# Wesbanco Inc: Form 10-Q for the period ended Jun 30, 2024

- Company: [Wesbanco Inc](/companies/wsbc.md) (CIK 203596)
- Form: 10-Q
- Filed: 2024-08-01
- Accepted by EDGAR: Aug 1, 2024, 16:34 ET
- Period: 2024-06-30
- Accession: 0000950170-24-089351
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/203596/000095017024089351/wsbc-20240630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/203596/000095017024089351/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2024-04-01 to 2024-06-30 | $86.4m | us-gaap:InterestExpense |
| Interest expense | 6 months, 2024-01-01 to 2024-06-30 | $167.8m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-04-01 to 2024-06-30 | $6.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2024-01-01 to 2024-06-30 | $13.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | $28.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | $64.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-04-01 to 2024-06-30 | $0.44 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-01-01 to 2024-06-30 | $1.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-04-01 to 2024-06-30 | $0.44 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-01-01 to 2024-06-30 | $1.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-04-01 to 2024-06-30 | 59,656,429 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-01-01 to 2024-06-30 | 59,592,960 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | $82.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2024-01-01 to 2024-06-30 | $1.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2024-01-01 to 2024-06-30 | $42.4m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2024-06-30 | $486.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2024-06-30 | $18.13bn | us-gaap:Assets |
| Total liabilities | at 2024-06-30 | $15.58bn | us-gaap:Liabilities |
| Shareholders' equity | at 2024-06-30 | $2.54bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 81,915 characters.

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 June 30, 2024. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

### FORWARD-LOOKING STATEMENTS

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, 2023 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, 2024, 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, that the proposed merger with Premier Financial Corporation (“Premier”) may not close when expected, 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 proposed merger of WesBanco and Premier may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the proposed Merger may not be obtained on the expected terms and schedule; Premier’s shareholders and/or the Company’s shareholders may not approve the proposed Merger; the shareholders of the Company may not approve the issuance of shares of the Company’s common stock in connection with the Merger; 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.

### OVERVIEW

Wesbanco is a multi-state bank holding company operating through 192 branches and 182 ATM machines in West Virginia, Ohio, western Pennsylvania, Kentucky, southern Indiana and Maryland, offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. Wesbanco’s businesses are significantly impacted by economic factors such as market interest rates, federal monetary and regulatory policies, local and regional economic conditions and the competitive environment’s effect upon Wesbanco’s business volumes. Wesbanco’s deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of Wesbanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates, as well as loan terms offered by competing lenders.

### PENDING ACQUISITION

On July 25, 2024, Wesbanco, Inc., Wesbanco Bank, Inc., Premier Financial Corp. (“Premier Financial”) and Premier Bank entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) providing for, among other things, the merger of Premier Financial with and into Wesbanco, Inc. (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement. For additional information regarding the Merger Agreement and the transactions contemplated thereby, see Note 13, “Subsequent Events” for more information.

### APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Wesbanco’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of June 30, 2024 have remained unchanged from the disclosures presented in Wesbanco’s Annual Report on Form 10-K for the year ended December 31, 2023 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

### RESULTS OF OPERATIONS

### EARNINGS SUMMARY

Net income available to common shareholders for the second quarter of 2024 was $26.4 million, with diluted earnings per share of $0.44, compared to $42.3 million or $0.71 per diluted share, for the second quarter of 2023. For the six months ended June 30, 2024, net income available to common shareholders was $59.5 million, with diluted earnings per share of $1.00, compared to $82.2 million or $1.38 per diluted share, for the six months ended June 30, 2023. As noted in the following table, net income available to common shareholders, excluding after-tax restructuring and merger-related expenses, for the six months ended June 30, 2024, was $62.5 million or $1.05 per diluted share, as compared to $84.7 million or $1.43 per diluted share in the prior year's second quarter (non-GAAP measures).

*(unaudited, dollars in thousands, except per share amounts)*

|  | For the Three Months Ended June 30, 2024 Net Income | Diluted Earnings Per Share | 2023 Net Income | Diluted Earnings Per Share | For the Six Months Ended June 30, 2024 Net Income | Diluted Earnings Per Share | 2023 Net Income | Diluted Earnings Per Share |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net income available to common shareholders (Non-GAAP)(1) | **$29,369** | **$0.49** | $42,377 | $0.71 | **$62,530** | **$1.05** | $84,677 | $1.43 |
| Less: After-tax restructuring and merger-related expenses | **(2,984)** | **(0.05)** | (28) | — | **(2,984)** | **(0.05)** | (2,519) | (0.05) |
| Net income available to common shareholders (GAAP) | **$26,385** | **$0.44** | $42,349 | $0.71 | **$59,546** | **$1.00** | $82,158 | $1.38 |

(1) Non-GAAP net income excludes after-tax restructuring and merger-related expenses. The above non-GAAP financial measures used by Wesbanco provide information useful to investors in understanding Wesbanco’s operating performance and trends, and facilitate comparisons with the performance of Wesbanco’s peers.

