WSBC 10-K & 10-Q changes, risk factors and insider trading

We arecontinue into the process of enhancingenhance 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. 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.

Wesbanco Bank serves both individuals and business customers primarily throughout West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Maryland, northern VirginiaVirginia, southern Michigan and Tennessee. The substantial majority of Wesbanco’s loan portfolio is to individuals and businesses in these markets. As a result, the financial condition, results of operations and cash flows of Wesbanco are affected by local and regional economic conditions, as well as national economic conditions. A downturn in these economies could have a negative impact on Wesbanco and the ability of the Bank’s customers to repay their loans. The value of the collateral securing loans to borrowers may also decline as the economy declines. As a result, deteriorating economic conditions in these markets could cause a decline in the overall quality of Wesbanco’s loan portfolio requiring Wesbanco to charge-off a higher percentage of loans and/or increase its allowance for credit losses. A decline in economic conditions in these markets may also force customers to utilize deposits held by Wesbanco Bank in order to pay current expenses causing the Bank’s deposit base to shrink. As a result, the Bank may have to borrow funds at higher rates in order to meet liquidity needs. Volatility in oil and gas prices may impact shale gas activity in West Virginia, Ohio and Pennsylvania, which may somewhat negatively impact local and regional economic conditions, affecting both commercial and retail customers, resulting in potentially lower oil and gas related royalty deposits and potential credit deterioration in the loan portfolio.

In a period of declining rates with a relatively flat or inverted yield curve environment, Wesbanco’s cost of funds for banking operations may not decrease at the same pace as loan and investment yields. The cost of funds may also increase as a result of future general economic conditions, interest rates and competitive pressures. The Bank has traditionally obtained funds principally through deposits and borrowings from the Federal Home Loan Bank ("FHLB"), correspondent banks, and other wholesale borrowing sources. As a general matter, deposits are a cheaper source of funds than borrowings because interest rates paid for deposits are typically less than interest rates charged for borrowings. If, as a result of general economic conditions, market interest rates, competitive pressures or higher deposit betas in relation to increases in federal funds rate increases, the value of deposits at the Bank decreases relative to its overall banking operations, the Bank may have to rely more heavily on borrowings as a source of funds in the future.

A HIGH PERCENTAGE OF WESBANCO’S LOAN PORTFOLIO IS IN WEST VIRGINIA, OHIO, PENNSYLVANIA, KENTUCKY, INDIANA, MARYLAND, VIRGINIAVIRGINIA, MICHIGAN AND TENNESSEE AND IN COMMERCIAL AND RESIDENTIAL REAL ESTATE. DETERIORATIONSDETERIORATION 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.

The Company’s CRE loan portfolio is concentrated predominantly in West Virginia, Ohio, Pennsylvania, Kentucky, Indiana, Maryland, northern VirginiaVirginia, southern Michigan and Tennessee. There are a wide variety of economic conditions within the local markets of the eight states in which most of the company’s CRE loan portfolio is situated. Rates of employment, consumer loan demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas, cities and towns. Metropolitan markets comprise various submarkets where property values and demand can be affected by many factors, such as demographic makeup, geographic features, transportation, recreation, local government, school systems, utility infrastructure, tax burden, building-stock age, zoning and building codes, and available land for development. As a result of the high concentration of the company’s loan portfolio, it may be more sensitive, as compared to more diversified institutions, to future disruptions in and deterioration of this market, which could lead to losses, which could have a material adverse effect on the business, financial condition and results of operations of the company.

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. If premium assessment rates were to further increase, it would negatively impact Wesbanco’s earnings.

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. 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 thea probability of default ("PD") dividedand byloss thegiven LGD,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. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, loan risk grades, portfolio mix, concentrations and loan growth. Any changes in the model inputs may create more volatility in the level of our allowance for credit losses. Any material increase in our level of allowance for credit losses or expenses incurred to determine the appropriate level of the allowance for credit losses could adversely affect our business, financial condition and results of operations.

AlthoughAlthough, over the past five years, Wesbanco has successfully raised $150 million of Series Aissued preferred stock inand 2020,subordinated issueddebentures, $150along millionwith the completion of fixed-to-floating subordinated debentures in 2022 and completed a $200 million private placement of common shares in 2024,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. There is no assurance that, if needed, Wesbanco will be able to raise additional equity or secured /unsecured debt that may count as Tier 1 or Tier 2 capital on favorable terms or at all. An inability to raise additional capital may have a material adverse effect on our ability to expand operations, and on our financial condition, results of operations and future prospects.

Wesbanco has outstanding Series AB 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. 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 AB Preferred Stock. Whenever dividends on any shares of Series AB 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 AB 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 the event that the holders of the Series AB 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 AB 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. These voting rights will continue until dividends on the shares of Series AB 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).

business interruptions, such as may result from natural disasters, health concerns such as the coronaviruspandemics or other events;

At times, the stock markets, including the Nasdaq StockGlobal Select Market, on which our common stock is listed, may experience significant price and volume fluctuations. As a result, the market price of our common stock is likely to be similarly volatile and investors in our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects.

Management’s Discussion and Analysis ("MD&A") represents an overview of the results of operations and financial condition of Wesbanco. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto. This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023,2024, as filed with the SEC on FebruaryMarch 27,3, 2023.2025.

Forward-looking statements in this report relating to Wesbanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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, 2024,2025, 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. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. 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 PremierPFC may not be fully realized within the expected timeframes; disruption from the merger of Wesbanco and PremierPFC 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. Wesbanco does not assume any duty to update forward-looking statements.

