purchased.
The allowance for credit loss calculation specific to loans is based on the loan’s amortized cost basis, which is comprised of the unpaid principal balance of the loan, deferred loan fees (costs) and acquired premium (discount) minus any write-downs.
See Note 5, “Loans and Allowance for Credit Losses” for further detail. The allowance for credit loss calculation specific to loans is based on the loan’s amortized cost basis, which is comprised of the unpaid principal balance of the loan, deferred loan fees (costs) and acquired premium (discount) minus any write-downs.
Wesbanco’s municipal portfolio comprises 35.6% of the overall securities portfolio as of December 31, 2023 compared to 33.5% as of December 31, 2022, which carries different risks that are not as prevalent in other security types contained in the portfolio.
Wesbanco’s municipal portfolio comprises 34.2% of the overall securities portfolio as of December 31, 2024 compared to 35.6% as of December 31, 2023, which carries different risks that are not as prevalent in other security types contained in the portfolio.
The aggregate of all CRE loans and loan commitments that exceeded the regulatory guidelines approximated $165 million or 9% of the Bank’s total risk-based capital at December 31, 2023, compared to $126 million or 8% at December 31, 2022.
The aggregate of all CRE loans and loan commitments that exceeded the regulatory guidelines approximated $237 million or 12% of the Bank’s total risk-based capital at December 31, 2024, compared to $165 million or 9% at December 31, 2023.
Participation in loans originated by other financial institutions represents $871 million or 7.7% of total commercial loan exposure at December 31, 2023, compared to $789 million or 7.7% at December 31, 2022. Included in this total are Shared National Credits of approximately $178 million at December 31, 2023 and $10 million at December 31, 2022.
Participation in loans originated by other financial institutions represents $860 million or 7.1% of total commercial loan exposure at December 31, 2024, compared to $871 million or 7.7% at December 31, 2023. Included in this total are Shared National Credits of approximately $116 million at December 31, 2024 and $178 million at December 31, 2023.
Reflecting the impact of the significant increase in the federal funds rate, there continued to be some mix shift in the composition of total deposits; however, total demand deposits continue to represent 56% of total deposits, with the non-interest bearing component representing 30%, which remains consistent with the percentage range since early 2020.
Reflecting the impact of a higher federal funds rate, there continued to be some mix shift in the composition of total deposits; however, total demand deposits continue to represent 54% of total deposits, with the non-interest bearing component representing 27%, which remains consistent with the percentage range since early 2020.
Accordingly, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest of an acquired business are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value recorded as goodwill.
Goodwill — Wesbanco accounts for business combinations using the acquisition method of accounting. Accordingly, the identifiable assets acquired, the liabilities assumed, and any non-controlling interest of an acquired business are recorded at their estimated fair values as of the date of acquisition with any excess of the cost of the acquisition over the fair value recorded as goodwill.
The allowance for credit losses-loans collectively-evaluated increased from December 31, 2022 to December 31, 2023 by $10.3 million. The allowance for credit losses - loan commitments was $8.6 million at December 31, 2023 as compared to $8.4 million as of December 31, 2022, and is included in other liabilities on the Consolidated Balance Sheets.
The allowance for credit losses-loans collectively-evaluated decreased from December 31, 2023 to December 31, 2024 by $4.0 million. The allowance for credit losses - loan commitments was $6.1 million at December 31, 2024 as compared to $8.6 million as of December 31, 2023, and is included in other liabilities on the Consolidated Balance Sheets.
Excluding these public funds, at December 31, 2023, uninsured deposits were $2.6 billion, or 20% of total deposits. Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $3.4 billion and $3.6 billion at December 31, 2023 and December 31, 2022, respectively.
Excluding these public funds, at December 31, 2024, uninsured deposits were $3.1 billion, or 22% of total deposits. Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $3.7 billion and $3.4 billion at December 31, 2024 and December 31, 2023, respectively.