Net interest income decreased $5.0 million or 4.1% in the second quarter of 2024 compared to the same quarter of 2023, due to increasing deposit costs and the associated remix from non-interest bearing deposits into higher tier money market and certificate of deposit accounts, which, in turn, resulted in a 23 basis point decrease in the net interest margin over the same period. The increase in funding costs has been partially offset by higher yields in all major earning asset categories, due to the repricing of existing loans and higher investment rates offered in the current market environment. Over the same time period, the yield on earning assets increased by a total of 52 basis points while the cost of interest bearing liabilities increased by 97 basis points from increasing deposit costs and higher cost wholesale borrowings. Average loan balances increased by 9.5% from the second quarter of 2023, mainly attributable to commercial loan demand, while average securities decreased by 9.2% over the same time period as investment maturities and calls were used to partially fund the loan growth. Average deposits increased 4.7% over the same time period as a result of deposit gathering and retention efforts by the retail and commercial teams. Accretion from prior acquisitions benefited the second quarter 2024 net interest margin by two basis points, as compared to three basis points in the prior year period. For the six months ended June 30, 2024, net interest income decreased $15.3 million or 6.2% from the first six months of 2023 for similar reasons.

Loan growth, higher unemployment assumptions and a specific reserve for an individual C&I loan resulted in a provision for credit losses of $10.5 million in the second quarter of 2024, as compared to a provision of $3.0 million in the second quarter of 2023. Annualized net loan charge-offs, as a percentage of average portfolio loans, were 0.07% and 0.02% for the second quarter of 2024 and 2023, respectively.

For the second quarter of 2024, non-interest income decreased $0.5 million, or 1.5% compared to the second quarter of 2023, primarily due to decreases in net swap fee and valuation income, bank-owned life insurance and net gains on other real estate owned and other assets. The net swap fee and valuation income of $1.8 million in the second quarter of 2024 reflected $1.8 million of new swap fees and immaterial net fair value adjustments, as compared to $2.4 million in fees and $0.2 million in fair value adjustments, in the prior year second quarter. Net gains on other real estate owned and other assets decreased by $0.8 million compared to the second quarter of 2023 due to a $1.1 million refund received in the prior year quarter on an asset previously written off. Bank-owned life insurance income decreased from the second quarter of 2023 due to a reduction in mortality-related benefits received in the second quarter of 2024. Offsetting these decreases somewhat are increases in trust fees, service charges on deposits and mortgage banking income.

Non-interest expense, excluding restructuring and merger-related expenses, increased in the second quarter of 2024 by $2.2 million, or 2.3%, to $98.6 million, compared to the second quarter of 2023, reflecting increased equipment and software expense, FDIC insurance expense and other operating expenses. Equipment and software expense increased $1.6 million in the second quarter of 2024 compared to the prior year second quarter reflecting the impact of prior year ATM upgrades, which were phased in throughout the prior year. FDIC insurance expense increased in the second quarter of 2024 by $0.7 million due to an increase in the minimum rate for all banks. Other operating expenses increased $1.8 million in the second quarter of 2024 from the second quarter of 2023 primarily due to higher costs and fees in support of loan growth and higher other miscellaneous expenses. Offsetting these increases somewhat are decreases in salaries and wages and employee benefits expense, primarily due to lower staffing levels as a result of efficiency improvements in the mortgage and branch staffing models.

For the first half of 2024, the effective tax rate was 17.6% as compared to 17.9% for the first half of 2023, and the provision for income taxes decreased by $5.2 million over the same time period. The decrease in the provision for income taxes is due to the decrease in pre-tax income over the same period.

### NET INTEREST INCOME

### TABLE 1. NET INTEREST INCOME

*(unaudited, dollars in thousands)*

|  | For the Three Months Ended June 30, 2024 | 2023 | For the Six Months Ended June 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Net interest income | **$116,593** | $121,567 | **$230,560** | $245,898 |
| Taxable equivalent adjustment to net interest income | **1,211** | 1,255 | **2,430** | 2,529 |
| Net interest income, fully taxable equivalent | **$117,804** | $122,822 | **$232,990** | $248,427 |
| Net interest spread, non-taxable equivalent | **1.96%** | 2.41% | **1.96%** | 2.59% |
| Benefit of net non-interest bearing liabilities | **0.96%** | 0.74% | **0.94%** | 0.65% |
| Net interest margin | **2.92%** | 3.15% | **2.90%** | 3.24% |
| Taxable equivalent adjustment | **0.03%** | 0.03% | **0.03%** | 0.03% |
| Net interest margin, fully taxable equivalent | **2.95%** | 3.18% | **2.93%** | 3.27% |

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 decreased $5.0 million or 4.1% in the second quarter of 2024 compared to the second quarter of 2023 and $15.3 million or 6.2% in the first six months of 2024 as compared to the same period of 2023. This decrease was due to a 23 basis point decrease year over year in the net interest margin to 2.95% for the second quarter of 2024. The decrease in margin is due to higher funding costs and the associated remix from non-interest bearing deposits into higher tier money market and certificate of deposit accounts. Offsetting the net interest margin decrease somewhat, average portfolio loans increased by 9.5% in the second quarter of 2024 as compared to the second quarter of 2023, due to strong new loan growth and strategic loan production office and lender hiring initiatives. Total purchase accounting accretion continued to decrease in the second quarter of 2024 as compared to the second quarter of 2023, as approximately two basis points of accretion from prior acquisitions was included in the second quarter 2024 net interest margin as compared to three basis points in the 2023 second quarter net interest margin. Total average deposits increased by $601.8 million or 4.7% in the second quarter of 2024 as compared to the second quarter of 2023. The cost of interest bearing deposits increased by 117 basis points and the cost of total interest bearing liabilities increased by 97 basis points from the second quarter of 2023 to the second quarter of 2024. The increase in the cost is primarily due to rate increases for interest bearing deposits in response to the general increase in overall deposit rates in the marketplace.

