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What changed in WESBANCO INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WESBANCO INC's 2024 and 2025 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 2025 report.

+425 added−484 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-03)

Top changes in WESBANCO INC's 2025 10-K

425 paragraphs added · 484 removed · 358 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

75 edited+12 added−61 removed48 unchanged
Biggest changeFor 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.
Biggest changeThe FHLBank First Front Door and First Front Door Keys programs provide down payment assistance for home mortgage borrowers, and flexible financing options for small businesses are offered through the FHLBank Banking on Business loan program. Additionally, Wesbanco has been recognized as a leader in community development lending.
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 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.
Institutions are assigned one of four ratings: “Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.” This assessment is reviewed when a bank applies to merge or consolidate with or acquire the assets or assume the liabilities of an insured depository institution, or to open or relocate a branch office.
Institutions are assigned one of four ratings: “Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.” This assessment is reviewed when a bank applies to merge or consolidate with acquire the assets or assume the liabilities of an insured depository institution, or to open or relocate a branch office.
(See below within this section for more information regarding the capital treatment of trust preferred securities.) Tier 2, or supplementary capital, includes, among other things, portions of trust preferred securities and cumulative perpetual preferred stock not otherwise counted in Tier 1 capital, as well as perpetual preferred stock, intermediate-term preferred stock, hybrid capital instruments, perpetual debt, mandatory convertible debt securities, term subordinated debt, unrealized holding gains on equity securities, and the allowance for loan and lease losses, all subject to certain limitations.
(See below within this section for more information regarding the capital treatment of Wesbanco’s trust preferred securities.) Tier 2, or supplementary capital, includes, among other things, portions of trust preferred securities and cumulative perpetual preferred stock not otherwise counted in Tier 1 capital, as well as perpetual preferred stock, intermediate-term preferred stock, hybrid capital instruments, perpetual debt, mandatory convertible debt securities, term subordinated debt, unrealized holding gains on equity securities, and the allowance for loan and lease losses, all subject to certain limitations.
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.
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.
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.
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. FDIC INSURANCE FDIC Insurance premiums are assessed using a risk-based approach that places insured institutions into categories based on capital and risk profiles.
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.
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.
The risk-based capital ratio guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures into explicit account in assessing capital adequacy, and minimizes disincentives to holding liquid, low-risk assets.
The risk-based capital ratio requirements establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures into explicit account in assessing capital adequacy, and minimizes disincentives to holding liquid, low-risk assets.
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.
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.
Wesbanco’s non-bank subsidiaries are subject to examination and supervision by the Federal Reserve Board and specifically, the Federal Reserve Bank of Cleveland, Ohio (“Federal Reserve”) and examination by other federal and state agencies, including, in the case of certain securities activities, regulation by the SEC, the Financial Institution Regulatory Authority, Inc.
Wesbanco’s non-bank subsidiaries are subject to examination and supervision by the Federal Reserve Board and the Federal Reserve Bank of Cleveland, Ohio (“Federal Reserve”) and examination by other federal and state agencies, including, in the case of certain securities activities, regulation by the SEC, the Financial Institution Regulatory Authority, Inc.
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.
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.
Under the guidelines and related policies, bank holding companies must maintain capital sufficient to meet both a risk-based asset ratio test and a leverage ratio test on a consolidated basis. The risk-based ratio is determined by allocating assets and specified off-balance sheet commitments into several weighted categories, with higher weightings being assigned to categories perceived as representing greater risk.
Under the requirements and related policies, bank holding companies must maintain capital sufficient to meet both a risk-based asset ratio test and a leverage ratio test on a consolidated basis. The risk-based ratio is determined by allocating assets and specified off-balance sheet commitments into several weighted categories, with higher weightings being assigned to categories perceived as representing greater risk.
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 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, 2025, Wesbanco operated one commercial bank: Wesbanco Bank, Inc. (“Wesbanco Bank” or the “Bank”).
In December 2010, the Basel Committee issued a strengthened set of international capital and liquidity standards for banks and bank holding companies, known as “Basel III.” In July 2013, the U.S. federal banking agencies issued a joint final rule that implements the Basel III capital standards and establishes the minimum capital levels required under the Dodd-Frank Act.
In 2010, the Basel Committee issued a strengthened set of international capital and liquidity standards for banks and bank holding companies, known as “Basel III.” In 2013, the U.S. federal banking agencies issued a joint final rule that implements the Basel III capital standards and establishes the minimum capital levels required under the Dodd-Frank Act.
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.
As of December 31, 2025, 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.
Generally, under the applicable guidelines, a financial institution’s capital is divided into common equity Tier 1 (“CET1”), total Tier 1 and Tier 2. CET1 includes common shares and retained earnings less goodwill, intangible assets subject to limitation and certain deferred tax assets subject to limitation.
Generally, under the applicable requirements, a financial institution’s capital is divided into common equity Tier 1 (“CET1”), total Tier 1 and Tier 2. CET1 includes common shares and retained earnings less goodwill, intangible assets subject to limitation and certain deferred tax assets subject to limitation.
Wesbanco is subject to additional supervision from the Federal Reserve Board and its primary banking regulators due to its exceeding the $10 billion asset threshold and seeks to ensure that sufficient resources are allocated to safety and soundness compliance with applicable laws, such as the Bank Secrecy Act, anti-money laundering regulations, and the Community Reinvestment Act (“CRA”), among others, and risk management and internal audit, among other functions, so that the enhanced requirements of the Federal Reserve Board and its primary banking regulators are met.
Wesbanco is subject to additional supervision from the Federal Reserve Board and its primary banking regulators due to its exceeding $10 billion in assets and seeks to ensure that sufficient resources are allocated to safety and soundness compliance with applicable laws, such as the Bank Secrecy Act, anti-money laundering regulations, and the Community Reinvestment Act (“CRA”), among others, and risk management and internal audit, among other functions, so that the enhanced requirements of the Federal Reserve Board and its primary banking regulators are met.
(“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.
(“Wesbanco Securities”) is a full service broker-dealer, which also offers discount brokerage services. Wesbanco Asset Management, Inc. 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.
The consideration of capital adequacy should include a review of all known factors that may affect capital in the future. On July 24, 2020, Attachment C was added to SR 09-4 to provide greater clarity regarding the situations in which holding companies may expect an expedited consultation under the process described in SR 09-4.
The consideration of capital adequacy should include a review of all known factors that may affect capital in the future. In 2020, Attachment C was added to SR 09-4 to provide greater clarity regarding the situations in which holding companies may expect an expedited consultation under the process described in SR 09-4.
Such covered transactions between the subsidiary bank and any single affiliate are limited in amount to 10% of the subsidiary bank’s capital and surplus, and, with respect to covered transactions with all affiliates in the aggregate, are limited in amount to 20% of the subsidiary bank’s capital and surplus.
Such covered transactions between Wesbanco Bank and any single affiliate are limited in amount to 10% of Wesbanco Bank’s capital and surplus, and, with respect to covered transactions with all affiliates in the aggregate, are limited in amount to 20% of Wesbanco Bank’s capital and surplus.
It is subject to examination and supervision by the Federal Deposit Insurance Corporation (the “FDIC”), the West Virginia Division of Financial Institutions (“WVDFI”), and the Consumer Financial Protection Bureau (“CFPB”) because its assets exceed $10 billion. The deposits of Wesbanco Bank are insured by the Deposit Insurance Fund of the FDIC.
It is subject to examination and supervision by the Federal Deposit Insurance Corporation (the “FDIC”), the West Virginia Division of Financial Institutions (“WVDFI”), and, because its assets exceed $10 billion, the Consumer Financial Protection Bureau (“CFPB”). The deposits of Wesbanco Bank are insured by the Deposit Insurance Fund of the FDIC up to applicable deposit insurance limits.
HOLDING COMPANY REGULATIONS As indicated in “Item 1. Business-General” Wesbanco has one state-chartered bank subsidiary, Wesbanco Bank, as well as four non-bank subsidiaries (excluding capital trusts).
HOLDING COMPANY REGULATIONS As indicated in “Item 1. Business-General” Wesbanco has one state-chartered bank subsidiary, Wesbanco Bank, as well as four directly held non-bank subsidiaries (excluding capital trusts).
In addition, under the final capital rule, an institution may make a one-time, permanent election to continue to exclude accumulated other comprehensive income from capital. If an institution does not make this election, unrealized gains and losses will be included in the calculation of its CET1.
In addition, an institution may make a one-time, permanent election to continue to exclude accumulated other comprehensive income from capital. If an institution does not make this election, unrealized gains and losses will be included in the calculation of its CET1.
On February 24, 2009, the Federal Reserve Division of Banking Supervision and Regulation issued Supervisory Letter SR 09-4, “Applying Supervisory Guidance and Regulations on the Payment of Dividends, Stock Redemptions, and Stock Repurchases at Bank Holding Companies,” providing direction to bank holding companies on the payment of dividends, capital repurchases and capital redemptions.
In 2009, the Federal Reserve Division of Banking Supervision and Regulation issued Supervisory Letter SR 09-4, “Applying Supervisory Guidance and Regulations on the Payment of Dividends, Stock Redemptions, and Stock Repurchases at Bank Holding Companies,” providing direction to bank holding companies on the payment of dividends, capital repurchases and capital redemptions.
Under the new rule, banking entities that, together with their affiliates and subsidiaries, have an average gross sum of trading assets and liabilities (excluding obligations of or guaranteed by the United States or an agency of the United States) of less than $1 billion for four (4) consecutive quarters are presumed to be in compliance with the Volcker Rule’s restrictions on proprietary trading and acquisition or retention of ownership interests in covered funds.
Banking entities that, together with their affiliates and subsidiaries, have an average gross sum of trading assets and liabilities (excluding obligations of or guaranteed by the United States or an agency of the United States) of less than $1 billion for four consecutive quarters 5 are presumed to be in compliance with the Volcker Rule’s restrictions on proprietary trading and acquisition or retention of ownership interests in covered funds.
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.
In 2025, 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 2025.
The subsidiary bank is subject to affiliate transaction restrictions under federal law, which limit “covered transactions” by the subsidiary bank with the parent and any non-bank subsidiaries of the parent, which are referred to in the aggregate in this paragraph as “affiliates” of the subsidiary bank.
Wesbanco Bank is subject to affiliate transaction restrictions under federal law, which limit “covered transactions” by Wesbanco Bank with Wesbanco and any non-bank subsidiaries of Wesbanco, which are referred to in the aggregate in this paragraph as “affiliates” of Wesbanco Bank.
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.
As of December 31, 2025, Wesbanco Bank’s CET1, Tier 1 and total capital to risk-adjusted assets ratios were 12.06%, 12.06% and 13.12%, 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.
Under the BHCA, prior Federal Reserve Board approval is required for Wesbanco to acquire more than 5% of the voting stock of any bank.
Under the BHCA, prior Federal Reserve Board approval is required for Wesbanco to directly or indirectly acquire more than 5% of the voting stock of any bank.
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.