Purchased loan discounts from acquisitions included in the portfolio loan balances were $13.5 million and $18.0 million as of December 31, 2023 and 2022, respectively. Loan accretion included in interest income on loans acquired from prior acquisitions was $4.5 million and $8.0 million for the years ended December 31, 2023 and 2022, respectively.
Purchased loan discounts from acquisitions included in the portfolio loan balances were $10.5 million and $13.5 million as of December 31, 2024 and 2023, respectively. Loan accretion included in interest income on loans acquired from prior acquisitions was $3.1 million and $4.5 million for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2023, total exposure to land development and new development related to office buildings, improvements and renovation of existing structures, purchase of existing buildings and other related activities approximated $471 million or 4.2% of the total commercial loan exposure, as compared to $519 million or 5.0% of the total commercial loan exposure at December 31, 2022.
As of December 31, 2024, total exposure specific to land development and new development related to office buildings, improvements and renovation of existing structures, purchase of existing buildings and other related activities approximated $414 million or 3.4% of the total commercial loan exposure, as compared to $471 million or 4.2% of the total commercial loan exposure at December 31, 2023.
In 2023, Wesbanco completed a partial repurchase and cancellation of $3.1 million of Oak Hill Capital Trust 4, at a discount of $0.7 million. CAPITAL RESOURCES Shareholders’ equity increased to $2.5 billion at December 31, 2023 from $2.4 billion at December 31, 2022.
In 2023, Wesbanco completed a partial repurchase and cancellation of junior subordinated debt, which consisted of $3.1 million of Oak Hill Capital Trust 4, at a discount of $0.7 million. CAPITAL RESOURCES Shareholders’ equity increased to $2.8 billion at December 31, 2024 from $2.5 billion at December 31, 2023.
Interest income increased $197.9 million or 38.5% in 2023 compared to 2022 due to higher yields in most of the major earning asset categories. Earning asset yields were influenced positively in 2023 compared to 2022 from the previously mentioned increases in the Federal Reserve’s federal funds rate of 525 basis points since the first quarter of 2022.
Interest income increased $114.1 million or 16.0% in 2024 compared to 2023 due to higher yields in most of the major earning asset categories. Earning asset yields were influenced positively in 2024 compared to 2023 from the previously mentioned increases in the Federal Reserve’s federal funds rate of 525 basis points since the first quarter of 2022.

… 236 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−0 removed20 unchanged
Biggest changeChanges in EVE sensitivity since year-end 2022 relate to the change in market interest rates and their impact upon the fair values of earning assets and costing liabilities: Immediate Change in Interest Percentage Change in Economic Value of Equity from Base over One Year ALCO Rates (basis points) December 31, 2023 December 31, 2022 Guidelines +200 0.3% (4.3%) (20.0%) +100 2.6% (1.8%) (10.0%) -100 (2.8%) (0.8%) (10.0%) -200 (8.0%) (7.9%) (20.0%) -300 (16.5%) (17.5%) (30.0%) -400 (28.0%) N/A (40.0%) The Bank has significant additional borrowing capacity with the FHLB of Pittsburgh, the Federal Reserve Bank of Cleveland and various correspondent banks, and may utilize these funding sources or interest rate swap strategies as necessary to lengthen liabilities, offset mismatches in various asset maturities and manage liquidity.
Biggest changeChanges in EVE sensitivity since year-end 2023 relate to the change in balance sheet composition and market interest rates and their impact upon the fair values of earning assets and costing liabilities: Immediate Change in Interest Percentage Change in Economic Value of Equity from Base over One Year ALCO Rates (basis points) December 31, 2024 December 31, 2023 Guidelines +200 1.7% 0.3% (20.0%) +100 0.5% 2.6% (10.0%) -100 (0.5%) (2.8%) (10.0%) -200 (2.9%) (8.0%) (20.0%) -300 (8.2%) (16.5%) (30.0%) -400 (16.2%) (28.0%) (40.0%) The Bank has significant additional borrowing capacity with the FHLB of Pittsburgh, the Federal Reserve Bank of Cleveland and various correspondent banks, and may utilize these funding sources or interest rate swap strategies as necessary to lengthen liabilities, offset mismatches in various asset maturities and manage liquidity.