Interest income increased $26.9 million or 15.3% in the second quarter of 2024 compared to the same period of 2023 and $61.7 million or 18.3% in the first six months of 2024 compared to the same period of 2023. Average loan balances increased $1.0 billion or 9.5% in the second quarter of 2024 compared to the second quarter of 2023, while loan yields increased by 54 basis points during this same period to 5.85% due to the previously mentioned rising rate environment and its effect on the repricing of portfolio loans, as well as higher offered rates on new loans. 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 second quarter of 2024, average loans represented 75.0% of average earning assets, an increase from 71.1% in the second quarter of 2023. Average total securities balances decreased $368.6 million or 9.2% from the second quarter of 2023, and represented 22.5% of total earning assets in the second quarter of 2024. Taxable securities yields increased by six basis points in the second quarter of 2024 from the second quarter of 2023. Tax-exempt securities yields, which are the highest yields within total securities, increased three basis points from the second quarter of 2023.

Interest expense increased $31.9 million in the second quarter of 2024 and $77.1 million in the first half of 2024 as compared to the same periods in 2023, due to the timing of the prior year federal funds rate increases and their effect on the costs of deposits and borrowings. The cost of interest bearing liabilities increased by 97 basis points from the second quarter of 2023 to 3.12% in the second quarter of 2024. Average interest bearing deposits increased $1.1 billion or 12.5% from the second quarter of 2023. The rate on interest bearing deposits increased 117 basis points to 2.74% from the second quarter of 2023, primarily from increases in rates on interest bearing public funds, money market funds and savings deposits, and a mix shift from non-interest bearing demand deposits into interest bearing demand deposits and certificates of deposit. Average non-interest bearing demand deposit balances decreased from the second quarter of 2023 to the second quarter of 2024 by $460.7 million or 10.5%, and were 29.1% of total average deposits at June 30, 2024, compared to 34.0% at June 30, 2023, reflecting customers' preferences in the previously mentioned interest rate environment. For the second quarter of 2024, Wesbanco's average loans to average deposits ratio was 89.4%, reflecting additional capacity to lend. The average balance of FHLB borrowings decreased $101.7 million from the second quarter of 2023 to the second quarter of 2024. The average balance of repurchase agreements and subordinated and junior subordinated debt balances remain virtually unchanged from the second quarter of 2023 to the second quarter of 2024.

### TABLE 2. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS

*(unaudited, dollars in thousands)*

| ASSETS | For The Three Months Ended June 30, 2024 Average Balance | Average Rate | 2023 Average Balance | Average Rate | For the Six Months Ended June 30, 2024 Average Balance | Average Rate | 2023 Average Balance | Average Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Due from banks - interest bearing | **$352,986** | **5.62%** | $438,604 | 5.71% | **$364,127** | **5.66%** | $359,466 | 5.16% |
| Loans, net of unearned income (1) | **12,057,831** | **5.85%** | 11,009,093 | 5.31% | **11,907,353** | **5.78%** | 10,880,328 | 5.17% |
| Securities: (2) |  |  |  |  |  |  |  |  |
| Taxable | **2,863,213** | **2.38%** | 3,198,838 | 2.32% | **2,896,040** | **2.38%** | 3,250,174 | 2.33% |
| Tax-exempt (3) | **753,151** | **3.08%** | 786,128 | 3.05% | **756,474** | **3.08%** | 793,425 | 3.06% |
| Total securities | **3,616,364** | **2.52%** | 3,984,966 | 2.46% | **3,652,514** | **2.53%** | 4,043,599 | 2.47% |
| Other earning assets | **56,077** | **8.71%** | 61,613 | 5.64% | **58,499** | **7.78%** | 53,789 | 4.44% |
| Total earning assets (3) | **16,083,258** | **5.11%** | 15,494,276 | 4.59% | **15,982,493** | **5.04%** | 15,337,182 | 4.46% |
| Other assets | **1,807,056** |  | 1,800,070 |  | **1,814,796** |  | 1,796,162 |  |
| Total Assets | **$17,890,314** |  | $17,294,346 |  | **$17,797,289** |  | $17,133,344 |  |
| **LIABILITIES AND SHAREHOLDERS' EQUITY** |  |  |  |  |  |  |  |  |
| Interest bearing demand deposits | **$3,527,316** | **3.07%** | $3,228,799 | 2.14% | **$3,514,182** | **3.01%** | $3,129,921 | 1.82% |
| Money market accounts | **2,228,070** | **3.33%** | 1,635,939 | 1.77% | **2,157,553** | **3.22%** | 1,634,347 | 1.42% |
| Savings deposits | **2,441,949** | **1.30%** | 2,729,210 | 0.86% | **2,461,330** | **1.27%** | 2,751,850 | 0.72% |
| Certificates of deposit | **1,371,179** | **3.51%** | 912,144 | 1.28% | **1,331,145** | **3.36%** | 887,560 | 0.93% |
| Total interest bearing deposits | **9,568,514** | **2.74%** | 8,506,092 | 1.57% | **9,464,210** | **2.65%** | 8,403,678 | 1.29% |
| Federal Home Loan Bank borrowings | **1,186,538** | **5.50%** | 1,288,242 | 5.20% | **1,214,973** | **5.50%** | 1,130,000 | 5.00% |
| Repurchase agreements | **107,811** | **3.34%** | 105,266 | 1.87% | **100,188** | **3.15%** | 118,155 | 1.55% |
| Subordinated debt and junior subordinated debt | **279,159** | **5.83%** | 281,715 | 5.83% | **279,131** | **5.85%** | 281,600 | 5.76% |
| Total interest bearing liabilities (4) | **11,142,022** | **3.12%** | 10,181,315 | 2.15% | **11,058,502** | **3.05%** | 9,933,433 | 1.84% |
| Non-interest bearing demand deposits | **3,918,685** |  | 4,379,345 |  | **3,908,837** |  | 4,479,200 |  |
| Other liabilities | **286,659** |  | 240,590 |  | **285,556** |  | 245,033 |  |
| Shareholders’ equity | **2,542,948** |  | 2,493,096 |  | **2,544,394** |  | 2,475,678 |  |
| Total Liabilities and Shareholders’ Equity | **$17,890,314** |  | $17,294,346 |  | **$17,797,289** |  | $17,133,344 |  |
| Taxable equivalent net interest spread |  | **1.99%** |  | 2.44% |  | **1.99%** |  | 2.62% |
| Taxable equivalent net interest margin |  | **2.95%** |  | 3.18% |  | **2.93%** |  | 3.27% |