As of December 31, 2025, under West Virginia and FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of up to $331.3 million from Wesbanco Bank. Additional information regarding dividend restrictions is set forth in Note 22, “Regulatory Matters,” in the Consolidated Financial Statements.
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.
The market value of assets under management of the trust and investment services segment is approximately $7.9 billion as of December 31, 2025. 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.
Treasury Department has issued various implementing regulations, which apply certain requirements of the USA Patriot Act to financial institutions, such as Wesbanco Bank and Wesbanco’s broker-dealer subsidiary.
Treasury Department has issued various implementing regulations, which apply certain requirements of the USA Patriot Act to financial institutions, such as Wesbanco Bank and Wesbanco Securities.
Wesbanco also offers additional services through its non-banking subsidiaries: Wesbanco Insurance Services, Inc. (“Wesbanco Insurance”), a wholly-owned subsidiary of Wesbanco Bank, is a multi-line insurance agency specializing in property, casualty, life and title insurance, with benefit plan sales and administration for personal and commercial clients. Wesbanco Securities, Inc.
Wesbanco also offers additional services through its non-banking subsidiaries, all of which are wholly owned directly or indirectly by Wesbanco: Wesbanco Insurance Services, Inc. (“Wesbanco Insurance”) is a multi-line insurance agency specializing in property, casualty, life and title insurance, with benefit plan sales and administration for personal and commercial clients. Wesbanco Securities, Inc.
Failure of Wesbanco and its subsidiaries to maintain and implement adequate programs to combat money laundering and terrorist financing, or to co mply with all of the relevant laws or regulations, could have serious legal and reputational consequences for Wesbanco and its subsidiaries. 12
Failure of Wesbanco and its subsidiaries to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for Wesbanco and its subsidiar ies. 9
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 has issued risk-based capital ratio and leverage ratio requirements for bank holding companies.
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.
The Bank has 251 branches and 266 ATM machines located in West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Michigan and Maryland. Total assets of Wesbanco as of December 31, 2025 approximated $27.7 billion. Wesbanco Bank also offers trust and investment services and various alternative investment products including mutual funds and annuities.
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.
Our overall turnover rate for 2025 was 18%; however, our turnover rate for officers was 16% for 2025. Our corporate culture has been established by senior management and overseen by our board of directors.
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.
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 originate over 250 loans totaling in excess of $188 million for the benefit of businesses located in low-income, economically distressed communities, and creating nearly 8,000 jobs.
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.
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 examination represented the Bank’s eighth consecutive “Outstanding” CRA rating, spanning a period of more than twenty years. The FDIC will commence Wesbanco’s next CRA examination in the first half of 2026.
These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act (“TILA”), the Truth in Savings Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act (“RESPA”), the Electronic Fund Transfer Act, and, in some cases, their respective state law counterparts.
These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Electronic Fund Transfer Act, and, in some cases, their respective state law counterparts. Wesbanco is also subject to CFPB supervision and examination.
The Volcker Rule also includes certain compliance program requirements that apply to banking entities that engage in permissible proprietary trading or permitted covered fund activities. The federal banking agencies recently revised the Volcker Rule compliance requirements, effective January 1, 2020.
The Volcker Rule also includes certain compliance program requirements that apply to banking entities that engage in permissible proprietary trading or permitted covered fund activities.
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.
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 15 years. None of our employees are represented by collective bargaining agreements. We maintain positive working relationships with our employees.
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.
As of December 31, 2025, Wesbanco’s CET1, Tier 1 and total capital to risk-adjusted assets ratios were 10.37%, 11.42% and 13.92%, respectively. Wesbanco made a timely permanent election to exclude accumulated other comprehensive income from regulatory capital.
The GLB Act itself defines certain activities as financial in nature, including but not limited to: underwriting insurance or annuities; providing financial or investment advice; underwriting, dealing in, or making markets in securities; merchant banking, subject to significant limitations; insurance company portfolio investing, subject to significant limitations; and any activities previously found by the Federal Reserve Board to be closely related to banking.
Such activities include underwriting insurance or annuities; providing financial or investment advice; underwriting, dealing in, or making markets in securities; merchant banking, subject to limitations; insurance company portfolio investing, subject to limitations; and any activities previously found by the Federal Reserve Board to be closely related to banking.
Additionally, with the final capital rule fully implemented as of January 1, 2019, an institution is required to maintain a 2.5% common equity Tier 1 capital conservation buffer over the minimum risk-based capital requirements to avoid restrictions on the ability to pay dividends, discretionary bonuses to executive officers, and engage in share repurchases.
Additionally, certain institutions, such as Wesbanco, are required to maintain a 2.5% common equity Tier 1 capital conservation buffer over the minimum risk-based capital requirements to avoid restrictions on the ability to pay dividends, discretionary bonuses to executive officers, and engage in share repurchases.
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.
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.
Effective January 1, 2016, Wesbanco Bank and Wesbanco became subject to “capital conservation buffer” rules, phased in over a four year period which ended in 2019, which requires Wesbanco and Wesbanco Bank to have capital levels above the regulatory minimums to pay dividends (discussed below in connection with the Basel III initiative under “Item 1. Business—Capital Requirements”).
Wesbanco Bank and Wesbanco are subject to “capital conservation buffer” rules which require Wesbanco and Wesbanco Bank to have capital levels above the regulatory minimums to pay dividends (discussed below in connection with the Basel III initiative under “Item 1. Business—Capital Requirements”).
Total Tier 1 is comprised of CET1 and certain restricted capital instruments, including qualifying cumulative perpetual preferred stock and qualifying trust preferred securities, in their Tier 1 capital, up to a limit of 25% of Tier 1 capital.
Total Tier 1 is comprised of CET1 and certain additional Tier 1 capital instruments, including qualifying cumulative perpetual preferred stock and qualifying trust preferred securities.
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.
By electing financial holding company status, a bank holding company is permitted to engage in activities that have been deemed 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 4 that the complementary activity does not pose a safety and soundness risk.
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.
In the past five years, Wesbanco originated nearly $2.2 billion in community development loans, including $277 million in 2025. At the heart of the Bank’s successful community development program is its commitment of time and resources to the communities it serves. In 2025, Wesbanco employees provided over 17,800 hours of volunteer service to 845 organizations and schools throughout its footprint.
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.
As part of the America Saves program, Wesbanco added the Military Saves and Veterans Saves initiatives, designed to help military families meet their special financial goals. 8 The Wesbanco Bank Community Development Corporation (“Wesbanco CDC”), an affiliate of Wesbanco Bank, 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.
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.
As of December 31, 2025, Wesbanco’s leverage ratio was 9.42% and the Bank’s leverage ratio was 9.92%. 7 As of December 31, 2025, Wesbanco had $167.1 million in junior subordinated debt on its Consolidated Balance Sheets.
As a result of exceeding the $10 billion asset threshold, Wesbanco Bank is subject to enhanced prudential supervision from both the FDIC and WVDFI as part of their large bank supervision program. Wesbanco is also under the jurisdiction of the SEC and certain state securities commissions for matters relating to the offering and sale of its securities.
As a result of exceeding the $10 billion asset threshold, Wesbanco Bank is subject to enhanced prudential supervision from both the FDIC and WVDFI as part of their respective large bank supervision programs.
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.
Additionally, in 2025, Wesbanco contributed over $3.5 million in philanthropic donations and sponsorships to worthy organizations serving local communities in Wesbanco’s service area. 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.
The rule replaces the current advertising rule’s broadly drawn limitations with principles-based provisions designed to accommodate the continual evolution and interplay of technology and advice, and includes tailored requirements for certain types of advertisements.
The SEC’s rule governing investment adviser advertisements and payments to solicitors contains principles-based provisions designed to accommodate the continual evolution and interplay of technology and advice, and includes tailored requirements for certain types of advertisements.
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.
The safety and care of our employees and their families as well as the communities where we serve is paramount for us. Of our total employees, over 11% or 339 were minorities with 120 or 35% of those officers. Of our 1463 total officers, 832 or 57% were women.
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 has been an active participant in America Saves Week since its inception in 2007 and this was Wesbanco’s tenth consecutive designation for savings excellence.
FAH, LLC and Flagship Acquisitions Trust, which were acquired in the Old Line Bancshares, Inc. ("OLBK") acquisition and are Maryland limited liability corporations, hold certain real estate properties located in the Maryland area. Each of these entities is a wholly owned subsidiary of Wesbanco Bank.
FAH, LLC and Flagship Acquisitions Trust, which were acquired in the Old Line Bancshares, Inc. ("OLBK") acquisition and are Maryland limited liability corporations, hold certain real estate properties located in the Maryland area. Wesbanco has thirteen capital trusts, which are formed for the purpose of issuing trust preferred securities (“Trust Preferred Securities”) and lending the proceeds to Wesbanco.
The Federal Reserve Board promulgated Regulation II (Debit Card Interchange Fees and Routing) that limits the interchange fees paid by merchants to issuers when their debit cards are used as payment.
The Federal Reserve Board’s Regulation II limits the interchange fees paid by merchants to issuers when their debit cards are used as payment. The rule applies to institutions with $10 billion or more in assets and thus applies to Wesbanco and the Bank.
In addition, Wesbanco Bank’s Investment Department serves as an investment adviser to a family of mutual funds and is registered as an investment adviser with the SEC and in some states.
In addition, Wesbanco Bank’s Investment Department serves as an investment adviser to a family of mutual funds and is registered as an investment adviser with the SEC and in some states. Regulation Best Interest establishes a standard of conduct for broker-dealers when they make a recommendation to a retail customer of any securities transaction or investment strategy involving securities.
Accordingly, investors should monitor the Investors section of the website in addition to following Wesbanco's press releases, SEC filings, public conference calls, 3 presentations and webcasts. The information contained on, or that may be accessed through, Wesbanco's website is not incorporated by reference into, and is not a part of, this Annual Report on Form 10-K.
The information contained on, or that may be accessed through, Wesbanco's website is not incorporated by reference into, and is not a part of, this Annual Report on Form 10-K. 3 ACQUISITION On February 28, 2025, Wesbanco completed its acquisition of PFC.
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.
For regulatory purposes, Trust Preferred Securities totaling $161.9 million underlying such junior subordinated debt were included in Tier 2 capital as of December 31, 2025. For more information regarding trust preferred securities, please refer to Note 11, “Subordinated and Junior Subordinated Debt” in the Consolidated Financial Statements.
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.
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. AMSCO, Inc. 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.
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.
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 2025, Wesbanco provided philanthropic donations and sponsorships totaling over $3.5 million in support of worthwhile organizations serving local communities across our footprint.
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.
Large banks are subject to more continuous oversight by the FDIC and a more complex insurance premium calculation, involving additional loan-related and other risk factors leading to an 6 overall higher rate as compared to that of small banks.
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.
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 “greatest” workplaces.
Beginning in 2019, Wesbanco Bank is considered to be a large bank for the purposes of the premium calculation because its total assets exceed $10 billion, and it is therefore subject to more continuous oversight by the FDIC.
Since 2019, Wesbanco Bank has been considered a large bank for purposes of the premium calculation because its total assets exceeded $10 billion for four consecutive quarters prior to that.