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 thea PD /and LGD approach to calculate the expected loss for each segment, which is then discounted to net present value. PD is the probability the asset will default within a given timeframe and LGD is the percentage of the assets not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rate spreads, as well as modeling adjustments for changes in prepayment speeds, portfolio mix and loan growth. Management relies on macroeconomic forecasts obtained from various reputable third party sources. These forecasts can range from one to two years, depending upon the facts and circumstances of the current state of the economy, portfolio segment and management’s judgment of what can be reasonably supported. The model reversion period can range from immediate to up to three years.

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 asinstead opposed toof a reduction in the loan’s amortized cost. The credit mark on acquired loans deemed not to be PCD loans are reflected as a reduction in the loan’s amortized cost, with an allowance and corresponding provision for credit losses recorded in the first reporting period after acquisition through current period earnings, while the loan mark will accrete through interest income over the life of such loans. At acquisition, Wesbanco will consider several factors as indicators that an acquired loan or pool of loans has experienced more-than-insignificant credit deterioration. These factors may include, but are not limited to, loans 30 days or more past due, loans with an internal risk grade of below average or lower, loans classified as non-accrual by the acquired institution, materiality of the credit and loans that have been previously modified. 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. However, the non-accretable portion of the loan mark was added to the allowance upon adoption, and any reversals of such mark will flow through the allowance in future periods. The loan mark on ASC 310-20 loans (“non-purchased credit-impaired”) from prior acquisitions continues to accrete through interest income over the life of such loans.

Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for credit losses. Acquired loans are classified into two categories; PCD loans and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. Non-PCD loans will have an allowance established on acquisition date, which is recognized in the current period provision for credit losses. For PCD loans, an allowance is recognized on day 1 by adding it to the fair value of the loan, which is the “Day 1 amortized cost”. There is no credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan. Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.loans. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment. Please refer to Note 2, "Mergers and Acquisitions" of the Consolidated Financial Statements for additional information.

Through successful operational execution, Wesbanco generated solid annual net income, while remaining a well-capitalized institution with sound liquidity and credit quality metrics. For the twelve months ended December 31, 2024,2025, net income available to common shareholders was $141.4$202.6 million, or $2.26$2.23 per diluted share, as compared to $148.9$141.4 million, or $2.51$2.26 per diluted share, for the twelve months ended December 31, 2023.2024. Net income available to common shareholders excluding after-tax restructuring and merger-related expenses and the day one provision for credit losses on acquired loans (non-GAAP measure) was $146.4$309.5 million, or $2.34$3.40 per diluted share for the year ended December 31, 2024.2025. TheseThe decreasesincrease werein net income was due in large part to the higher funding costs for both deposits and borrowings, inflationary cost pressures, and the recordingacquisition of a larger provision expense as compared to the prior year.PFC. Interest income increased $114.1$446.3 million or 16.0%54.1% to $825.6$1.3 millionbillion in 20242025 compared to 2023.2024. Net interest income decreasedincreased $3.1$336.1 million or 0.7%70.3% from 2023,2024, primarilyreflecting due3 toquarters higherof fundingthe costs.PFC acquisition. Non-interest income increased $7.5$38.8 million or 6.3%30.3% in 20242025 compared to 2023,2024, driven by a $3.9$11.4 million increase in service charges on deposits, a $2.5$6.5 million increase in digital banking income, and a $6.4 million increase in trust feesfees, andmainly adriven $1.6by millionthe increaseacquisition inof mortgage banking income.PFC. Excluding restructuring and merger-related expenses, non-interest expense increased $9.3$153.2 million or 2.4%,38.7%, driven by increases in othersalaries operating,and wages, equipment and software, FDIC insurance, salaries and wagesemployee expense.benefits, reflective of the PFC acquisition.

Total assets as of December 31, 20242025 were $18.7$27.7 billion, an increase of 5.5%48.2% as compared to December 31, 2023.2024, primarily due to the acquisition of PFC. As of December 31, 2024,2025, total portfolio loans were $12.7$19.2 billion compared to $11.6$12.7 billion at December 31, 2023,2024, reflecting ana 8.7%51.9% increase year-over year. The loan growth funding is reflected within the increase in total deposits of $965.0$7.5 millionbillion or 7.3%53.3% at December 31, 20242025 compared to December 31, 2023.2024, due to the acquired PFC deposits of $6.9 billion and organic growth of $662.0 million. Criticized and classified loan balances increased slightly to 2.80%3.15% of total portfolio loans, as compared to 2.22%2.80% at December 31, 2023.2024. Annualized net loan charge-offs to average loans for the full year period increaseddecreased seven basis points compared to 2023.2024.

Strong earnings enabled Wesbanco to increase the quarterly dividend to $0.37$0.38 per share in the fourth quarter of 2024,2025, the eighteenth increase over the last fourteenfifteen years, cumulatively representing a 164%171% increase over that period.

Certain items excluded from the calculation consist of after-tax restructuring and merger-related expenses.expenses and the after-tax day one provision for credit losses on acquired loans.

For the year ended December 31, 2024,2025, net income available to common shareholders was $141.4$202.6 million, or $2.26$2.23 per diluted share, compared to $148.9$141.4 million, or $2.51$2.26 per diluted share for the year ended December 31, 2023.2024. Net income available to common shareholders for the year ended December 31, 20242025 decreasedincreased 5.1%43.3% compared to 2023,2024, while diluted per share earnings decreased 10.0%.1.3%.

For the year ended December 31, 2024,2025, net interest income decreasedincreased $3.1$336.1 million or 0.7%,70.3% from 2024, primarily due to a combination of higher loan and securities yields and lower funding costs offsetting the impact of loan growth and higher earning asset yields year-to-date.costs. This also resulted in aan decreaseincrease in the net interest margin of 1857 basis points to 2.96%3.53% in 20242025 as compared to 2023 due to the overall higher rate environment and its effect on the rate paid on interest bearing liabilities.2024. Average loan balances increased 9.5%47.3% in 2024,2025, mostlyprimarily due to a lower level of commercial real estate payoffs and continued strong performance by the commercialPFC and residential lending teams,acquisition, while average investment securities decreasedincreased 7.4%22.6% over the same period. Total average deposits increased in 20242025 by $630.3$6.5 millionbillion or 4.9%47.6% compared to 2023,2024, due to customer preferences in the highercurrent interest rate environment and deposit gathering initiatives implemented by management.