Forecasting changes in net interest income requires management to make certain assumptions regarding loan and security prepayment rates, call dates, changes to deposit product betas and non-maturity deposit decay rates, which may not necessarily reflect the manner in which actual cash flows, yields, and costs respond to changes in market interest rates.
Forecasting changes in net interest income requires management to make certain assumptions regarding loan and security prepayment rates, call dates, changes to non-maturity deposit product betas and non-maturity deposit decay rates, which may not necessarily reflect the manner in which actual cash flows, yields, and costs respond to changes in market interest rates.
Generally, changes in the economic value of equity relate to changes in various assets and liabilities, changes in the yield curve, as well as changes in loan prepayment speeds and deposit decay rates. The following table presents these results and Wesbanco’s policy limits as of December 31, 2023 and December 31, 2022.
Generally, changes in the economic value of equity relate to changes in various assets and liabilities, changes in the yield curve, as well as changes in loan prepayment speeds and deposit decay rates. The following table presents these results and Wesbanco’s policy limits as of December 31, 2024 and December 31, 2023.
Assumptions are based on internally-developed models derived from institution specific data, current market rates and economic forecasts, and are internally back-tested and periodically reviewed by an independent third-party consultant.
Assumptions are based on internally-developed models derived from institution specific data, current market rates and economic forecasts, and are internally back-tested and periodically validated by an independent third-party consultant.
The table below indicates Wesbanco’s interest rate sensitivity at December 31, 2023 and December 31, 2022, assuming the above-noted interest rate changes, as compared to a base model. TABLE 1.
The table below indicates Wesbanco’s interest rate sensitivity at December 31, 2024 and December 31, 2023, assuming the above-noted interest rate changes, as compared to a base model. TABLE 1.
Deposit betas, decay rates and loan prepayment speeds are adjusted periodically, but no less than annually in our models for non-maturity deposits and loans.
Deposit betas, decay rates and loan prepayment speeds are adjusted periodically, but reviewed no less than quarterly in our models for non-maturity deposits and loans.
NET INTEREST INCOME SENSITIVITY Immediate Change in Interest Percentage Change in Net Interest Income from Base over One Year ALCO Rates (basis points) December 31, 2023 December 31, 2022 Guidelines +200 3.3% 5.6% (10.0%) +100 3.0% 2.8% (7.5%) -100 (3.0%) (4.4%) (7.5%) -200 (7.0%) (9.8%) (10.0%) -300 (11.5%) (15.6%) (15.0%) -400 (16.3%) N/A (20.0%) 64 Net interest income sensitivity changes are due to the impact of the current rate and yield curve environment on base case net interest income and the related calculation of immediate parallel rate shock changes in rising and falling rate scenarios.
NET INTEREST INCOME SENSITIVITY Immediate Change in Interest Percentage Change in Net Interest Income from Base over One Year ALCO Rates (basis points) December 31, 2024 December 31, 2023 Guidelines +200 4.8% 3.3% (10.0%) +100 2.3% 3.0% (7.5%) -100 (2.2%) (3.0%) (7.5%) -200 (5.1%) (7.0%) (10.0%) -300 (8.4%) (11.5%) (15.0%) -400 (12.7%) (16.3%) (20.0%) 64 Net interest income sensitivity changes are due to the impact of the current rate and yield curve environment on base case net interest income and the related calculation of immediate parallel rate shock changes in rising and falling rate scenarios.
Generally, interest bearing non-maturity deposit betas utilized in modeling have increased to 40% in up shocks and 30% in down shocks as the banking industry continues to remain in a high interest rate environment where funding cost pressures have persisted over the past year.
Generally, interest bearing non-maturity deposit betas utilized in modeling have increased to 40% in both up and down interest rate shocks as the banking industry continues to remain in a high interest rate environment where funding cost pressures have persisted.

Other WSBC 10-K year-over-year comparisons