(1) Gross of allowance for credit losses and net of unearned income. Includes non-accrual and loans held for sale. Loan fees included in interest income on loans were $0.9 million and $0.7 million for the three months ended June 30, 2024 and 2023, respectively, and were $1.2 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $0.8 million and $1.2 million for the three months ended June 30, 2024 and 2023, respectively, and $1.5 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively.

(2) Average yields on available-for-sale debt securities are calculated based on amortized cost.

(3) Taxable equivalent basis is calculated on tax-exempt securities using a federal statutory tax rate of 21% for each period presented.

(4) Accretion on interest bearing liabilities acquired from prior acquisitions was $0.1 million for the three months ended June 30, 2024 and 2023, and $0.2 million and $0.3 million for the six months ended June 30, 2024 and 2023, respectively.

### TABLE 3. RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

*(unaudited, in thousands)*

| Increase (decrease) in interest income: | For the Three Months Ended June 30, 2024 Compared to June 30, 2023 Volume | Rate | Net Increase (Decrease) | For the Six Months Ended June 30, 2024 Compared to June 30, 2023 Volume | Rate | Net Increase (Decrease) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Due from banks - interest bearing | **$(1,198)** | **$(111)** | **$(1,309)** | **$121** | **$937** | **$1,058** |
| Loans, net of unearned income | **14,556** | **15,064** | **29,620** | **27,745** | **35,443** | **63,188** |
| Taxable securities | **(1,976)** | **422** | **(1,554)** | **(4,178)** | **943** | **(3,235)** |
| Tax-exempt securities (1) | **(252)** | **41** | **(211)** | **(565)** | **95** | **(470)** |
| Other earning assets | **(84)** | **432** | **348** | **112** | **966** | **1,078** |
| Total interest income change (1) | **11,046** | **15,848** | **26,894** | **23,235** | **38,384** | **61,619** |
| Increase (decrease) in interest expense: |  |  |  |  |  |  |
| Interest bearing demand deposits | **1,712** | **8,010** | **9,722** | **3,835** | **20,372** | **24,207** |
| Money market accounts | **3,283** | **7,940** | **11,223** | **4,613** | **18,472** | **23,085** |
| Savings deposits | **(670)** | **2,693** | **2,023** | **(1,137)** | **6,826** | **5,689** |
| Certificates of deposit | **2,034** | **7,042** | **9,076** | **2,915** | **15,205** | **18,120** |
| Federal Home Loan Bank borrowings | **(1,362)** | **876** | **(486)** | **2,198** | **3,016** | **5,214** |
| Repurchase agreements | **12** | **392** | **404** | **(157)** | **818** | **661** |
| Subordinated debt and junior subordinated debt | **(37)** | **(13)** | **(50)** | **(71)** | **151** | **80** |
| Total interest expense change | **4,972** | **26,940** | **31,912** | **12,196** | **64,860** | **77,056** |
| Net interest income change (1) | **$6,074** | **$(11,092)** | **$(5,018)** | **$11,039** | **$(26,476)** | **$(15,437)** |

(1) Taxable equivalent basis is calculated on tax-exempt securities using a federal statutory tax rate of 21%.

### PROVISION FOR CREDIT LOSSES – LOANS AND LOAN COMMITMENTS

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 increased to $10.5 million in the second quarter of 2024 compared to a provision of $3.0 million in the second quarter of 2023. The $10.5 million provision in the second quarter of 2024 was a result of continued loan growth and adjustments in regional macroeconomic factors and loan concentrations as well as a specific reserve on one C&I credit and an increase in net charge-offs. The increase was partially offset by a reduction in the criticized & classified qualitative factor. Non-performing loans were 0.29% of total portfolio loans as of June 30, 2024, increasing from 0.28% of total portfolio loans at the end of the second quarter of 2023. Criticized and classified loans were 2.15% of total portfolio loans as of June 30, 2024, increasing from 1.68% as of June 30, 2023, due to downgrades within the loan portfolio. Past due loans at June 30, 2024 were 0.24% of total portfolio loans, compared to 0.21% at June 30, 2023. Annualized net loan charge-offs were 0.14% for the six months ended June 30, 2024, compared to 0.05% for the six months ended June 30, 2023. Please see the Allowance for Credit Losses – Loans and Loan Commitments section of this MD&A for additional discussion.