The provision for federal and state income taxes decreasedincreased to $56.1 million in 2025 compared to $33.6 million in 2024 compared to $35.0 million in 2023,2024, due primarily to lowerhigher pre-tax income in 2024.2025. The effective tax rate was 18.2%20.1% and 18.1%18.2% for the years ended December 31, 20242025 and 2023,2024, respectively. Wesbanco recognized $3.8$3.9 million and $3.7$3.8 million in New Markets Tax Credits for the years ended December 31, 20242025 and 2023,2024, respectively.

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income decreasedincreased $3.1$336.1 million or 0.7%70.3% in 20242025 compared to 2023,2024, primarily due to higher funding costs offsetting the impactacquisition of loanPFC, growthresulting andin higher earning assets year-to-date. Rates were impacted from the 525 basis pointan increase in earning asset balances. Rates generally remained elevated in 2025, though the federal funds raterates sincedecreased 75 basis points in the firstfourth quarter of 2022, while federal funds rates did see a 100 basis point cut late in 2024, the interest rate environment generally remained elevated.2025. Total average deposits, excluding CDs, increased in 20242025 by $171.5$5.2 millionbillion or 1.4%42.9% compared to 2023,2024, due to the acquisition of PFC and the success of deposit gathering and retention. The cost of interest bearing deposits increaseddecreased by 9722 basis points and the cost of total liabilities increaseddecreased by 8235 basis points from 20232024 to 2024.2025. The increasedecrease in the cost is primarily due to the effect of the previously mentioned federal funds rate increasesdecreases on the rates paid on interest bearing demand deposits, customer repurchase agreements, term Federal Home Loan Bank ("FHLB") borrowings and junior subordinated debentures.

Interest income increased $114.1$446.3 million or 16.0%54.1% in 20242025 compared to 20232024 due to higherthe yields in mostacquisition of the major earning asset categories.PFC. Earning asset yields were influenced positively in 20242025 compared to 20232024 from the previouslyacquired mentionedPFC increasesassets inat thecurrent Federalmarket Reserve’s federal funds rate of 525 basis points since the first quarter of 2022.rates. Average loan balances increased $1.1$5.8 billion or 9.5%47.3% in 20242025 compared to 2023,2024, due to the acquisition of PFC and strong performance by banking teams across all markets. Loan yields increased by 4728 basis points during 20242025 to 5.83% due to the previously mentioned higher rate environment and its effect on the repricing of portfolio loans, as well as higher offered rates on new loans.6.11%. 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 2024,2025, average loans represented 74.8%77.3% of average earning assets, an increase from 72.0%74.8% in 2023.2024. Taxable securities yields increased by 1168 basis points in 20242025 due to higher yields on new purchases.purchases Decreasedand prepaymentsaddition on mortgage-backed securities inof the higherPFC rate environment also further benefited the taxable securities yields due to reduced amortization on securities purchased at a premium.securities. Tax-exempt securities yields increased by two15 basis points in 20242025 from 2023.2024. The average balance of tax-exempt securities, which have the highest yields within securities, increaseddecreased from 19.9% of total average securities in 2023 to 20.5% of total average securities in 2024.2024 to 16.5% of total average securities in 2025.

Interest expense increased $117.3$110.2 million in 20242025 as compared to 2023,2024, due to increases in the costacquisition of most interest bearing liability categories in the higher rate environment.PFC. The cost of interest bearing liabilities increaseddecreased by 8235 basis points from 20232024 to 3.07%2.72% in 2024.2025. Average interest bearing deposits increased by $1.1$5.3 billion or 12.5%54.2% from 20232024 to 2024.2025. The rate on interest bearing deposits increaseddecreased 9722 basis points to 2.72%2.50% in 20242025 as compared to 2023,2024, primarily from increasesdecreases in rates on interest bearing demand deposits, money market accounts and savings deposits in response to competitive pressures from higher market rates.deposits. Average non-interest bearing demand deposit balances decreasedincreased from 20232024 to 20242025 by $452.9$1.2 millionbillion or 10.5%,31.1%, and were 28.4%25.2% of total average deposits at December 31, 2024,2025, compared to 33.2%28.4% at December 31, 2023.2024. The average balance of FHLB borrowings increased by $26.1$0.2 millionbillion from 20232024 to 20242025 to maintain liquidity needs. New higher-ratelower-rate borrowings taken out in 20242025 increaseddecreased the average rate by 1696 basis points to 5.37%4.41% from 5.21%5.37% in 2023. Average repurchase agreements balances increased $9.7 million or 8.4% from 2023 to 2024, while their average rate paid increased by 95 basis points due to the impact from the higher rate environment.2024. Subordinated and junior subordinated debt average balances andincreased $65.5 million from 2024 to 2025, due to the acquired PFC debt, with an average ratesrate remainedof relatively5.81% flatin from 2023 to 2024.2025.

Gross of the allowance for credit losses, net of unearned income and includes non-accrual loans and loans held for sale. Loan fees included in interest income on loans were $2.9$7.0 million, $2.7$2.9 million and $8.8$2.7 million for the years ended December 31, 2024,2025, 20232024 and 2022, respectively. As part of loan fees, PPP loan fees were $0.2 million and $5.9 million for the years ended December 31, 2023 and 2022,2023, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $3.1$55.3 million, $4.5$3.1 million and $8.0$4.5 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively.