Wesbanco 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.
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. 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 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.
We have been able to enhance our engagement with the communities we serve through the retention of many of the employees we have acquired through our acquisition strategy who bring a strong skill set to our organization. In addition, we have engaged in leadership training for senior and middle management supervisors.
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.
Further, our employees provided technical assistance services and financial education to 845 organizations and area schools that resulted in over 17,800 volunteer hours in 2025.
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.
PAYMENT OF DIVIDENDS Dividends from Wesbanco Bank are a significant source of funds for payment of dividends to Wesbanco’s shareholders. For the year ended December 31, 2025, Wesbanco declared cash dividends to its preferred and common shareholders of approximately $15.0 million and $141.8 million, respectively.
Additionally, Wesbanco has developed its own loan and deposit products to provide financing and savings options with innovative and flexible terms to meet identified needs for underserved persons and in underserved communities. Wesbanco has also been recognized as a leader in community development lending.
Wesbanco Bank offers a variety of conventional loan and deposit products that provide innovative financing and savings options to meet identified needs for underserved persons and in underserved communities. These include proprietary Wesbanco products, such as the CRA Opportunity Mortgage, that provide flexible terms for low- and moderate-income persons or persons residing in low- and moderate-income areas.
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.
A capital infusion conceivably could be required at a time when Wesbanco may not have the resources to provide it. The Volcker Rule (the Federal Reserve Board’s Regulation VV) limits Wesbanco’s ability to engage in proprietary trading, as well as its ability to sponsor or invest in certain hedge funds or private equity funds.
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.
For additional information regarding the Merger, see Note 2, “Mergers and Acquisitions.” In addition, the Merger Agreement is filed as an exhibit to this Annual Report on Form 10-K. HUMAN CAPITAL RESOURCES At December 31, 2025, Wesbanco employed 2,969 full-time equivalent employees.
Therefore, as long as the Bank remains “well capitalized” or even becomes “adequately capitalized,” there would be no basis under Section 324.403 to limit the ability of the Bank to pay dividends because it had not become undercapitalized, significantly undercapitalized or critically undercapitalized.
As of December 31, 2025, Wesbanco Bank was “well capitalized” under the definition in Section 324.403 of the FDIC Regulations. Should Wesbanco Bank be deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, the FDIC would require certain corrective actions which could include limitations on the ability of the Bank to pay dividends.
Removed
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.
Added
First Insurance Group of the Midwest, Inc., which was acquired in the Premier Financial Corp. ("PFC") acquisition, formerly offered insurance services throughout PFC's markets prior to the sale of substantially all of its assets by PFC on June 30, 2023. It is in the process of being dissolved.
Removed
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.
Added
Accordingly, investors should monitor the Investors section of the website in addition to following Wesbanco's press releases, SEC filings, public conference calls, presentations and webcasts.
Removed
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”.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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.
Biggest changeA new bank or company may bring with it unexpected liabilities, bad loans, or poor employee relations, or the new bank or 16 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.
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.
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.
Whenever dividends on any shares of Series A Preferred Stock have not been declared and paid for the equivalent of six or more dividend payments, whether or not for consecutive dividend periods (a “Nonpayment Event”), the holders of Series A Preferred Stock, voting together as a class with holders of any and all other series of voting preferred stock then outstanding would be entitled to vote for the election of a total of two additional members of our board of directors (the “Preferred Stock Directors”), provided that our board of directors shall at no time include more than two Preferred Stock Directors and that the election of any Preferred Stock Directors shall not cause us to violate the corporate governance requirements of the Nasdaq Stock Market (or any other exchange on which our securities may be listed) including the requirements that listed companies must have a majority of independent directors.
Whenever dividends on any shares of Series B Preferred Stock have not been declared and paid for the equivalent of six or more dividend payments, whether or not for consecutive dividend periods (a “Nonpayment Event”), the holders of Series B Preferred Stock, voting together as a class with holders of any and all other series of voting preferred stock then outstanding would be entitled to vote for the election of a total of two additional members of our board of directors (the “Preferred Stock Directors”), provided that our board of directors shall at no time include more than two Preferred Stock Directors and that the election of any Preferred Stock Directors shall not cause us to violate the corporate governance requirements of the Nasdaq Stock Market (or any other exchange on which our securities may be listed) including the requirements that listed companies must have a majority of independent directors.
In September 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update, ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments,” which was adopted by Wesbanco as of January 1, 2020 and replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model.
In September 2016, the Financial Accounting Standards Board issued an accounting standard update, ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments,” which was adopted by Wesbanco as of January 1, 2020 and replaced the former “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model.
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.
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.
The insurance premium is based on an assessment rate that utilizes a complex calculation that includes Wesbanco Bank’s CAMELS ratings, its ability to withstand asset-related and funding-related stress and potential loss severity of its assets. The FDIC periodically raises the base rate to ensure the Deposit Insurance Fund ("DIF") is at an appropriate level.
The insurance premium is based on an assessment rate that utilizes a complex calculation that includes Wesbanco Bank’s CAMELS ratings, its ability to withstand asset-related and funding-related stress and potential loss severity of its assets. The FDIC periodically raises the base rate to ensure the Deposit Insurance Fund is at an appropriate level.
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.
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 14 institutions. Areas of competition include interest rates for loans and deposits, efforts to obtain deposits and range and quality of services provided.
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.
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.
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.
In the event that the holders of the Series B 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 B 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.
The current United States administration has indicated that it may propose significant changes with respect to a variety of issues, including international trade agreements, import and export regulations, tariffs and customs duties, 13 foreign relations, tax laws, corporate governance laws and corporate fuel economy standards, that could have a positive or negative impact on Wesbanco’s business and the Bank’s customers including those in the wholesale and distribution, manufacturing and retail industries.
The current United States administration has indicated that it may propose significant changes 10 with respect to a variety of issues, including international trade agreements, import and export regulations, tariffs and customs duties, foreign relations, tax laws, corporate governance laws and corporate fuel economy standards, that could have a positive or negative impact on Wesbanco’s business and the Bank’s customers including those in the wholesale and distribution, manufacturing and retail industries.
If premium assessment rates were to further increase, it would negatively impact Wesbanco’s earnings. 16 RISKS RELATED TO ESTIMATES AND ASSUMPTIONS THE CURRENT EXPECTED CREDIT LOSSES ACCOUNTING STANDARD ("CECL") COULD RESULT IN SIGNIFICANT VOLATILITY OF THE ESTIMATION OF CREDIT LOSSES AND MAY HAVE A MATERIAL IMPACT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.
If premium assessment rates were to further increase, it would negatively impact Wesbanco’s earnings. 13 RISKS RELATED TO ESTIMATES AND ASSUMPTIONS THE CURRENT EXPECTED CREDIT LOSSES ACCOUNTING STANDARD ("CECL") COULD RESULT IN SIGNIFICANT VOLATILITY OF THE ESTIMATION OF CREDIT LOSSES AND MAY HAVE A MATERIAL IMPACT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS.
Regulatory changes in tax legislation, zoning or similar external conditions including environmental liability may affect property values and the economic feasibility of existing and proposed real estate projects. The Company’s CRE loan portfolio is concentrated predominantly in West Virginia, Ohio, Pennsylvania, Kentucky, Indiana, Maryland, northern Virginia and Tennessee.
Regulatory changes in tax legislation, zoning or similar external conditions including environmental liability may affect property values and the economic feasibility of existing and proposed real estate projects. The Company’s CRE loan portfolio is concentrated predominantly in West Virginia, Ohio, Pennsylvania, Kentucky, Indiana, Maryland, northern Virginia, southern Michigan and Tennessee.
ECONOMIC CONDITIONS IN WESBANCO’S MARKET AREAS COULD NEGATIVELY IMPACT EARNINGS . Wesbanco Bank serves both individuals and business customers primarily throughout West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Maryland, northern Virginia and Tennessee. The substantial majority of Wesbanco’s loan portfolio is to individuals and businesses in these markets.
ECONOMIC CONDITIONS IN WESBANCO’S MARKET AREAS COULD NEGATIVELY IMPACT EARNINGS . Wesbanco Bank serves both individuals and business customers primarily throughout West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Maryland, northern Virginia, southern Michigan and Tennessee. The substantial majority of Wesbanco’s loan portfolio is to individuals and businesses in these markets.
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).
These voting rights will continue until dividends on the shares of Series B Preferred Stock and any 18 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).
Such events could affect the stability of Wesbanco’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, impair Wesbanco’s liquidity, result in loss of revenue, and/or cause Wesbanco to incur additional expenses. 14 THE SOUNDNESS OF OTHER FINANCIAL INSTITUTIONS COULD ADVERSELY IMPACT WESBANCO.
Such events could affect the stability of Wesbanco’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, impair Wesbanco’s liquidity, result in loss of revenue, and/or cause Wesbanco to incur additional expenses. 11 THE SOUNDNESS OF OTHER FINANCIAL INSTITUTIONS COULD ADVERSELY IMPACT WESBANCO.
The terms of the preferred stock offering prohibits us from declaring or paying dividends or making distributions on our common stock unless the full dividends for the most recently completed dividend period have been declared and paid, or set aside for payment, on all outstanding shares of Series A Preferred Stock.
The terms of the preferred stock offering prohibits us from declaring or paying dividends or making distributions on our common stock unless the full dividends for the most recently completed dividend period have been declared and paid, or set aside for payment, on all outstanding shares of Series B Preferred Stock.
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.
Wesbanco completed such an impairment analysis of goodwill and other intangible assets in late 2025 and concluded that no impairment charge was necessary for the year ended December 31, 2025. Wesbanco cannot provide assurance that it will not be required to take an impairment charge in the future.
Some of these factors include, without limitation: • prevailing market conditions; • our financial and operating results; • estimates of our business potential and earnings prospects; • an overall assessment of our management; • changes in interest rates; • business interruptions, such as may result from natural disasters, health concerns such as the coronavirus or other events; • our performance relative to our peers; • market demand for our shares; • perceptions of the banking industry in general; • political influences on investor sentiment; and • consumer confidence.
Some of these factors include, without limitation: • prevailing market conditions; • our financial and operating results; • estimates of our business potential and earnings prospects; • an overall assessment of our management; • changes in interest rates; • business interruptions, such as may result from natural disasters, pandemics or other events; • our performance relative to our peers; • market demand for our shares; • perceptions of the banking industry in general; • political influences on investor sentiment; and • consumer confidence.
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.
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.
Management may not be able to control the effects of inflation as needed and the results may adversely impact results of operations. 15 A HIGH PERCENTAGE OF WESBANCO’S LOAN PORTFOLIO IS IN WEST VIRGINIA, OHIO, PENNSYLVANIA, KENTUCKY, INDIANA, MARYLAND, VIRGINIA AND TENNESSEE AND IN COMMERCIAL AND RESIDENTIAL REAL ESTATE.