### NON-INTEREST INCOME

### TABLE 4. NON-INTEREST INCOME

*(unaudited, dollars in thousands)*

|  | For the Three Months Ended June 30, 2024 | 2023 | $ Change | % Change | For the Six Months Ended June 30, 2024 | 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Trust fees | **$7,303** | $6,918 | $385 | 5.6 | **$15,385** | $14,412 | $973 | 6.8 |
| Service charges on deposits | **7,111** | 6,232 | 879 | 14.1 | **13,895** | 12,401 | 1,494 | 12.0 |
| Digital banking income | **5,040** | 5,010 | 30 | 0.6 | **9,745** | 9,615 | 130 | 1.4 |
| Net swap fee and valuation income | **1,776** | 2,612 | (836) | (32.0) | **3,339** | 3,411 | (72) | (2.1) |
| Net securities brokerage revenue | **2,601** | 2,523 | 78 | 3.1 | **5,149** | 5,098 | 51 | 1.0 |
| Bank-owned life insurance | **2,791** | 3,189 | (398) | (12.5) | **4,859** | 5,149 | (290) | (5.6) |
| Net securities gains | **135** | 205 | (70) | (34.1) | **672** | 350 | 322 | 92.0 |
| Mortgage banking income | **1,069** | 601 | 468 | 77.9 | **1,762** | 1,027 | 735 | 71.6 |
| Net insurance services revenue | **980** | 966 | 14 | 1.4 | **1,924** | 1,757 | 167 | 9.5 |
| Payment processing fees | **906** | 951 | (45) | (4.7) | **1,734** | 1,822 | (88) | (4.8) |
| Net gain on other real estate owned and other assets | **34** | 871 | (837) | (96.1) | **188** | 1,104 | (916) | (83.0) |
| Other | **1,609** | 1,763 | (154) | (8.7) | **3,332** | 3,347 | (15) | (0.4) |
| Total non-interest income | **$31,355** | $31,841 | $(486) | (1.5) | **$61,984** | $59,493 | $2,491 | 4.2 |

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 21.2% of total revenue for the three months ended June 30, 2024. 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 second quarter of 2024, non-interest income decreased $0.5 million or 1.5% compared to the second quarter of 2023, primarily due to a $0.9 million decrease in net gain on other real estate owned and other assets, a $0.8 million decrease in net swap fee and valuation income and a $0.4 million decrease in bank-owned life insurance. These decreases were partially offset by a $0.9 million increase in service charges on deposits, a $0.5 million increase in mortgage banking income and a $0.4 million increase in trust fees.

Trust fees increased $0.4 million or 5.6% compared to the second quarter of 2023, due to an increase in the market value of trust assets. Total trust assets were $5.6 billion at June 30, 2024 as compared to $5.1 billion at June 30, 2023. As of June 30, 2024, trust assets include managed assets of $4.6 billion and non-managed (custodial) assets of $1.0 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 and $0.8 billion as of June 30, 2024 and June 30, 2023, respectively, and are included in managed assets. Trust fees increased $1.0 million or 6.8% in the first six months of 2024 as compared to the first six months of 2023 for similar reasons.

Service charges on deposits increased $0.9 million or 14.1% in the second quarter of 2024 compared to the second quarter of 2023, due to an increase in transactional fee income and treasury management fee income. Service charges on deposits increased $1.5 million or 12.0% in the first six months of 2024 as compared to the same period in 2023 for similar reasons.

Net swap fee and valuation income, which includes fair value adjustments, decreased $0.8 million or 32.0% in the second quarter of 2024 compared to the second quarter of 2023, due to a decrease in swap fee income and fair value adjustments on existing swaps. For the three months ended June 30, 2024, new swaps executed totaled $222.7 million in notional principal, resulting in $1.8 million of fee income, compared to new swaps executed of $226.8 million in notional principal resulting in $2.4 million of fee income for the three months ended June 30, 2023. Fair value adjustments on existing swaps for the three months ended June 30, 2024 were immaterial as compared to $0.2 million for the three months ended June 30, 2023. For the first six months of 2024, net swap fee and valuation income decreased by $0.1 million or 2.1% from the first six months of 2023. During this time period, new swap fee income decreased by $1.7 million, but was mostly offset by a $1.6 million increase in fair value adjustments on existing swaps.

Bank-owned life insurance decreased $0.4 million or 12.5% in the second quarter of 2024 as compared to the second quarter of 2023 due to a decrease in mortality-related benefits received. For the six months ended June 30, 2024, bank-owned life insurance decreased by $0.3 million or 5.6% from the first six months of 2023, due to lower mortality-related benefits received in the year-to-date period, as no mortality-related benefits were received in the first quarter of 2024.

Net gain on other real estate owned and other assets decreased $0.9 million or 96.1% in the three months ended June 30, 2024 as compared to the same period in 2023, due primarily to a recovery of an asset in the second quarter of 2023 that was previously written-off. Net gain on other real estate owned and other assets also decreased $0.9 million or 83.0% in the first six months of 2024 as compared to the same period in 2023 for similar reasons.

Mortgage banking income increased $0.5 million or 77.9% in the second quarter of 2024 compared to the second quarter of 2023, due to an increase in sale margins, partially offset by a decrease in fair value adjustments on mortgage derivatives. For the second quarter of 2024, total mortgage production was $185.1 million, which decreased by 10.9% from the second quarter of 2023. For the three months ended June 30, 2024, $92.1 million in mortgages were sold into the secondary market as compared to $100.7 million in the comparable 2023 period. Included in mortgage banking income above are a loss of $5 thousand and a gain of $78 thousand from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended June 30, 2024 and 2023, respectively. Mortgage banking income increased by $0.7 million or 71.6% from the first six months of 2023 to the first six months of 2024 for similar reasons.