The provision for credit losses – loans is the amount to be added to the allowance for credit losses – loans after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb lifetime expected losses for all portfolio loans. The provision for credit losses – loan commitments is the amount to be added to the allowance for credit losses for loan commitments to bring that allowance to a level considered appropriate to absorb lifetime expected losses on unfunded loan commitments. The provision for credit losses - loans and loan commitments was $77.2 million in 2025 compared to $19.3 million in 20242024, comparedprimarily due to $17.8$59.4 million in 2023initial asprovision aexpense resultrecorded offor the PFC acquired loans. Additionally, loan growth as well asgrowth, changes in macroeconomic conditions over the reasonable and supportable forecast period of one year, primarily increasing the allowance for loan losses. Furthermore, the increase to the provision was driven byand an increase in individually evaluated loans,loans specificallycontributed withinto the CREincrease portfolio.in provision. Non-performing loans were 0.31%0.48% of total loans as of December 31, 2024,2025, and increased from 0.23%0.31% of total loans at the end of 2023.2024. Non-performing assets were 0.32%0.48% of total loans and other real estate and repossessed assets as of December 31, 2024,2025, increasing from 0.24%0.32% at the end of 2023.2024. Criticized and classified loans were 2.80%3.15% of total loans, increasing from 2.22%2.80% as of December 31, 2023,2024, primarily due to downgrades within the CRE portfolio. Past due loans at December 31, 20242025 were 0.47%0.67% of total loans, compared to 0.28%0.47% at December 31, 2023.2024. (Please see the Credit Quality and Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion).

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represented 21.1%17.0% and 20.0%21.1% of total revenue for 20242025 and 2023,2024, respectively. Wesbanco offers its customers a wide range of retail, commercial, investment and electronic banking services, which are viewed as a vital component of Wesbanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to Wesbanco. Non-interest income increased $7.5$38.8 million or 6.3%30.3% in 20242025 compared to 2023,2024, primarily due to increases in trust fees, service charges on deposits, mortgagedigital banking income, and other income. The increases were slightly offset by decreases in net swap fee and valuation income, bank-owned life insuranceinsurance, net securities gains, and mortgage banking income. The increases were slightly offset by a decrease in net gains on other real estate owned and other assets.assets and payment processing fees.

Trust fees increased $2.5$6.4 million or 9.0%20.9% in 20242025 compared to 2023.2024, due to the addition of PFC trust clients, market value appreciation, and organic growth. Trust assets of $7.9 billion at December 31, 2025, increased from $6.0 billion at December 31, 2024, increased from $5.4 billion at December 31, 2023.2024. As of December 31, 2024,2025, trust assets include managed assets of $4.8$6.2 billion and non-managed (custodial) assets of $1.1$1.7 billion. 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 ofboth December 31, 2023,2025 and December 31, 2024, and are included in managed assets.

Service charges on deposits increased $3.9$11.4 million or 14.8%38.1% in 20242025 compared to 2023,2024, due to anthe increaseaddition inof transactionalPFC, fee income from new products and services, including treasury management,management asservices, well asand increased general consumer spending.

Bank-ownedDigital lifebanking insuranceincome decreasedincreased $1.5$6.5 million or 13.3%32.7% in 20242025 compared to 2023,2024, due to ahigher decreasevolumes inprimarily mortalityassociated benefitswith received.Wesbanco's larger customer base due to the PFC acquisition and organic growth.

Mortgage banking income increased $1.6$1.9 million or 61.0%45.1% in 20242025 compared to 2023,2024, due to morea 39.3% year-over-year increase in salable residential mortgagesmortgage soldoriginations inprimarily related to the secondarylarger market,customer as well as an associated wider gain-on-sale margin.base. In 2024,2025, total mortgage production was $0.6 billion, which was a decrease of 13.0% from total production in 2023. In 2024, $307.8$428.8 million in mortgages were sold into the secondary market as compared to $293.4$307.8 million in 2023.2024. Included in mortgage banking income isare a losslosses of $0.1$0.5 million and a gain of $0.8$0.1 million from the fair value adjustments on mortgage loan commitments and related derivatives for 20242025 and 2023,2024, respectively.

Net gains on other real estate owned and other assets decreased $1.4$0.6 million in 2024 as2025 compared to 2023,2024, due primarily to a $1.1$1.0 million loss on the sale of assets this year compared to a $0.1 million gain recognizedin 2024. This is offset by an increase of $0.6 million in 2023,the fromsale anof assetOREO previouslyand writtenrepossessed off in a prior year.assets.

Non-interest expense in 2024,2025, excluding restructuring and merger-related expenses, increased $9.3$153.2 million or 2.4%38.7% compared to 2023.2024. The primary drivers of this increase were higher salaries and wages, employee benefits, net occupancy, equipment and software costs, amortization of intangible assets, FDIC insurance, professional fees, franchise and other miscellaneous tax, and postage, supplies and other expenses. These increases were slightly offset by decreases in employee benefits, marketing, amortization of intangible assets, and ATM and electronic banking and interchange expenses.other. Restructuring and merger-relatedmerger related expenses wereof $75.9 million in 2025 and $6.4 million in 2024 andwere $3.8attributable millionto inthe 2023,PFC acquisition and arecontinued describedbranch in more detail below.optimization.

Supplies, postage,Salaries and other operating expensewages increased $2.5$53.5 million or 9.0%30.1% in 2024 as2025 compared to 2023,2024, mostly due to higherthe costs and fees in supportaddition of loanapproximately growth900 andPFC higher other miscellaneous expenses.employees.