Management may not be able to control the effects of inflation as needed and the results may adversely impact results of operations. 12 A HIGH PERCENTAGE OF WESBANCO’S LOAN PORTFOLIO IS IN WEST VIRGINIA, OHIO, PENNSYLVANIA, KENTUCKY, INDIANA, MARYLAND, VIRGINIA, MICHIGAN AND TENNESSEE AND IN COMMERCIAL AND RESIDENTIAL REAL ESTATE.
Wesbanco has outstanding Series A Preferred Stock that is senior to our common stock and could adversely affect our ability to declare or pay dividends or distributions on our common stock.
Wesbanco has outstanding Series B Preferred Stock that is senior to our common stock and could adversely affect our ability to declare or pay dividends or distributions on our common stock.
At times, the stock markets, including the Nasdaq Stock Market, on which our common stock is listed, may experience significant price and volume fluctuations.
At times, the stock markets, including the Nasdaq Global Select Market, on which our common stock is listed, may experience significant price and volume fluctuations.
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.
Wesbanco’s goodwill was approximately $1.6 billion or 39% and $1.1 billion or 39% of stockholders’ equity as of December 31, 2025 and 2024, 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.
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.
As of December 31, 2025, Wesbanco had $167.1 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 $161.9 million underlying such junior subordinated debt were previously included in Tier 1 capital in accordance with regulatory reporting requirements prior to December 31, 2019.
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.
DETERIORATION 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, 2025, approximately 20% of Wesbanco’s loan portfolio was comprised of residential real estate loans, and 57% was comprised of commercial real estate loans.
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.
RISKS INHERENT IN MUNICIPAL BONDS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S EARNINGS. As of December 31, 2025, approximately 26% of Wesbanco’s total securities portfolio was invested in municipal bonds.
Once identified, climate risks are assessed for potential impacts on us and our customers. These future enhancements to our risk framework are in development and will continue to be refined as new climate trends and risks arise. GLOBAL pandemics COULD adversely affect THE OPERATIONS OF us and our customers.
These future enhancements to our risk framework are in development and will continue to be refined as new climate trends and risks arise. GLOBAL pandemics COULD adversely affect THE OPERATIONS OF us and our customers.
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.
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. 17 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.
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.
Although, over the past five years, Wesbanco has successfully issued preferred stock and subordinated debentures, along with the completion of a private placement of common shares, Wesbanco’s future 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.
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.
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.
We are in the process of enhancing our climate and environmental, social and corporate governance ("ESG") risk considerations into our risk framework and risk management programs established for strategic, credit, market, compliance, operational and reputational risks. The potential of climate risk is monitored through our risk identification process.
We continue to enhance our climate and environmental, social and corporate governance risk considerations into our risk framework and risk management programs established for strategic, credit, market, compliance, operational and reputational risks. The potential of climate risk is monitored through our risk identification process. Once identified, climate risks are assessed for potential impacts on us and our customers.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 a probability of default ("PD") and loss given default ("LGD") approach, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default.
Any impairment charge would have a negative effect on its shareholders’ equity and financial results and may cause a decline in our stock price.
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.
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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.
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In addition, 15 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.
Removed
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
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.
Removed
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.
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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.
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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.
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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.
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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.
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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.
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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.
Removed
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.
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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.
Removed
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.
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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.
Removed
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.
Removed
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.
Removed
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.
Removed
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

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Biggest changeWe 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
Biggest changeAdditional information regarding these risks is included in Item 1A, “Risk Factors – Interruption to Our Information Systems or Breaches in Security Could Adversely Affect Wesbanco’s Operations.” Wesbanco’s cybersecurity disclosures are intended to provide investors with an understanding of its cybersecurity risk management, strategy, and governance, while avoiding disclosure of sensitive details that could compromise securit y. 21
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.
Wesbanco’s Information Security and Cybersecurity program is integrated into its overall enterprise risk management (“ERM”) framework and shares common methodologies, reporting channels, and governance processes applicable across legal, regulatory, strategic, operational, and financial risk areas.
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.
The team includes representatives from Information Technology, Risk Management, Legal, Compliance, Fraud and BSA, Corporate Communications, Human Resources, Investor Relations, Retail Banking, Bank Operations, Customer Support, and Digital Banking and Payments. The incident response team conducts annual tabletop exercises involving executive leadership and, periodically, members of the Board of Directors, to assess readiness and reinforce response procedures.
While Wesbanco and its third-party providers have in the past experienced cybersecurity incidents, Wesbanco is not aware of any current incidents or new types of threats which have materially affected or are reasonably likely to materially affect Wesbanco, including its business strategy, results of operations, or financial condition.
Members of the Information Security team also maintain industry‑recognized certifications aligned to their roles and responsibilities. Cybersecurity Risk Impact While Wesbanco and its third‑party providers have experienced cybersecurity incidents in the past, Wesbanco is not aware of any cybersecurity incidents that have materially affected its business strategy, results of operations, or financial condition.
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.
Management’s Role Management is responsible for the day‑to‑day operation of Wesbanco’s cybersecurity and information security programs. The Technology Governance Committee, a management‑level steering committee, receives periodic reporting from the Chief Security Officer regarding cybersecurity risk assessments, program performance, mitigation activities, regulatory compliance, incident response readiness, and results of internal and external assessments.
Our Enterprise Risk Management Committee regularly reports to the full Board of Directors regarding its activities, including those related to cybersecurity.
The Committee receives periodic reporting from management, including the Chief Security Officer, covering cybersecurity risk assessments, key risk indicators, program effectiveness, threat developments, and significant cybersecurity incidents, as applicable. The Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.
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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.
Added
Wesbanco also partners with trusted third‑party security providers to enhance monitoring capabilities, perform independent assessments and testing, support incident response readiness, provide threat intelligence, and assist with compliance and control design. Cybersecurity Risk Assessment and Management Wesbanco maintains processes designed to assess, identify, and manage material risks from cybersecurity threats.
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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.
Added
These processes evaluate cybersecurity risks based on the likelihood of occurrence and potential impact to critical business processes, customer‑facing platforms, information assets, and regulatory obligations. Identified cybersecurity risks are incorporated into the enterprise risk inventory and prioritized in accordance with Wesbanco’s risk appetite and risk management objectives.
Removed
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. This process is also intended to provide for the security and integrity of Wesbanco’s data that may be stored on third-party systems.
Added
The cybersecurity program leverages governance, administrative, technical, and physical controls intended to support prevention, detection, mitigation, and remediation of cybersecurity risks.
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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.
Added
Wesbanco aligns its cybersecurity controls with recognized industry standards and frameworks, including those published by the National Institute of Standards and Technology (“NIST”) and the Center for Internet Security (“CIS”), and monitors program effectiveness through ongoing control testing and performance indicators.
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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.
Added
Wesbanco periodically engages independent third parties to perform cybersecurity assessments, including annual external penetration testing, program evaluations, and control reviews. Results of these assessments are reviewed by management and used to inform remediation activities and continuous improvement of the cybersecurity program.
Removed
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.
Added
Third‑Party Cybersecurity Risk Management As discussed in Item 1A, “Risk Factors – Risks Related to the Use of Technology,” cybersecurity risks may arise from third‑party technology relationships. Wesbanco maintains a third‑party risk management program designed to assess and monitor cybersecurity risks associated with vendors, suppliers, and service providers that may access Wesbanco systems, networks, or data.
Removed
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.
Added
Third‑party due diligence and ongoing monitoring are risk‑based and may include review of cybersecurity questionnaires, contractual security and notification requirements, independent assurance reports (such as SOC reports), and validation of remediation efforts, as appropriate to the nature and criticality of the service provided.
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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.
Added
Certain technology services utilized by Wesbanco are provided by vendors that are widely used across the financial services industry. A cybersecurity incident affecting such providers could present systemic risk and potentially impact multiple financial institutions, including Wesbanco.
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As part of the Enterprise Risk Management Framework, cybersecurity oversight also utilizes the concept of three lines of defense which allows for multiple challenge response processes to continually mature the cybersecurity program. Cybersecurity best practices from the National Institute of Standards and Technology ("NIST") and the Center for Internet Security ("CIS") are used to establish, operate, and validate security controls.
Added
Threat Intelligence, Training, and Incident Preparedness Wesbanco leverages multiple internal and external threat intelligence sources, including participation in the Financial Services Information Sharing and Analysis Center (FS‑ISAC), to enhance awareness of emerging threats and threat actor activity.
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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.
Added
Wesbanco invests in ongoing security education for its Information Security staff and maintains required cybersecurity awareness training for all employees, with role‑based training provided to personnel with elevated access or specialized responsibilities. Incident management and response for cybersecurity events is coordinated through a cross‑functional incident response team chaired by the Chief Security Officer.
Removed
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.
Added
Wesbanco’s incident response processes are integrated with business continuity and disaster recovery planning, which are tested periodically, to support operational resilience and timely recovery in the event of a cybersecurity incident. Materiality Assessment and Disclosure Controls Wesbanco maintains disclosure controls and procedures designed to facilitate timely evaluation of cybersecurity incidents for potential disclosure obligations.
Removed
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+.
Added
When a cybersecurity incident is identified, established escalation and response procedures support cross‑functional evaluation involving Information Security, Risk Management, Legal, Finance, and executive leadership, as appropriate.
Added
Determinations of materiality are based on the totality of the facts and circumstances, including both qualitative and quantitative factors, such as the nature and scope of the incident, potential operational disruption, customer or counterparty impact, regulatory and 20 legal exposure, and the potential effect on Wesbanco’s business strategy, results of operations, financial condition, and reputation, consistent with applicable SEC guidance.
Added
Cybersecurity considerations are incorporated into strategic initiatives, including technology modernization, digital banking offerings, and third‑party technology adoption, to align growth objectives with Wesbanco’s cybersecurity risk management framework. Governance Board Oversight The Enterprise Risk Management Committee, a standing committee of the Board of Directors, provides oversight of risks arising from cybersecurity threats as part of its broader enterprise risk oversight responsibilities.
Added
Wesbanco’s cybersecurity governance follows a three‑lines‑of‑defense model that includes operational ownership, independent risk management oversight, and independent assurance activities to promote effective challenge and continuous improvement. The Chief Security Officer is responsible for cybersecurity strategy, operational planning, and program execution and has extensive experience in information security, supported by relevant education and professional certifications.
Added
Cybersecurity threats continue to evolve, and Wesbanco faces ongoing risks from potential cybersecurity incidents that, if realized, could materially affect operations, financial condition, or business strategy.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWesbanco also operated ten loan production offices leased in West Virginia, Ohio, western Pennsylvania, Maryland, Indiana, Tennessee and northern Virginia. These leases expire at various dates through January 2062 and generally include options to renew. The Bank also owns several regional headquarters buildings in various markets, most of which also house a banking office and/or certain back office functions.
Biggest changeWesbanco also operated 13 loan production offices leased in West Virginia, Ohio, western Pennsylvania, Maryland, Indiana, Tennessee, northern Virginia and Michigan. These leases expire at various dates through January 2062 and generally include options to renew. The Bank also owns several regional headquarters buildings in various markets, most of which also house a banking office and/or certain back office functions.
At 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.