### NON-INTEREST EXPENSE

### TABLE 5. NON-INTEREST EXPENSE

*(unaudited, dollars in thousands)*

|  | For the Three Months Ended June 30, 2024 | 2023 | $ Change | % Change | For the Six Months Ended June 30, 2024 | 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Salaries and wages | **$43,991** | $44,471 | $(480) | (1.1) | **$86,988** | $86,422 | $566 | 0.7 |
| Employee benefits | **10,579** | 11,511 | (932) | (8.1) | **22,763** | 23,570 | (807) | (3.4) |
| Net occupancy | **6,309** | 6,132 | 177 | 2.9 | **12,932** | 12,775 | 157 | 1.2 |
| Equipment and software | **10,457** | 8,823 | 1,634 | 18.5 | **20,465** | 17,885 | 2,580 | 14.4 |
| Marketing | **2,371** | 2,763 | (392) | (14.2) | **4,256** | 5,088 | (832) | (16.4) |
| FDIC insurance | **3,523** | 2,871 | 652 | 22.7 | **6,971** | 5,755 | 1,216 | 21.1 |
| Amortization of intangible assets | **2,072** | 2,282 | (210) | (9.2) | **4,164** | 4,583 | (419) | (9.1) |
| Restructuring and merger-related expenses | **3,777** | 35 | 3,742 | NM | **3,777** | 3,188 | 589 | 18.5 |
| Professional fees | **4,592** | 4,107 | 485 | 11.8 | **9,595** | 7,276 | 2,319 | 31.9 |
| Franchise and other miscellaneous taxes | **3,078** | 3,015 | 63 | 2.1 | **6,239** | 5,913 | 326 | 5.5 |
| ATM and electronic banking interchange expenses | **1,482** | 1,772 | (290) | (16.4) | **3,017** | 3,399 | (382) | (11.2) |
| Communications | **1,309** | 1,311 | (2) | (0.2) | **2,572** | 2,741 | (169) | (6.2) |
| Other real estate owned and foreclosure expenses | **43** | 70 | (27) | (38.6) | **215** | 164 | 51 | 31.1 |
| Postage, supplies and other | **8,809** | 7,274 | 1,535 | 21.1 | **15,631** | 13,801 | 1,830 | 13.3 |
| Total non-interest expense | **$102,392** | $96,437 | $5,955 | 6.2 | **$199,585** | $192,560 | $7,025 | 3.6 |

NM = Not Meaningful

Non-interest expense in the second quarter of 2024 increased $6.0 million or 6.2% as compared to the same quarter in 2023, principally from a $3.7 million increase in restructuring and merger-related expenses, a $1.6 million increase in equipment and software expense, and a $1.5 million increase in supplies, postage and other operating expense. These increases were partially offset by a $0.9 million decrease in employee benefits and a $0.5 million decrease in salaries and wages.

Salaries and wages decreased $0.5 million or 1.1% in the second quarter of 2024 as compared to the second quarter of 2023 due to lower staffing levels associated with efficiency improvements in the mortgage and branch staffing models, partially offset by normal compensation merit adjustments. Average full time equivalent employees decreased by 6.8% from the second quarter of 2024 to the second quarter of 2023 as a result of these improvements. Salaries and wages increased $0.6 million or 0.7% in the first six months of 2024 as compared to the first six months of 2023 due to higher stock compensation expense as well as a reduction in deferred loan contra costs.

Employee benefits expense decreased by $0.9 million or 8.1% in the second quarter of 2024 as compared to the second quarter of 2023. This decrease was primarily due to a $0.8 million decrease in health insurance contributions driven by lower staffing levels. Similarly, employee benefits expense decreased $0.8 million or 3.4% in the first six months of 2024 as compared to the first six months of 2023.

Equipment and software expense increased $1.6 million in the second quarter of 2024 compared to the prior year second quarter reflecting the impact of prior year ATM upgrades, which were phased in throughout the prior year. Similarly, equipment and software costs increased $2.6 million or 14.4% in the first six months of 2024 as compared to the first six months of 2023.

Restructuring and merger-related expenses increased $3.7 million in the second quarter of 2024 as compared to the second quarter of 2023, due to fixed asset write-downs and lease termination expenses associated with the planned closure of additional branches and back-office buildings from the continuation of the branch optimization strategy. For the six months ended June 30, 2024, restructuring and merger-related expenses increased $0.6 million from the same period in 2023 as similar write-downs and termination expenses occurred in the first quarter of 2023.

Postage, supplies and other operating expense increased by $1.5 million or 21.1% in the second quarter of 2024 as compared to the second quarter of 2023 primarily due to higher costs and fees in support of loan growth and other miscellaneous expenses, including Reg-E writeoffs. Similarly, postage, supplies and other expense increased $1.8 million or 13.3% in the first six months of 2024 as compared to the same period in 2023.

### INCOME TAXES

The provision for income taxes was $6.1 million for the three months ended June 30, 2024, which is a $3.0 million decrease compared to the provision for the three months ended June 30, 2023. The decrease in the provision for income taxes is due to an $18.9 million decrease in pre-tax income over the same time period. The provision for income taxes was $13.8 million for the six months ended June 30, 2024, which is a $5.2 million decrease compared to the provision for the six months ended June 30, 2023, as pre-tax income decreased by $27.8 million over the same time period.