Total assets, deposits and shareholders' equity increased 5.5%,48.2%, 7.3%53.3% and 10.2%,44.5%, respectively, at December 31, 20242025 compared to December 31, 2023.2024. Total securities increased $6.3$1.0 millionbillion or 0.2%30.4% from December 31, 20232024 to December 31, 2024,2025, asdue primarily to the acquired PFC investment runoff was reinvested in the purchase of new securities.portfolio. Total portfolio loans increased $1.0$6.6 billion or 8.7%51.9% in 20242025 drivendue byto the acquired PFC loan portfolio as well as organic loan growth resulting from the strong performance from our commercial and residential lending teams. Total deposits increased $1.0$7.5 billion or 7.3%53.3% from year end 20232024 reflecting the benefit of the acquired PFC deposit portfolio as well as organic growth resulting from the deposit gathering and retention efforts by our retail and commercial teams. Reflecting the impact of aan higherelevated federal funds rate, there continued to be some mix shift in the composition of total deposits; however, total demand deposits continue to represent 54%49% of total deposits, with the non-interest bearing component representing 27%,25%, which remains consistent with the percentage range since early 2020.

Deposit balances were also somewhat impacted by bonus and royalty payments from Marcellus and Utica shale energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. The increase in certificates of deposit of $495.2$1.1 millionbillion is primarily due to the acquired PFC CD portfolio and customers' preferences during the highercurrent interest rate environment. Total borrowings decreasedincreased 15.2%10.0% or $263.6$147.8 million during 2024,2025, as deposit growth increased and required less funding generated through FHLB borrowings.

Total shareholders’ equity increased $257.2$1.2 millionbillion or 10.2%,44.5%, compared to December 31, 2023,2024, primarily due to the capital raisepurchase of $191.0PFC million,and the common stock issued, net income of $151.5$202.6 million for the year ended December 31, 2024,2025, and a $8.1$85.3 million other comprehensive gain exceeding the declaration of common and preferred shareholder dividends totaling $90.8$141.8 million and $10.1$15.0 million, respectively.

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreasedincreased by $6.2$1.0 millionbillion or 0.2%30.4% from December 31, 20232024 to December 31, 2024.2025. Throughout the year, the available-for-sale portfolio increased by $51.7$1.0 millionbillion or 2.4%,46.4%, primarily due to $383.4the PFC acquisition of $1.1 billion and $1.4 billion in purchases, offset by $961.6 million in purchasessales, and an $11.8 million decrease in unrealized losses, which were partially offset by $275.0$429.9 million in paydownspaydowns, and $65.6$209.0 million in maturities and calls.calls and a decrease of $110.6 million in unrealized losses. The held-to-maturity portfolio decreased by $46.6$20.8 million or 1.0%1.8% due primarily to maturities and calls of municipalcorporate debt securities. The weighted average yield of the portfolio increased 1561 basis points from 2.52% at December 31, 2023 to 2.67% at December 31, 2024,2024 to 3.28% at December 31, 2025, primarily due to higherthe yieldsassets onacquired purchasedin securities.the PFC acquisition at current market rates.

Total gross unrealized securities losses increaseddecreased $3.4$141.5 million, from $438.3$441.7 million as of December 31, 20232024 to $441.7$300.2 million at December 31, 2024.2025. The increasedecrease in unrealized losses from December 31, 20232024 was due to ana increasedecrease in market rates throughout 20242025 causing market prices to decreaseincrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at December 31, 20242025 require an allowance for credit losses. Please refer to Note 4, “Securities,” of the Consolidated Financial Statements for additional information. Wesbanco does not have any investments in private mortgage-backed securities or those that are collateralized by sub-prime mortgages, nor does Wesbanco have any exposure to collateralized debt obligations or government-sponsored enterprise preferred stocks.

Management’s Discussion and Analysis (“MD&A”) represents an overview of the results of operations and financial condition of Wesbanco for the three and six months ended MarchJune 31,30, 2026. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

Forward-looking statements in this report relating to Wesbanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with Wesbanco’s Form 10-K for the year ended December 31, 2025 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”), including Wesbanco's Form 10-Q for the quarter ending March 31, 2026, which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Wesbanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A and in Part II, Item 1A of this Form 10-Q. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, 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 SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, the Consumer Financial Protection Bureau 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. Wesbanco does not assume any duty to update forward-looking statements.

Wesbanco’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of MarchJune 31,30, 2026 have remained unchanged from the disclosures presented in Wesbanco’s Annual Report on Form 10-K for the year ended December 31, 2025 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

AAn decreaseincrease in loan balances as compared to December 31, 2025 resulted in a negative provision for credit losses of $0.9$9.2 million in the firstsecond quarter of 2026, as compared to a provision of $68.9$3.2 million in the firstsecond quarter of 2025, which was heavily influenced by the day one provision on acquired PFC loans.2025. Annualized net loan charge-offs,charge-offs as a percentage of average portfolio loans,loans were 0.16%0.02% and 0.08%0.09% for the firstsecond quarters of 2026 and 2025, respectively.

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended MarchJune 31,30, 2026 was $143.0$148.1 million, a $29.0$2.6 million, or 25.5%,1.8%, increase year-over-year primarily due to thehigher additionsalaries ofand thewages PFCoffset expenseby base, which was only in the Wesbanco expense base for one month in the prior year period, but were down as compared to the fourth quarter, reflectingdiscretionary expense management. Salaries and wages of $64.0 million and employee benefits expense of $17.6$66.4 million increased due to arecent fullhiring quarterefforts, primarily in Florida, and bonus accrual adjustments. FDIC insurance expense of salaries$4.2 asmillion compareddecreased due to a lower assessment rate associated with our improved financial ratios. Equipment and software of $2.3 million decreased $1.5 million year-over-year due to the cost of operating two core systems in the prior year.year related to the PFC acquisition until the conversion to one platform in mid-May 2025. Amortization of intangible assets of $7.2$7.1 million increaseddecreased $2.9$2.1 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC.PFC Equipment and software expense of $15.7 million, consistent within the lastprior several quarters, increased $2.6 million due to the acquisition of PFC.year. Restructuring and merger-related expenses ofdecreased $3.7$40.1 million arefrom primarilythe relatedprior toyear period, which included costs associated with the 10closing financialof centersthe thatPFC are planned to close during May.acquisition.