At various building locations, Wesbanco rents or makes available commercial office space to unrelated businesses. Rental income totaled $0.8 million, $1.1 million and $1.6 million in 2025, 2024 and 2023, 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, 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 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, 2025, Wesbanco operated 251 banking offices in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana, Michigan and Maryland, of which 192 were owned and 59 were leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
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, 2025: 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, 2025 911,118 October 1, 2025 to October 31, 2025 30,222 $ 32.18 — 911,118 November 1, 2025 to November 30, 2025 1,331 30.77 — 911,118 December 1, 2025 to December 31, 2025 1,650 34.63 — 911,118 Total 33,203 $ 32.25 — 911,118 ______ (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, 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.
As of December 31, 2025, 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. 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.
(2) Consists of open market purchases and shares purchased from employees for the payment of withholding taxes to facilitate a stock compensation transaction. 23 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 total shareholder return assumes a $100 investment in the common stock of Wesbanco and each index since December 31, 2019 with reinvestment of dividends.
The total shareholder return assumes a $100 investment in the common stock of Wesbanco and each index since December 31, 2020 with reinvestment of dividends.
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.
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 911,118 shares remaining for repurchase. Repurchases in the fourth quarter included those for the 401(k) and dividend reinvestment plans.
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.
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 Market under the symbol WSBC. The approximate number of record holders of Wesbanco’s $2.0833 par value common stock as of February 18, 2026 was 11,867.
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
Period Ending December 31, December 31, December 31, December 31, December 31, December 31, Index 2020 2021 2022 2023 2024 2025 Wesbanco, Inc. 100.00 121.28 133.26 118.75 129.19 138.23 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 S&P Regional Banks Select Industry Index 100.00 139.90 119.26 110.40 131.50 145.48

Item 7. Management's Discussion & Analysis

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

217 edited+36 added−36 removed148 unchanged
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.
Biggest changeFor the years ended December 31, (dollars in thousands, except per share amounts) 2025 2024 2023 Tangible common equity to tangible assets: Total shareholders’ equity $ 4,031,913 $ 2,790,281 $ 2,533,062 Less: goodwill and other intangible assets, net of deferred tax liability (1,693,755 ) (1,118,293 ) (1,124,811 ) Tangible equity 2,338,158 1,671,988 1,408,251 Less: preferred shareholders' equity (224,187 ) (144,484 ) (144,484 ) Tangible common equity 2,113,971 1,527,504 1,263,767 Total assets 27,696,333 18,684,298 17,712,374 Less: goodwill and other intangible assets, net of deferred tax liability (1,693,755 ) (1,118,293 ) (1,124,811 ) Tangible assets $ 26,002,578 $ 17,566,005 $ 16,587,563 Tangible equity to tangible assets 8.99 % 9.52 % 8.49 % Tangible common equity to tangible assets 8.13 % 8.70 % 7.62 % Tangible book value per share: Total shareholders’ equity $ 4,031,913 $ 2,790,281 $ 2,533,062 Less: goodwill and other intangible assets, net of deferred tax liability (1,693,755 ) (1,118,293 ) (1,124,811 ) Less: preferred shareholders' equity (224,187 ) (144,484 ) (144,484 ) Tangible common equity 2,113,971 1,527,504 1,263,767 Common shares outstanding 96,067,559 66,919,805 59,376,435 Tangible book value per share at year end $ 22.01 $ 22.83 $ 21.28 Return on average tangible equity: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: amortization of intangibles, net of tax 22,965 6,518 7,180 Net income available to common shareholders before amortization of intangibles 225,529 147,903 156,087 Average total shareholders’ equity 3,742,065 2,653,174 2,474,627 Less: average goodwill and other intangibles, net of deferred tax liability (1,583,033 ) (1,121,472 ) (1,128,277 ) Average tangible equity $ 2,159,032 $ 1,531,702 $ 1,346,350 Return on average tangible equity 10.45 % 9.66 % 11.59 % Average tangible common equity $ 1,968,805 $ 1,387,218 $ 1,201,866 Return on average tangible common equity 11.46 % 10.66 % 12.99 % Return on average tangible assets: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: amortization of intangibles, net of tax 22,965 6,518 7,180 Net income before amortization of intangibles 225,529 147,903 156,087 Average total assets 25,967,670 18,122,625 17,259,720 Less: average goodwill and other intangibles, net of deferred tax liability (1,583,033 ) (1,121,472 ) (1,128,277 ) Average tangible assets $ 24,384,637 $ 17,001,153 $ 16,131,443 Return on average tangible assets 0.92 % 0.87 % 0.97 % Efficiency ratio: Non-interest expense $ 624,575 $ 401,871 $ 390,002 Less: amortization of intangibles (29,070 ) (8,251 ) (9,088 ) Less: restructuring and merger-related expense (75,933 ) (6,400 ) (3,830 ) Non-interest expense excluding restructuring and merger-related expense and amortization of intangibles 519,572 387,220 377,084 Net interest income on a fully-taxable equivalent basis 819,271 483,016 486,343 Non-interest income excluding net securities gains (losses) 163,376 126,575 119,547 Net interest income on a fully-taxable equivalent basis plus non-interest income $ 982,647 $ 609,591 $ 605,890 Efficiency ratio 52.87 % 63.52 % 62.24 % Net income per common shareholders, excluding certain items: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: after-tax restructuring and merger-related expenses (1) 59,987 5,056 3,026 Add: after-tax day one provision for credit losses on acquired loans (1) 46,926 — — Net income per common shareholders, excluding after-tax restructuring and merger-related expenses $ 309,477 $ 146,441 $ 151,933 30 For the years ended December 31, (dollars in thousands, except per share amounts) 2025 2024 2023 Net income per common share - diluted, excluding certain items: Net income per common share - diluted $ 2.23 $ 2.26 $ 2.51 Add: after-tax restructuring and merger-related expenses per common share - diluted (1) 0.66 0.08 0.05 Add: after-tax day one provision for credit losses on acquired loans (1) 0.51 — — Net income per common share - diluted, excluding certain items $ 3.40 $ 2.34 $ 2.56 Return on average equity, excluding certain items: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: after-tax restructuring and merger-related expenses (1) 59,987 5,056 3,026 Add: after-tax day one provision for credit losses on acquired loans (1) 46,926 — — Net income available to common shareholders, excluding certain items 309,477 146,441 151,933 Average total shareholders’ equity $ 3,742,065 $ 2,653,174 $ 2,474,627 Return on average equity, excluding certain items 8.27 % 5.52 % 6.14 % Return on average tangible equity, excluding certain items: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: after-tax restructuring and merger-related expenses (1) 59,987 5,056 3,026 Add: amortization of intangibles, net of tax 22,965 6,518 7,180 Add: after-tax day one provision for credit losses on acquired loans (1) 46,926 — — Net income available to common shareholders before amortization of intangibles and excluding certain items 332,442 152,959 159,113 Average total shareholders’ equity 3,742,065 2,653,174 2,474,627 Less: average goodwill and other intangibles, net of deferred tax liability (1,583,033 ) (1,121,472 ) (1,128,277 ) Average tangible equity $ 2,159,032 $ 1,531,702 $ 1,346,350 Return on average tangible equity, excluding certain items 15.40 % 9.99 % 11.82 % Average tangible common equity $ 1,968,805 $ 1,387,218 $ 1,201,866 Return on average tangible common equity, excluding certain items 16.89 % 11.03 % 13.24 % Return on average assets, excluding certain items: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: after-tax restructuring and merger-related expenses (1) 59,987 5,056 3,026 Add: after-tax day one provision for credit losses on acquired loans (1) 46,926 — — Net income available to common shareholders, excluding certain items 309,477 146,441 151,933 Average total assets $ 25,967,670 $ 18,122,625 $ 17,259,720 Return on average tangible assets, excluding certain items 1.19 % 0.81 % 0.88 % Return on average tangible assets, excluding after-tax restructuring and merger-related expenses: Net income available to common shareholders $ 202,564 $ 141,385 $ 148,907 Add: amortization of intangibles, net of tax 22,965 6,518 7,180 Add: after-tax restructuring and merger-related expenses (1) 59,987 5,056 3,026 Add: after-tax day one provision for credit losses on acquired loans (1) 46,926 — — Net income available to common shareholders, before amortization of intangibles and excluding certain items 332,442 152,959 159,113 Average total assets 25,967,670 18,122,625 17,259,720 Less: average goodwill and other intangibles, net of deferred tax liability (1,583,033 ) (1,121,472 ) (1,128,277 ) Average tangible assets $ 24,384,637 $ 17,001,153 $ 16,131,443 Return on average tangible assets, excluding certain items 1.36 % 0.90 % 0.99 % Dividend payout ratio, excluding certain items: Dividends declared per common share $ 1.49 $ 1.45 $ 1.41 Net income per common share - diluted 2.23 2.26 2.51 Add: after-tax restructuring and merger-related expenses per diluted share (1) 0.66 0.08 0.05 Add: after-tax day one provision for credit losses on acquired loans (1) 0.51 — — Net income per common share - diluted, excluding certain items $ 3.40 $ 2.34 $ 2.56 Dividend payout ratio, excluding certain items 43.82 61.97 55.08 (1) Tax effected at 21% for all periods presented. 31 For the years ended December 31, (dollars in thousands, except per share amounts) 2025 2024 2023 Pre-tax, pre-provision income, excluding restructuring and merger-related expenses: Income before provision for income taxes $ 279,238 $ 185,114 $ 194,049 Add: provision for credit losses 77,242 19,206 17,734 Add: restructuring and merger-related expenses 75,933 6,400 3,830 Pre-tax, pre-provision income 432,413 210,720 215,613 Pre-tax, pre-provision income per common share - diluted Net income per common share - diluted $ 2.23 $ 2.26 $ 2.51 Add: provision for income taxes 0.61 0.55 0.60 Add: provision for credit losses 0.85 0.30 0.29 Add: preferred dividends 0.23 0.16 0.17 Add: restructuring and merger-related expenses 0.83 0.10 0.06 Pre-tax, pre-provision income per common share - diluted $ 4.75 $ 3.36 $ 3.63 RESULTS OF OPERATIONS EARNINGS SUMMARY For the year ended December 31, 2025, net income available to common shareholders was $202.6 million, or $2.23 per diluted share, compared to $141.4 million, or $2.26 per diluted share for the year ended December 31, 2024.
The manner and degree of monitoring and administration of the portfolio varies by type and size of loan. Credit risk is also managed by closely monitoring delinquency levels and trends and initiating collection efforts at the earliest stage of delinquency. Wesbanco also monitors general economic conditions, including unemployment, housing activity and real estate values in its markets.
The manner and degree of monitoring and administration of the portfolio varies by type and size of loan. Credit risk is also managed by closely monitoring delinquency levels, trends and initiating collection efforts at the earliest stage of delinquency. Wesbanco also monitors general economic conditions, including unemployment, housing activity and real estate values in its markets.
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.
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.
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.
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.
Outside-of-market loans consist of loans in all other locations not included in any of the other defined areas and have remained relatively unchanged over the past few years. CREDIT RISK The risk that borrowers will be unable or unwilling to repay their obligations is inherent in all lending activities.