### FINANCIAL CONDITION

Total assets increased 2.3%, while shareholders' equity increased 0.4% at June 30, 2024 as compared to December 31, 2023. Total securities decreased $111.2 million or 3.3% from December 31, 2023 to June 30, 2024, as investment runoff was used to fund loan growth. Total portfolio loans were $12.3 billion, which increased $619.1 million or 5.3% since December 31, 2023 driven by strong performance from our commercial and residential lending teams. Deposits increased $263.7 million, or 2.0% from December 31, 2023, reflecting the benefit of deposit gathering and retention efforts by our retail and commercial teams. The composition of total deposits continues to have some mix shift, reflecting the impact of the significant increase in the federal funds rate; however, total demand deposits continue to represent 55% of total deposits, with the non-interest bearing component representing 28%, which is consistent with the percentage range prior to the pandemic. The overall decrease in transaction-based accounts is primarily attributable to customers' preferences as deposit rates have risen in the current market environment. Deposits were also somewhat impacted by bonus and royalty payments for Marcellus and Utica shale gas payments from energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio, and northern West Virginia markets. Total borrowings increased $125.0 million or 9.3% during the first six months of 2024, which was primarily due to the increase in loans which required additional liquidity. Shareholders' equity increased $11.2 million or 0.4% from December 31, 2023 to June 30, 2024 as net income exceeded dividends declared for the period.

### SECURITIES

### TABLE 6. COMPOSITION OF SECURITIES (1)

*(unaudited, dollars in thousands)*

|  | June 30, 2024 | December 31, 2023 | Change ($) | Change (%) |
| --- | ---: | ---: | ---: | ---: |
| Equity securities (at fair value) | **$13,091** | $12,320 | $771 | 6.3 |
| Available-for-sale debt securities (at fair value) |  |  |  |  |
| U.S. Treasuries | **49,103** | — | 49,103 | 100.0 |
| U.S. Government sponsored entities and agencies | **199,258** | 208,366 | (9,108) | (4.4) |
| Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies | **1,514,028** | 1,629,684 | (115,656) | (7.1) |
| Commercial mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies | **256,190** | 268,307 | (12,117) | (4.5) |
| Obligations of states and political subdivisions | **71,756** | 76,125 | (4,369) | (5.7) |
| Corporate debt securities | **11,788** | 11,847 | (59) | (0.5) |
| Total available-for-sale debt securities | **$2,102,123** | $2,194,329 | $(92,206) | (4.2) |
| Held-to-maturity debt securities (at amortized cost) |  |  |  |  |
| U.S. Government sponsored entities and agencies | **$3,300** | $3,587 | $(287) | (8.0) |
| Residential mortgage-backed securities and collateralized mortgage obligations of government sponsored entities and agencies | **35,776** | 38,893 | (3,117) | (8.0) |
| Obligations of states and political subdivisions | **1,122,395** | 1,136,779 | (14,384) | (1.3) |
| Corporate debt securities | **18,213** | 20,268 | (2,055) | (10.1) |
| Total held-to-maturity debt securities | **1,179,684** | 1,199,527 | (19,843) | (1.7) |
| Total securities | **$3,294,898** | $3,406,176 | $(111,278) | (3.3) |
| Available-for-sale and equity securities: |  |  |  |  |
| Weighted average yield at the respective period end (2) | **2.37%** | 2.31% |  |  |
| As a % of total securities | **64.2%** | 64.8% |  |  |
| Weighted average life (in years) | **6.4** | 6.8 |  |  |
| Held-to-maturity securities: |  |  |  |  |
| Weighted average yield at the respective period end (2) | **2.97%** | 2.97% |  |  |
| As a % of total securities | **35.8%** | 35.2% |  |  |
| Weighted average life (in years) | **8.7** | 8.7 |  |  |
| Total securities: |  |  |  |  |
| Weighted average yield at the respective period end (2) | **2.57%** | 2.52% |  |  |
| As a % of total securities | **100.0%** | 100.0% |  |  |
| Weighted average life (in years) | **7.1** | 7.4 |  |  |

(1) At June 30, 2024 and December 31, 2023, there were no holdings of any one issuer, other than U.S. government sponsored entities and its agencies, in an amount greater than 10% of Wesbanco’s shareholders’ equity.

(2) Weighted average yields have been calculated on a taxable-equivalent basis using the federal statutory tax rate of 21%.

Total investment securities, which are a source of liquidity for Wesbanco as well as a contributor to interest income, decreased by $92.2 million or 4.2% from December 31, 2023 to June 30, 2024. Through the first six months of the year, the available-for-sale portfolio decreased by $141.3 million or 6.4%, primarily due to paydowns, calls and maturities exceeding purchases. The held-to-maturity portfolio decreased by $19.8 million or 1.7% due primarily to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 5 basis point from 2.52% at December 31, 2023 to 2.57% at June 30, 2024, primarily due to increases in the indices tied to variable rate securities.

Total gross unrealized securities losses increased $31.8 million from $438.3 million at December 31, 2023 to $470.1 million at June 30, 2024. The increase in unrealized losses from December 31, 2023 was due to an increase in market rates in 2024 to date, causing market prices to decrease. Wesbanco believes that none of the unrealized losses on available-for-sale securities at June 30, 2024 require an allowance for credit losses. Please refer to Note 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 June 30, 2024 and December 31, 2023 were $241.6 million and $233.2 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 $151.3 million at June 30, 2024, compared to $130.4 million at December 31, 2023. With approximately 36% of the investment portfolio in the held-to-maturity category, the recent volatility in interest rates does not have as much impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

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. Gains and losses due to fair value fluctuations on equity securities are included in net securities gains or losses. For those equity securities relating to the key officer and director deferred compensation plan, the corresponding change in the obligation to the employee is recognized in employee benefits expense.