For the first three months ofended June 30, 2026, the effective tax rate was 20.5%21.1% as compared to (7.0%)19.1% for the firstsecond three monthsquarter of 2025, and the provision for income taxes increased to $22.8$24.8 million from ($0.7)$13.6 million during the same time period. These changes were the result of increased pretax income in 2026 as compared to 2025 due primarily to the daymerger-related one provision for credit losses on acquired loansexpenses recorded in the firstsecond quarter of 2025.

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income increased $56.9$5.4 millionmillion, or 35.9%2.5%, and net interest margin increased by four basis points in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The increase is primarily2025, due to thea impactlower cost of theinterest benefitsbearing fromliabilities, which was driven by a decrease in the acquisitionvolume of PFC, loan growth, higher securities yields and lower deposit and FHLB borrowing costs.borrowings. Total average deposits increased by$517.0 $5.1 billionmillion, or 30.8%2.4%, in the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025. The cost of interest bearing deposits decreased by 2011 basis points and the cost of total interest bearing liabilities decreased by 2819 basis points from the firstsecond quarter of 2025 to the firstsecond quarter of 2026. The decrease in the cost is primarily due to rate decreases for interest bearing deposits in response to the general decrease in overall deposit rates in the marketplace.marketplace as well as a decrease in brokered deposit balances.

Interest income increaseddecreased $72.4$3.3 million or 28.6%1.0% in the firstsecond quarter of 2026 compared to the same period of 2025, primarily due to realizing a fulldecline quarter of benefit fromin the PFCaverage acquisition.rate on loans. Average loan balances increased $4.5$336.7 billionmillion or 30.4%1.8% in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, while loan yields decreased by eight16 basis points during this same period to 5.94%6.0% due to thecompetitive previously mentioned general decreasepressures in marketthe marketplace on loan rates. 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 the firstsecond quarter of 2026, average loans represented 77.9%78.0% of average earning assets, anwhich increasewas virtually unchanged from 76.1%77.6% in the firstsecond quarter of 2025. Average total securities balances increased $673.2 million or 17.0%slightly from the firstsecond quarter of 2025 and represented 18.8%18.9% of total earning assets in the firstsecond quarter of 2026. Taxable securities yields increased by 48seven basis points in the firstsecond quarter of 2026 from the firstsecond quarter of 2025, while tax-exempt securities yields increased 1814 basis points during the same time period.

Interest expense increaseddecreased $15.5$8.7 million in the firstsecond quarter of 2026 as compared to the same period in 2025, due primarily to a reduction in FHLB borrowings, and the acquisition of PFC. The cost of interest bearing liabilities decreased by 2819 basis points from the firstsecond quarter of 2025 to 2.50% in the firstsecond quarter of 2026. Average interest bearing deposits increased $4.1$550.6 billionmillion, or 34.0%3.5%, from the firstsecond quarter of 2025. The rate on interest bearing deposits decreased 2011 basis points to 2.35% fromcompared to the firstsecond quarter of 2025. Average non-interest bearing demand deposit balances increaseddecreased slightly from the firstsecond quarter of 2025 to the firstsecond quarter of 2026 by $1.0 billion or 22.1%,2026, and were 24.4%24.5% of total average deposits at MarchJune 31,30, 2026, compared to 26.1%25.2% at MarchJune 31,30, 2025, due to the PFC acquisition and reflecting customers' preferences in the current interest rate environment.2025. For the firstsecond quarter of 2026, Wesbanco's average loans to average deposits ratio was 89.1%,88.9%, reflecting additional capacitylending to lend.capacity. The average balance of FHLB borrowings wasdecreased virtually$544.9 flatmillion fromcompared theto firstsecond quarter of 2025 to the first quarter of 2026,2025, while the average rate on FHLB borrowings decreased by 5522 basis points. The average balance of repurchasesubordinated agreementsdebt and junior subordinated debt decreased by $55.5$48.6 million orcompared 34.1% overto the samesecond timequarter periodof 2025 due to changesthe redemption of the Premier Financial Corp. ("PFC") sub debt in customerthe preferences.fourth quarter of 2025.

Gross of the allowance for credit losses, net of unearned income and includes non-accrual loans and loans held for sale. Loan fees included in interest income on loans were $1.8$2.1 million and $1.6$2.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and were $3.9 million and $4.1 million for the six months ended June 30, 2026 and 2025, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $13.3$14.7 million and $6.9$16.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and was $28.0 million and $23.3 million for the six months ended June 30, 2026 and 2025, respectively.

Accretion on interest bearing liabilities acquired from prior acquisitions was $0.3$0.1 million and $2.3$5.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and was $0.4 million and $7.8 million for the six months ended June 30, 2026 and 2025, respectively.

The provision for credit losses – loans is the amount to be added to the allowance for credit losses – loans after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb lifetime expected losses for all portfolio loans. The provision for credit losses – loan commitments is the amount to be added to the allowance for credit losses for loan commitments to bring that allowance to a level considered appropriate to absorb lifetime expected losses on unfunded loan commitments. For the three months ended MarchJune 31,30, 2026, Wesbanco recorded a provision for credit losses of $(0.9)$9.2 million, aan decreaseincrease of $69.8$6.0 million compared to the $68.9$3.2 million provision recorded for the three months ended MarchJune 31,30, 2025. The decrease was primarily attributable to the $59.4 million of initial provision expense recorded in the prior-year period related to the PFC acquired loans. Excluding the initial provision expense recorded for the PFC non‑PCD acquired loans, the remainder of the change in the provisionincrease was primarily driven by loan growth, changes to macroeconomic factors, increases in criticized & classified loans and increases in individually-evaluated loans. The increase is partially offset by prepayment speed fluctuations, interest rate driven model assumptions, which reduced the quantitative reserve, and improvements in the officecertain qualitative factor.factors, all of which decreased the provision.