A portion of these securities could be sold for additional liquidity, or such securities could be pledged to secure additional FHLB borrowings. Approximately 61% of the total market value of the investment portfolio is pledged to public deposit customers, as public deposit balances have increased significantly through the several 62 acquisitions made since 2015.
A portion of these securities could be sold for additional liquidity, or such securities could be pledged to secure additional FHLB borrowings. Approximately 61% of the total market value of the investment portfolio is pledged to public deposit customers, as public deposit balances have increased significantly through the several acquisitions made since 2015.
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.
Overall risk is mitigated by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan amount in relation to the lower of the cost or the market value of the property, unless there are sufficient mitigating factors that would reduce the risk of a higher loan-to-value.
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.
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.
Wesbanco is subject to risk-based capital guidelines that measure capital relative to risk-weighted assets and off-balance sheet instruments. Wesbanco and its banking subsidiary Wesbanco Bank maintain Tier 1 risk-based, Total risk-based and Tier 1 leverage capital ratios significantly above minimum regulatory levels.
Wesbanco is subject to risk-based capital guidelines that measure capital relative to risk-weighted assets and off-balance sheet instruments. Wesbanco and its banking subsidiary Wesbanco Bank maintain Tier 1 risk-based, Total risk-based and Tier 1 leverage 58 capital ratios significantly above minimum regulatory levels.
The FHLB requires securities to be specifically pledged to the FHLB and maintained in a FHLB-approved custodial arrangement if the member wishes to include such securities in the maximum borrowing capacity calculation. Wesbanco has elected not to specifically pledge to the FHLB unpledged securities.
The FHLB requires securities to be specifically 59 pledged to the FHLB and maintained in a FHLB-approved custodial arrangement if the member wishes to include such securities in the maximum borrowing capacity calculation. Wesbanco has elected not to specifically pledge to the FHLB unpledged securities.
Environmental risk is mitigated by requiring assessments performed by qualified inspectors whenever the current or previous uses of the property or any adjacent properties are likely to have resulted in contamination of the property financed.
Environmental risk is further mitigated by requiring assessments performed by qualified inspectors whenever the current or previous uses of the property or any adjacent properties are likely to have resulted in contamination of the property financed.
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.
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.
(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.
(4) Trust assets are held by the Bank, in fiduciary or agency capacities for its customers and therefore are not included as assets on Wesbanco’s Consolidated Balance Sheets. 29 Non-GAAP Measures The following non-GAAP financial measures used by Wesbanco provide information that Wesbanco believes is useful to investors in understanding Wesbanco’s operating performance and trends, and facilitates comparisons with the performance of Wesbanco’s peers.
(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%.
(2) Total held-to-maturity debt securities are presented on the Consolidated Balance Sheets net of their allowance for credit losses totaling $0.2 million and $0.1 million at December 31, 2025 and December 31, 2024, respectively. (3) Weighted average yields have been calculated on a taxable-equivalent basis using the federal statutory tax rate of 21%.
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.
Wesbanco recorded an allowance on held-to-maturity debt securities of $0.2 and $0.1 million as of December 31, 2025 and 2024, respectively. Equity securities, of which a portion consists of investments in various mutual funds held in grantor trusts formed in connection with a key officer and director deferred compensation plan, are recorded at fair value.
Since adopting ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350)”, the impairment charge is based on the excess of a reporting unit’s carrying amount over its fair value. Wesbanco completed its annual quantitative goodwill impairment evaluation as of November 30, 2024, and concluded that there were no indications of impairment.
Since adopting ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350)”, the impairment charge is based on the excess of a reporting unit’s carrying amount over its fair value. Wesbanco completed its annual quantitative goodwill impairment evaluation as of November 30, 2025, and concluded that there were no indications of impairment.
The exposure is composed of a number of separate projects in various Kentucky markets that are at differing stages of development. Commercial loans, including renewals and extensions of maturity, are approved within a framework of individual lending authorities based on the total credit exposure of the borrower. Loans with credit exposure up to $300 thousand are based on scoring system.
The exposure is composed of a number of separate projects in various Ohio markets that are at differing stages of development. Commercial loans, including renewals and extensions of maturity, are approved within a framework of individual lending authorities based on the total credit exposure of the borrower. Loans with credit exposure up to $300 thousand are based on scoring system.
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.
The information contained in this report should be read in conjunction with Wesbanco’s Form 10-Qs for the prior quarters ended March 31, June 30 and September 30, 2025, respectively, and documents subsequently filed by Wesbanco which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com.
In addition, as there were no significant changes in market conditions, consolidated operating results or forecasted future results after November 30, 2024, it was concluded that at December 31, 2024, there were also no indications of impairment. Business Combinations— Business combinations are accounted for by applying the acquisition method.
In addition, as there were no significant changes in market conditions, consolidated operating results or forecasted future results after November 30, 2025, it was concluded that at December 31, 2025, there were also no indications of impairment. Business Combinations— Business combinations are accounted for by applying the acquisition method.
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.
The allowance for credit losses specific to loans reflects the risk of loss in the loan portfolio. To appropriately measure expected credit losses, management disaggregates the loan portfolio into pools of similar risk characteristics. The Company utilizes a PD and LGD approach to calculate the expected loss for each segment, which is then discounted to net present value.
OREO consists primarily of property acquired through or in lieu of foreclosure but may also include bank premises held for sale. Repossessed assets primarily consist of automobiles and other types of collateral acquired to satisfy defaulted consumer loans. 55 Table 17 summarizes non-performing assets. TABLE 17.
OREO consists primarily of property acquired through or in lieu of foreclosure but may also include bank premises held for sale. Repossessed assets primarily consist of automobiles and other types of collateral acquired to satisfy defaulted consumer loans. 52 Table 17 summarizes non-performing assets. TABLE 17.
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.
MATURITY DISTRIBUTION AND YIELD ANALYSIS OF SECURITIES The following table presents the tax-equivalent yields of held-to-maturity debt securities by contractual maturity at December 31, 2025. In some instances, the issuers may have the right to call or prepay obligations without penalty prior to the contractual maturity date.
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.
Letters of credit may also require Wesbanco to notify the beneficiary within a specified time in the event Wesbanco does not intend to renew or extend the commitment. 46 Table 13 summarizes the distribution of maturities by rate type for all commercial loans. TABLE 13.
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.
The allowance for credit losses under CECL is calculated utilizing a PD and LGD approach, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default.
Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the businesses of Wesbanco and Premier may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger of Wesbanco and Premier may not be fully realized within the expected timeframes; disruption from the merger of Wesbanco and Premier may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting Wesbanco’s operational and financial performance.
Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the expected cost savings and any revenue synergies from the merger of Wesbanco and PFC may not be fully realized within the expected timeframes; disruption from the merger of Wesbanco and PFC may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects of changing regional and national economic conditions, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting Wesbanco’s operational and financial performance.
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.
Loans with credit exposure greater than $300 thousand require the approval of a commercial banking executive or credit officer, and credit exposures greater than $5.0 million require approval of a credit officer that is not responsible for loan origination.
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 instead of a reduction in the loan’s amortized cost.
The FHLB system functions as a borrowing source for regulated financial institutions that are engaged in residential and commercial real estate lending along with securities investing. Wesbanco uses term FHLB borrowings as a general funding source and to more appropriately match interest maturities for certain assets.
Wesbanco is a member of the FHLB system. The FHLB system functions as a borrowing source for regulated financial institutions that are engaged in residential and commercial real estate lending along with securities investing. Wesbanco uses term FHLB borrowings as a general funding source and to more appropriately match interest maturities for certain assets.
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.
There was no remaining unamortized balance of mortgage servicing rights related to these loans at either December 31, 2025 or 2024. 51 CREDIT QUALITY The quality of the loan portfolio is measured by various factors, including the amount of loans that are past due, required to be reported as non-performing, or are adversely graded in accordance with internal risk classifications that are consistent with regulatory adverse risk classifications.
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.
Alternative funding sources may include the utilization of existing overnight lines of credit with third party banks totaling $265.0 million, none of which was outstanding at December 31, 2025, along with seeking other lines of credit, borrowings under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing brokered deposits, or selling securities available-for-sale or certain types of loans.
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.
There is a potential risk for office loan losses to materialize as lease agreements begin to expire and companies reduce their footprint. 48 TABLE 14.
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.
Interest rates on installment obligations are generally fixed for the term of the loan, while lines of credit are adjustable daily based on the Prime Rate. 50 TABLE 15.
Business” within this Annual Report on Form 10-K for more information on the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III Capital Standards. LIQUIDITY RISK Liquidity is defined as a financial institution’s capacity to meet its cash and collateral obligations at a reasonable cost.
Also refer to “Item 1. Business” within this Annual Report on Form 10-K for more information on the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III Capital Standards. LIQUIDITY RISK Liquidity is defined as a financial institution’s capacity to meet its cash and collateral obligations at a reasonable cost.
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 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.
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.
Accrued interest receivable on held-to-maturity securities, which was $8.2 million and $8.4 million as of December 31, 2025 and 2024, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S.
The following table presents the top five states of municipal bond concentration based on total fair value at December 31, 2024: TABLE 10.
The following table presents the top five states of municipal bond concentration based on total fair value at December 31, 2025: TABLE 10.
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.
However, differences between management’s estimation of expected future losses and actual incurred losses in subsequent periods may necessitate future adjustments to the provision for credit losses. Management believes the allowance for credit losses is appropriate to absorb expected future losses at December 31, 2025. 56 DEPOSITS TABLE 21.
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.
The allowance for credit losses – loans was 1.14% of total portfolio loans as of December 31, 2025, compared to 1.10% as of December 31, 2024. The allowance for credit losses - loans individually-evaluated increased $10.1 million from December 31, 2024 to December 31, 2025 due to an individually-evaluated loan analysis completed on certain classified commercial real estate loans.
The commercial portfolio is monitored for potential concentrations of credit risk including by market, CRE – property type, C&I industry, loan type and loans affected by similar external factors. The breakdown of CRE – improved property includes 26% owner-occupied and 74% non-owner occupied.
The commercial portfolio is monitored for potential concentrations of credit risk including by market, CRE – property type, C&I industry, loan type and loans affected by similar external factors. The breakdown of CRE – improved property includes 30% owner-occupied and 70% non-owner occupied.
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.
Government securities to be pledged equal to or greater than the average deposit balance in the related customer accounts. The principal sources of parent company liquidity are dividends from the Bank and $161.4 million in cash on hand.
Assets managed for the WesMark Funds, a proprietary group of mutual funds that is advised by Wesbanco Trust and Investment Services, were $0.9 billion as of December 31, 2024 and $0.8 billion as of December 31, 2023, and are included in managed assets.
Assets managed for the WesMark Funds, a proprietary group of mutual funds that is advised by Wesbanco Trust and Investment Services, were $0.9 billion as of both December 31, 2025 and December 31, 2024, and are included in managed assets.
Therefore, the sales price of these assets is dependent on current market conditions that affect the value of real estate, used automobiles, and other collateral. Repossessed assets are generally sold at auction within 60 days after repossession. Expenses associated with owning OREO and repossessed assets charged to other expenses were $0.3 million for both 2024 and 2023.
Therefore, the sales price of these assets is dependent on current market conditions that affect the value of real estate, used automobiles, and other collateral. Repossessed assets are generally sold at auction within 60 days after repossession. Expenses associated with owning OREO and repossessed assets charged to other expenses were $0.4 million in 2025 and $0.3 million in 2024.
The common dividend per share payout ratio increased to 64.2% in 2024 from 56.2% in 2023, which is primarily attributable to a decrease in earnings year-over-year. A board-approved policy generally targets dividends as a percent of net income in a range of 40% to 75%, subject to capital levels, earnings history and prospects, regulatory concerns, and other factors.
The common dividend per share payout ratio increased to 68.2% in 2025 from 64.2% in 2024, which is primarily attributable to a decrease in earnings year-over-year. A board-approved policy generally targets dividends as a percentage of net income in a range of 40% to 75%, subject to capital levels, earnings history and prospects, regulatory concerns, and other factors.
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.
Classified loan grades are equivalent to the classifications used by banking regulators to identify those loans that have significant adverse characteristics. A classified loan grade is assigned to all non-accrual commercial loans. Criticized and classified loans totaled $604.9 million or 4.4% of total commercial loans at December 31, 2025, compared to $354.7 million or 3.9% at December 31, 2024.
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.
Excluding these public funds, at December 31, 2025, uninsured deposits were $4.7 billion, or 22% of total deposits. Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $6.8 billion and $3.7 billion at December 31, 2025 and December 31, 2024, respectively.
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.
Other short-term borrowings of $110.7 million at December 31, 2025 consisted of repurchase agreements or overnight sweep checking accounts for large commercial customers. Other short-term borrowings may also include federal funds purchased using the Federal Reserve's discount window or Lines of Credit with third party banks noted above. The overnight sweep checking accounts require U.S.
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.
Purchased loan discounts from acquisitions included in the portfolio loan balances were $302.4 million and $10.5 million as of December 31, 2025 and 2024, respectively. Loan accretion included in interest income on loans acquired from prior acquisitions was $55.3 million and $3.1 million for the years ended December 31, 2025 and 2024, respectively.
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.
As of December 31, 2025, total exposure specific to land development and new development related to office buildings, improvements and renovation of existing structures, purchase of existing buildings and other related activities approximated $507 million or 2.8% of the total commercial loan exposure, as compared to $414 million or 3.4% of the total commercial loan exposure at December 31, 2024.
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.
The credit risk associated with these loans is similar to that of loans originated by Wesbanco, but additional risk may arise from Wesbanco’s limited ability to control a dealer’s compliance with applicable consumer lending laws. Indirect consumer loans represented $179 million or 50% of consumer loans at December 31, 2025 compared to $102 million or 52% at December 31, 2024.
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.
Wesbanco had outstanding commitments to extend credit in the ordinary course of business approximating $6.3 billion and $4.5 billion at December 31, 2025 and December 31, 2024, respectively. On a historical basis, only a portion of these commitments will result in an outflow of funds.
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
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 guida nce. 60
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.
The net deferred loan costs were $13.9 million and $11.9 million as of December 31, 2025 and 2024, respectively. Wesbanco conducts a deferred loan cost study to determine the allowable costs to be deferred over the life of the loan.
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 Bank’s policy is generally to declare dividends up to 90% of its earnings to the parent annually, subject to change, with Board approval.
As of December 31, 2025, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $331.3 million from the Bank. The Bank’s policy is generally to declare dividends up to 90% of its earnings to the parent annually, subject to change, with Board approval.
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.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 3, 2025.
As of December 31, 2024, Wesbanco had $123.5 million or 1.0% of total commercial loan exposure designated as HLTs, as compared to $108.0 million or 1.0% as of December 31, 2023. The bank is monitoring the office building portfolio, as remote work has continued to result in diminished need for dedicated office space.
As of December 31, 2025, Wesbanco had $135.3 million or 0.8% of total commercial loan exposure designated as HLTs, as compared to $123.5 million or 1.0% as of December 31, 2024. The bank is monitoring the office building portfolio, as remote work has continued to result in diminished need for dedicated office space.
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.
There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company. As of December 31, 2025, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $331.3 million from the Bank.
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.
Unsecured loans totaled $206 million and $195 million at December 31, 2025 and December 31, 2024, respectively. Loans can be secured by bank deposit 47 accounts, marketable securities, working capital assets (accounts receivable and inventory), equipment or owner occupied real estate. Bank deposits and marketable securities represent the lowest risk.
Net gains on the disposition of OREO and repossessed assets are credited or charged to non-interest income and were $0.1 million in 2024 and immaterial in 2023.
Net gains on the disposition of OREO and repossessed assets are credited or charged to non-interest income and were $0.6 million in 2025 and $0.1 million in 2024.
Lines of credit may also include a fee based on the amount of the line that is not advanced. Lines and letters of credit are generally renewable or may be cancelled annually by Wesbanco, but may also be committed for up to three years for certain small business lines and certain letters of credit.
Lines of credit may also include a fee based on the amount of the line that is not advanced. Lines and letters of credit are generally renewable or may be cancelled annually by Wesbanco, but may also be committed for up to three years in some circumstances.
Wesbanco did not purchase any of its common stock on the open market during the year ended December 31, 2024 under current share repurchase authorizations. At December 31, 2024, the remaining shares authorized to be purchased under the last approved repurchase plan totaled 972,298 shares.
Wesbanco did not purchase any of its common stock on the open market during the year ended December 31, 2025 under current share repurchase authorizations. At December 31, 2025, the remaining shares authorized to be purchased under the last approved repurchase plan totaled 911,118 shares.
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.
Deposit cash flows are another principal factor affecting overall Wesbanco liquidity. Deposits totaled $21.7 billion at December 31, 2025. Deposit cash flows are impacted by current interest rates, products and rates offered by Wesbanco versus various forms of competition, as well as customer behavior.
This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
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.
Past due loans at December 31, 2025 were 0.67% of total loans, compared to 0.47% at December 31, 2024. (Please see the Credit Quality and Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion). 35 TABLE 4.
Wesbanco did not have any BIC borrowings outstanding at December 31, 2024.
Wesbanco did not have any BIC borrowings outstanding at December 31, 2025.
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.
Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In 2025, average loans represented 77.3% of average earning assets, an increase from 74.8% in 2024.
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.
Money market deposits were influenced through Wesbanco’s increased participation in the Insured Cash Sweep (ICS ® ) money market deposits program. ICS ® reciprocal balances totaled $2.2 billion at December 31, 2025 as compared to $1.3 billion at December 31, 2024. ICS ® one-way buys totaled $100.2 million and $200.6 million at December 31, 2025 and December 31, 2024, respectively.
These large relationships generally consist of more than one loan to a borrower or their related entities and often have different primary repayment sources. The single largest relationship exposure approximated $121 million at December 31, 2024 and consists of multiple loans to a business relationship for residential real estate and land development in the real estate investment sector.
These large relationships generally consist of more than one loan to a borrower or their related entities and often have different primary repayment sources. The single largest relationship exposure approximated $151 million at December 31, 2025 and consists of multiple loans to a business relationship for multi-family apartment projects and land development in the real estate investment sector.
Non-performing assets were 0.32% of total loans and other real estate and repossessed assets as of December 31, 2024, increasing from 0.24% at the end of 2023. Criticized and classified loans were 2.80% of total loans, increasing from 2.22% as of December 31, 2023, primarily due to downgrades within the CRE portfolio.
Non-performing assets were 0.48% of total loans and other real estate and repossessed assets as of December 31, 2025, increasing from 0.32% at the end of 2024. Criticized and classified loans were 3.15% of total loans, increasing from 2.80% as of December 31, 2024, primarily due to downgrades within the CRE portfolio.
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.
Wesbanco’s municipal portfolio comprises 26.4% of the overall securities portfolio as of December 31, 2025 compared to 34.2% as of December 31, 2024, which carries different risks that are not as prevalent in other security types contained in the portfolio.
The 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.
The aggregate of all CRE loans and loan commitments that exceeded the regulatory guidelines approximated $391 million or 14% of the Bank’s total risk-based capital at December 31, 2025, compared to $237 million or 12% at December 31, 2024.
Strong earnings enabled Wesbanco to increase the quarterly dividend to $0.37 per share in the fourth quarter of 2024, the eighteenth increase over the last fourteen years, cumulatively representing a 164% increase over that period. 31 Selected financial ratios for the years ended December 31, 2024, 2023 and 2022 are presented in the table below: For the years ended December 31, (dollars in thousands, except shares and per share amounts) 2024 2023 2022 PER COMMON SHARE INFORMATION Earnings per common share—basic $ 2.26 $ 2.51 $ 3.03 Earnings per common share—diluted 2.26 2.51 3.02 Earnings per common share—diluted, excluding certain items (1)(2) 2.34 2.56 3.04 Dividends declared per common share 1.45 1.41 1.37 Book value at year end 39.54 40.23 38.55 Tangible book value at year end (1) 22.83 21.28 19.43 Average common shares outstanding—basic 62,589,406 59,303,210 60,047,177 Average common shares outstanding—diluted 62,653,557 59,427,989 60,215,374 Period end common shares outstanding 66,919,805 59,376,435 59,198,963 Period end preferred shares outstanding 150,000 150,000 150,000 SELECTED RATIOS Return on average assets 0.78 % 0.86 % 1.08 % Return on average assets, excluding certain items (1)(2) 0.81 0.88 1.09 Return on average tangible assets (1) 0.87 0.97 1.21 Return on average tangible assets, excluding certain items (1)(2) 0.90 0.99 1.22 Return on average equity 5.33 6.02 7.23 Return on average equity, excluding certain items (1)(2) 5.52 6.14 7.29 Return on average tangible equity (1) 9.66 11.59 13.78 Return on average tangible equity, excluding certain items (1)(2) 9.99 11.82 13.88 Return on average tangible common equity (1) 10.66 12.99 15.39 Return on average tangible common equity, excluding certain items (1)(2) 11.03 13.24 15.50 Net interest margin (3) 2.96 3.14 3.20 Efficiency ratio (1) 64.73 63.64 59.53 Average loans to average deposits 89.48 85.71 74.21 Allowance for credit losses - loans to total loans 1.10 1.12 1.10 Allowance for credit losses - loans to total non-performing loans 349.08 487.45 284.41 Non-performing assets to total assets 0.22 0.16 0.25 Net loan charge-offs to average loans 0.11 0.04 0.02 Average shareholders’ equity to average assets 14.64 14.34 14.90 Tangible equity to tangible assets (1) 9.52 8.49 8.19 Tangible common equity to tangible assets (1) 8.70 7.62 7.28 Tier 1 leverage ratio 10.68 9.87 9.90 Tier 1 capital to risk-weighted assets 13.06 12.05 12.33 Total capital to risk-weighted assets 15.88 14.91 15.11 Common equity tier 1 capital ratio (CET 1) 12.07 10.99 11.20 Dividend payout ratio 64.16 56.18 45.36 Trust assets at market value (4) $ 5,967,610 $ 5,360,657 $ 4,878,479 _______ (1) See "Non-GAAP Measures" for additional information relating to the calculation of this item.