Non-performing loans were 0.76%0.75% of total portfolio loans as of MarchJune 31,30, 2026, increasing from 0.44%0.45% of total portfolio loans at MarchJune 31,30, 2025, primarily due to three CRE loans across different markets and property types, none of which were office.2025. Criticized and classified loans were 2.91%3.74% of total portfolio loans as of MarchJune 31,30, 2026, decreasingincreasing from 3.32%3.63% as of MarchJune 31,30, 2025, due to upgrades within the loan portfolio.2025. Past due loans at March 31, 2026 were 0.56%0.46% of total portfolio loans, compared to 0.43%loans at MarchJune 31,30, 2025.2026 and June 30, 2025, respectively. Annualized net loan charge-offs were 0.16%0.02% for the three months ended MarchJune 31,30, 2026, compared to 0.08%0.09% for the three months ended MarchJune 31,30, 2025. Please see the Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion.

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 16.3%19.4% of total revenue for the three months ended MarchJune 31,30, 2026. Wesbanco offers its customers a wide range of retail, commercial, investment and digital banking services, which are viewed as a vital component of Wesbanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to Wesbanco. For the firstsecond quarter of 2026, non-interest income increased $7.2$9.7 millionmillion, or 20.7%22.0%, compared to the firstsecond quarter of 2025, primarily due to a $2.4 million increaseincreases in service charges on deposits, a $1.7 million increase in trust fees, $1.2 million increase in digital bankingother income, a $0.8 million increase in net securitiesswap brokeragefee revenue,and avaluation $0.6 million increase inincome, net gains on other real estate owned and other assets, and service charges on deposits, partially offset by a $0.4 million increasedecline in bank-ownedin lifemortgage insurance.banking income.

Service charges on deposits increased $2.4$1.1 millionmillion, or 27.6%10.1%, in the second quarter of 2026 compared to the second quarter of 2025, and $3.4 million, or 18.0%, in the first quartersix months of 2026 as compared to the firstsame quarterperiod ofin 2025,2025. The increase in both comparisons was due to the addition of PFC, organic growth from our treasury management products and services,services andas increasedwell generalas spending.an increase in average deposit balances.

NetBank-owned securitieslife brokerage revenueinsurance increased $0.8$0.9 millionmillion, or 28.5%25.1%, in the second quarter of 2026 compared to the second quarter of 2025, and $1.2 million, or 18.2%, in the first quartersix months of 2026 as compared to the firstsame quarterperiod ofin 2025,2025. The increase in both comparisons was primarily due to thean additionincrease ofin PFC wealth clients, marketcash value appreciation and organicmortality growth.benefits.

Net gains on other real estate owned and other assets increased $0.6$1.9 million in the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025, primarily due to a $1.6 million gain on the sale of assets this quarter resulting from the sale of former branch properties and an increase of $0.3$0.4 million onin the sale of OREO and repossessed assets. Net gains on other real estate owned and other assets increased $2.5 million in the first six months of 2026 compared to the same period in 2025 for similar reasons as that for the three months ended.

RestructuringEquipment and merger-relatedsoftware expensescosts decreased $16.3$1.5 millionmillion, or 81.4%8.8%, in the second quarter of 2026 compared to the second quarter of 2025, due primarily to the effect of maintaining two core systems in the second quarter of 2025 following the PFC acquisition. Equipment and software costs increased $1.1 million, or 3.7%, in the first quartersix months of 2026 as compared to the firstsame quarterperiod ofin 2025, primarily2025 due to expensesan incurredoverall increase in theservice first quarter of 2025 for the acquisition of PFC and costs associated with the financial center optimization. The $3.7 million of expense from the first quarter of 2026 is primarily related to costs associated with the 10 financial centers that are planned to close during May.agreements.

The provision for income taxes was $22.8$24.8 million for the three months ended MarchJune 31,30, 2026, as compared to a benefitprovision of $0.7$13.6 million for the three months ended MarchJune 31,30, 2025. The increase in the provision for income taxes is due to pretax income for the three months ended MarchJune 31,30, 2026, exceeding that for the three months ended MarchJune 31,30, 2025 by $121.1$46.6 million. Similarly, the provision for income taxes for the six months ended June 30, 2026 was $47.6 million compared to $12.9 million for the six months ended June 30, 2025.

TABLE 6. COMPOSITION OF SECURITIES (1)

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreased by $2.2$11.5 million from December 31, 2025 to MarchJune 31,30, 2026. Throughout the first threesix months of the year, the available-for-sale portfolio increased by $9.9$24.6 million or 0.3%,0.7%, primarily due to $224.2purchases millionexceeding in purchases, and was offset by $141.6 million in paydowns, $58.6 million in maturities andmaturities, calls and an increase of $17.4 million in unrealized losses.paydowns. The held-to-maturity portfolio decreased by $11.5$24.4 million or 1.0%2.2% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 1three basis pointpoints from 3.28% at December 31, 2025 to 3.29%3.31% at MarchJune 31,30, 2026, primarily due to security purchases during the quarter at higher market rates.

Total gross unrealized securities losses increased $22.4$21.3 million, from $300.2 million as of December 31, 2025 to $322.6$321.5 million at MarchJune 31,30, 2026. The increase in unrealized losses from December 31, 2025 was due to an increase in market rates through the first threesix months of 2026 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at MarchJune 31,30, 2026 require an allowance for credit losses. Please refer to Note 4,3, “Securities,” of the Consolidated Financial Statements for additional information. Wesbanco does not have any investments in private mortgage-backed securities or those that are collateralized by sub-prime mortgages, nor does Wesbanco have any exposure to collateralized debt obligations or government-sponsored enterprise preferred stocks.