Strong earnings enabled Wesbanco to increase the quarterly dividend to $0.38 per share in the fourth quarter of 2025, the eighteenth increase over the last fifteen years, cumulatively representing a 171% increase over that period. 28 Selected financial ratios for the years ended December 31, 2025, 2024 and 2023 are presented in the table below: For the years ended December 31, (dollars in thousands, except shares and per share amounts) 2025 2024 2023 PER COMMON SHARE INFORMATION Earnings per common share—basic $ 2.23 $ 2.26 $ 2.51 Earnings per common share—diluted 2.23 2.26 2.51 Earnings per common share—diluted, excluding certain items (1)(2) 3.40 2.34 2.56 Dividends declared per common share 1.49 1.45 1.41 Book value at year end 39.64 39.54 40.23 Tangible book value at year end (1) 22.01 22.83 21.28 Average common shares outstanding—basic 90,896,991 62,589,406 59,303,210 Average common shares outstanding—diluted 91,034,094 62,653,557 59,427,989 Period end common shares outstanding 96,067,559 66,919,805 59,376,435 Period end preferred shares outstanding 230,000 150,000 150,000 SELECTED RATIOS Return on average assets 0.78 % 0.78 % 0.86 % Return on average assets, excluding certain items (1)(2) 1.19 0.81 0.88 Return on average tangible assets (1) 0.92 0.87 0.97 Return on average tangible assets, excluding certain items (1)(2) 1.36 0.90 0.99 Return on average equity 5.41 5.33 6.02 Return on average equity, excluding certain items (1)(2) 8.27 5.52 6.14 Return on average tangible equity (1) 10.45 9.66 11.59 Return on average tangible equity, excluding certain items (1)(2) 15.40 9.99 11.82 Return on average tangible common equity (1) 11.46 10.66 12.99 Return on average tangible common equity, excluding certain items (1)(2) 16.89 11.03 13.24 Net interest margin (3) 3.53 2.96 3.14 Efficiency ratio (1) 52.87 63.52 62.24 Average loans to average deposits 89.24 89.48 85.71 Allowance for credit losses - loans to total loans 1.14 1.10 1.12 Allowance for credit losses - loans to total non-performing loans 238.85 349.08 487.45 Non-performing assets to total assets 0.33 0.22 0.16 Net loan charge-offs to average loans 0.10 0.11 0.04 Average shareholders’ equity to average assets 14.41 14.64 14.34 Tangible equity to tangible assets (1) 8.99 9.52 8.49 Tangible common equity to tangible assets (1) 8.13 8.70 7.62 Tier 1 leverage ratio 9.42 10.68 9.87 Tier 1 capital to risk-weighted assets 11.42 13.06 12.05 Total capital to risk-weighted assets 13.92 15.88 14.91 Common equity tier 1 capital ratio (CET 1) 10.37 12.07 10.99 Dividend payout ratio 66.82 64.16 56.18 Trust assets at market value (4) $ 7,885,513 $ 5,967,610 $ 5,360,657 _______ (1) See "Non-GAAP Measures" for additional information relating to the calculation of this item.
(2) Contains no state issued Illinois municipal obligations. (3) Contains obligations in the state of West Virginia totaling $28.5 million or 2.8% of the total municipal portfolio. 45 LOANS AND LOAN COMMITMENTS Loans represent Wesbanco’s largest balance sheet asset classification and the largest source of interest income.
(2) Contains no state issued Illinois municipal obligations. (3) Contains obligations in the state of West Virginia totaling $34.4 million or 3.2% of the total municipal portfolio. 42 LOANS AND LOAN COMMITMENTS Loans represent Wesbanco’s largest balance sheet asset classification and the largest source of interest income.
Other Kentucky locations include the Elizabethtown KY MSA along with other Kentucky locations that are not located within an MSA. Through the acquisition of OLBK, Wesbanco added the Baltimore-Columbia-Towson, MD MSA and the Washington DC-Arlington-Alexandria, VA MSA as well as other Maryland locations. Adjacent states include parts of Delaware and Virginia that are within close proximity to Wesbanco’s markets.
Through the acquisition of OLBK, Wesbanco added the Baltimore-Columbia-Towson, MD MSA and the Washington DC-Arlington-Alexandria, VA MSA as well as other Maryland locations. Adjacent states include parts of Delaware and Virginia that are within close proximity to Wesbanco’s markets.
OREO and repossessed assets totaled $0.9 million at December 31, 2024 as compared to $1.5 million at December 31, 2023. Wesbanco seeks to minimize the period for which it holds OREO and repossessed assets while also attempting to obtain a fair value from their disposition.
OREO and repossessed assets totaled $0.9 million at December 31, 2025, unchanged from $0.9 million at December 31, 2024. Wesbanco seeks to minimize the period for which it holds OREO and repossessed assets while also attempting to obtain a fair value from their disposition.
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.
Reflecting the impact of an elevated federal funds rate, there continued to be some mix shift in the composition of total deposits; however, total demand deposits continue to represent 49% of total deposits, with the non-interest bearing component representing 25%, which remains consistent with the percentage range since early 2020.
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.
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.
Criticized and classified loan balances increased to 2.80% of total portfolio loans, as compared to 2.22% at December 31, 2023. Annualized net loan charge-offs to average loans for the full year period increased seven basis points compared to 2023.
Criticized and classified loan balances increased slightly to 3.15% of total portfolio loans, as compared to 2.80% at December 31, 2024. Annualized net loan charge-offs to average loans for the full year period decreased seven basis points compared to 2024.
The Bank paid $42.0 million in dividends to Wesbanco during 2024, or 61 25% of the Bank’s net income. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company.
The Bank paid $111.0 million in dividends to Wesbanco during 2025, or 44% of the Bank’s net income. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to the parent company.
Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of December 31, 2024 and December 31, 2023 were $223.8 million and $233.2 million, respectively.
Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of December 31, 2025, and December 31, 2024 were $139.5 million and $223.8 million, respectively.
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.
FHLB stock, which is recorded at cost of $58.5 million at December 31, 2025, is also pledged as collateral for these advances. Wesbanco’s remaining maximum borrowing capacity, subject to the collateral requirements noted, with the FHLB at December 31, 2025 and 2024 was estimated to be approximately $6.8 billion and $3.7 billion, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+1 added−0 removed17 unchanged
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.
Biggest changeImmediate Change in Interest Percentage Change in Economic Value of Equity from Base over One Year ALCO Rates (basis points) December 31, 2025 December 31, 2024 Guidelines +200 (0.6%) 1.7% (20.0%) +100 (0.1%) 0.5% (10.0%) -100 (0.3%) (0.5%) (10.0%) -200 (2.3%) (2.9%) (20.0%) -300 (6.0%) (8.2%) (30.0%) -400 N/A (16.2%) (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 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.
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.
Significant balance sheet strategies to assist in managing the net interest margin in the current interest rate environment include: • increasing total loans, particularly commercial and home equity loans that have variable or adjustable features; • adjusting the percentage of sales of longer-term residential mortgage loan production into the secondary market; • managing rates on interest bearing deposits and growing demand deposit account types to increase the relative portion of these account types to total deposits; • employing back-to-back loan swaps for certain commercial loan customers desiring a term fixed rate loan equivalent, with the Bank receiving a variable rate; • adjusting terms for FHLB short-term maturing borrowings to balance asset/liability mismatches; or paying them off with excess liquidity • using CDARS ® and ICS ® deposit programs to manage funding needs and overall liability mix, and • adjusting the size, mix or duration of the investment portfolio as part of liquidity and balance sheet management strategies 65
Significant balance sheet strategies to assist in managing the net interest margin in the current interest rate environment may include: • increasing total loans, particularly commercial and home equity loans that have variable or adjustable features; • adjusting the percentage of sales of longer-term residential mortgage loan production into the secondary market; • managing rates on interest bearing deposits and growing demand deposit account types to increase the relative portion of these account types to total deposits; • employing back-to-back loan swaps for certain commercial loan customers desiring a term fixed rate loan equivalent, with the Bank receiving a variable rate; • adjusting terms for FHLB short-term maturing borrowings to balance asset/liability mismatches; or paying them off with excess liquidity • using CDARS ® and ICS ® deposit programs to manage funding needs and overall liability mix, and • adjusting the size, mix or duration of the investment portfolio as part of liquidity and balance sheet management strategies 62
Such modeling is directionally consistent with typical parallel rate shock scenarios, and it assists in predicting changes in forecasted outcomes and potential adjustments to management plans to assist in achieving earnings goals. Wesbanco also periodically measures the economic value of equity (“EVE”), which is defined as the market value of tangible equity in various rate scenarios.
Such modeling is directionally consistent with typical parallel rate shock scenarios, and it assists in predicting changes in forecasted outcomes and potential adjustments to management plans to assist in achieving earnings goals. Wesbanco also periodically measures the EVE, which is defined as the market value of tangible equity in various rate scenarios.
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.
The table below indicates Wesbanco’s interest rate sensitivity at December 31, 2025 and December 31, 2024, assuming the above-noted interest rate changes, as compared to a base model. TABLE 1.
Wesbanco’s ALCO is an executive management committee with Board representation, responsible for monitoring and managing interest rate risk within approved policy limits, utilizing earnings sensitivity simulation and economic value-at-risk models. These models are highly dependent on various assumptions, which change regularly as the balance sheet composition and market interest rates change.
Wesbanco’s ALCO is an executive management committee with Board representation, responsible for monitoring and managing interest rate risk within approved policy limits, utilizing earnings sensitivity simulation and economic value of equity ("EVE") models. These models are highly dependent on various assumptions, which change regularly as the balance sheet composition and market interest rates change.
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.
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.
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.
Generally, changes in the EVE 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 and betas. The following table presents these results and Wesbanco’s policy limits as of December 31, 2025 and December 31, 2024.
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.
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, 2025 December 31, 2024 Guidelines +200 2.0% 4.8% (10.0%) +100 1.0% 2.3% (7.5%) -100 (1.7%) (2.2%) (7.5%) -200 (3.8%) (5.1%) (10.0%) -300 (5.4%) (8.4%) (15.0%) -400 N/A (12.7%) (20.0%) 61 Net interest income sensitivity changes are primarily due to the impact of incorporating legacy PFC acquired balance sheet into the interest rate risk framework, organic growth throughout 2025 and 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 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.
Generally, weighted average interest bearing non-maturity deposit betas utilized in modeling are 49% in up shocks and 45% in down shocks as the banking industry continues to remain in a competitive environment where funding cost pressures persist.
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.
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 for appropriateness. Key assumptions are reviewed quarterly and updated as deemed appropriate by management and reviewed at ALCO.
Added
Changes in EVE sensitivity since year-end 2024 relate to incorporating legacy PFC acquired balance sheet into the interest rate risk framework, organic growth throughout 2025 and the change in market interest rates and their impact upon the fair values of earning assets and costing liabilities.

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