Net unrealized losses on available-for-sale securities included in accumulated other comprehensive income, net of tax, as of MarchJune 31,30, 2026, and December 31, 2025 were $153.5$159.3 million and $139.5 million, respectively. These net unrealized pre-tax losses represent temporary fluctuations resulting from changes in market rates in relation to fixed yields in the available-for-sale portfolio, and on an after-tax basis are accounted for as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $109.3$102.0 million at MarchJune 31,30, 2026, compared to $96.2 million at December 31, 2025. With approximately 25% of the investment portfolio in the held-to-maturity category, the recent volatility in interest rates does not have as much of an impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

The corporate and municipal bonds in Wesbanco’s held-to-maturity debt portfolio are analyzed quarterly to determine if an allowance for current expected credit losses is warranted. Wesbanco uses a database of historical financials of all corporate and municipal issuers and actual historic default and recovery rates on rated and non-rated transactions to estimate expected credit losses on an individual security basis. The expected credit losses are adjusted quarterly and are recorded in an allowance for expected credit losses on the balance sheet, which is deducted from the amortized cost basis of the held-to-maturity portfolio as a contra asset. The losses are recorded on the income statement in the provision for credit losses. Accrued interest receivable on held-to-maturity securities, which was $8.0$8.1 million and $8.2 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S. 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. Wesbanco recorded an allowance on held-to-maturity debt securities of $0.2 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively.2025.

Total portfolio loans decreasedincreased $143.8$252.5 million or 0.7%1.3% from December 31, 2025, and have increased $408.9$650.3 million or 2.2%3.5% over the past twelve months, including increases of 12.6%13.3% in home equity lines of credit, 6.3%8.1% in commercial real estate (CRE) improved property and 0.1%4.6% in commercial and industrial. These are partially offset by decreases of 25.9%27.1% consumer loans,loans 8.3%and 13.1% in CRE land and construction, and 0.3% in residential real estate loans.construction. Of note, Wesbanco has ended its indirect auto lending program as it is not core to our organic growth strategy, and not due to any credit concerns. At MarchJune 31,30, 2026, it represented aboutapproximately halfone-third of the $324.9$304.1 million consumer loan portfolio. Origination of new indirect auto loans ended in the second quarter of 2025 and the expectation is that this portfolio will runoff over the next 3 to 5 years.

Total loan commitments of $6.5$7.0 billion, including loans approved but not closed, increased $219.7$733.4 million or 3.5%11.6% from December 31, 2025. The average line utilization percentage for the commercial portfolio was 37.1%38.6% for the three months ended MarchJune 31,30, 2026 compared to 36.5% for the three months ended December 31, 2025.

The commercial portfolio is monitored for potential concentrations of credit risk by market, type of lending, CRE property type, C&I and owner-occupied CRE by industry, investment CRE dependence on common tenants and industries or property types that are similarly impacted by external factors. The breakdown for all CRE – improved property is 38%32% owner-occupied and 62%68% investor-owned. The Bank has instituted additional monitoring of the office building portfolio, as remote work has put pressure on the need for dedicated office space in certain markets. The office portfolio breakdown within CRE – improved property is 31% owner-occupied and 69% investor-owned. Investor-owned office buildings represent 2.9% of the total loan portfolio.

Loans held for sale at both MarchJune 31,30, 2026 and December 31, 2025 include originated residential mortgages and residential construction loans that are committed to be sold into the secondary market. Loans held for sale were $59.3$57.3 million at MarchJune 31,30, 2026, a decrease of $28.2$30.1 million from December 31, 2025.

Non-performing loans consist only of non-accrual loans. Non-performing loans increased $53.4$54.5 million or 58.3%59.5% from December 31, 2025, primarily due to three CRE loans across different markets and property types, none of which were office. (PleaseSee seeNote 4, "Loans and the NotesAllowance tofor theCredit Consolidated Financial StatementsLosses" for additional discussion).information.

Loans past due 30 days or more and accruing interest, excluding non-accruals, decreased $22.9$39.8 million or 17.8%30.9% and represented 0.56%0.46% of total portfolio loans, compared to 0.67% of total portfolio loans at December 31, 2025. These loans continue to accrue interest because they are both well-secured and in the process of collection. Loans 90 days or more past due, excluding non-accruals, decreased $21.6$16.0 million and represented 0.08%0.11% of total portfolio loans at MarchJune 31,30, 2026 as compared to 0.20% at December 31, 2025.

As of MarchJune 31,30, 2026, the total allowance for credit losses – loans and commitments werewas $217.2$225.5 million, of which $210.0$217.8 million related to loans and $7.2$7.7 million related to loan commitments. The allowance for credit losses – loans was 1.10%1.12% of total portfolio loans as of MarchJune 31,30, 2026, compared to 1.14% as of December 31, 2025. The allowance for credit losses – loans individually-evaluated increased $1.7$5.3 million from December 31, 2025 to MarchJune 31,30, 2026. On MarchJune 31,30, 2026, the population of individually-evaluated loans consisted of eightten relationships, with a total outstanding loan balance of $67.7$79.5 million. The allowance for loans collectively-evaluated decreased from December 31, 2025 to MarchJune 31,30, 2026 by $10.4$6.2 million, primarily due to changes in macroeconomic conditions over the one‑year forecast period and improvements in qualitative factors. As of MarchJune 31,30, 2026, PCD loans from the PFC acquisition accounted for $6.6$5.2 million of the allowance for loans collectively-evaluated. The allowance for credit losses- loan commitments was $7.2$7.7 million at MarchJune 31,30, 2026 as compared to $7.0 million as ofat December 31, 2025, and is included in other liabilities on the Consolidated Balance Sheets.Sheet.