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 consolidated income statement in the provision for credit losses. Accrued interest receivable on held-to-maturity securities, which was $8.6 million and $8.8 million as of June 30, 2024 and December 31, 2023, 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 uses prices from independent pricing services and, to a lesser extent, indicative (non-binding) quotes from independent brokers, to measure the fair value of its securities. 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. The procedures in place provide management with a sufficient understanding of the valuation models, assumptions, inputs and pricing to reasonably measure the fair value of Wesbanco’s securities. For additional disclosure relating to fair value measurements, refer to Note 7, “Fair Value Measurement” in the Consolidated Financial Statements.

### LOANS AND CREDIT RISK

Loans represent Wesbanco’s single largest balance sheet asset classification and the largest source of interest income. Business purpose loans consist of CRE loans and other C&I loans that are not secured by real estate. CRE loans are further segmented into land and construction loans, and loans for improved property. Consumer purpose loans consist of residential real estate loans, home equity lines of credit and other consumer loans. Loans held for sale generally consist of residential real estate loans originated for sale in the secondary market, but at times may also include other types of loans. The outstanding balance of each major category of the loan portfolio is summarized in Table 10.

The risk that borrowers will be unable or unwilling to repay their obligations and default on loans is inherent in all lending activities. Credit risk arises from many sources including general economic conditions, external events that impact businesses or industries, isolated events that impact a major employer, individual loss of employment or other personal hardships, as well as changes in interest rates or the value of collateral. Credit risk is also impacted by a concentration of exposure within a geographic market or to one or more borrowers, industries or collateral types. The primary goal in managing credit risk is to minimize the impact of default by an individual borrower or group of borrowers. Credit risk is managed through the initial underwriting process as well as through ongoing monitoring and administration of the portfolio that varies by the type of loan. The Bank’s credit policies establish standard underwriting guidelines for each type of loan and require an appropriate evaluation of the credit characteristics of each borrower. This evaluation includes the borrower’s primary source of repayment capacity; the adequacy of collateral, if any, to secure the loan; the potential value of personal guarantees as secondary sources of repayment; and other factors unique to each loan that may increase or mitigate its risk. Credit bureau scores are also considered when evaluating consumer purpose loans as well as guarantors of business purpose loans. However, the Bank does not periodically update credit bureau scores subsequent to when loans are made to determine changes in credit history.

Credit risk is mitigated for all types of loans by continuously monitoring delinquency levels and pursuing collection efforts at the earliest stage of delinquency. The Bank also monitors general economic conditions, including employment, housing activity and real estate values in its market. The Bank also periodically evaluates and changes its underwriting standards when warranted based on market conditions, the historical performance of a category of the portfolio, or other external factors. Credit risk is also regularly evaluated for the impact of adverse economic and other events that increase the risk of default and the potential loss in the event of default, to understand the impact on the Bank’s earnings and capital.

Commercial loan risk grades are determined based on an evaluation of the relevant characteristics of each loan, assigned at inception and adjusted thereafter at any time to reflect changes in the risk profile throughout the life of each loan. The primary factors used to determine the risk grade are the sufficiency, reliability and sustainability of the primary source of repayment and overall financial strength of the borrower. The rating system more heavily weights the debt service coverage, leverage and loan-to-value factors to derive the risk grade. Other factors that are considered at a lesser weighting include management, industry or property-type risks, payment history, collateral and personal guarantees.

### TABLE 10. COMPOSITION OF LOANS (1)

*(unaudited, dollars in thousands)*

| Commercial real estate: | June 30, 2024 Amount | % of Loans | December 31, 2023 Amount | % of Loans |
| --- | ---: | ---: | ---: | ---: |
| Land and construction | **$1,061,390** | **8.6** | $1,055,865 | 9.1 |
| Improved property | **5,937,498** | **48.4** | 5,509,583 | 47.3 |
| Total commercial real estate | **6,998,888** | **57.0** | 6,565,448 | 56.4 |
| Commercial and industrial | **1,760,479** | **14.3** | 1,670,659 | 14.3 |
| Residential real estate | **2,506,957** | **20.4** | 2,438,574 | 20.9 |
| Home equity | **770,599** | **6.3** | 734,219 | 6.3 |
| Consumer | **220,588** | **1.8** | 229,561 | 2.0 |
| Total portfolio loans | **12,257,511** | **99.8** | 11,638,461 | 99.9 |
| Loans held for sale | **25,433** | **0.2** | 16,354 | 0.1 |
| Total loans | **$12,282,944** | **100.0** | $11,654,815 | 100.0 |

(1) Loans are presented gross of the allowance for loan credit losses – loans and net of unearned income, credit valuation adjustments, and unamortized net deferred loan fee income and loan origination costs.

Total portfolio loans increased $619.0 million or 5.3% from December 31, 2023, and have increased $1.1 billion or 10.1% over the past twelve months. The increase over the last twelve months was driven by a 27.9% growth in land and construction loans due to increased originations. Originations have outpaced repayments in several loan categories, leading to increases of 13.0% in commercial and industrial loans, 9.8% in home equity loans, 8.6% in improved property loans, and 7.0% in residential real estate. Consumer loans have decreased slightly at 5.0%.

Total loan commitments of $5.0 billion, including loans approved but not closed, increased $264.8 million or 5.6% from December 31, 2023 due primarily to increased loans approved but not closed. The average line utilization percentage for the commercial portfolio was 35.7% for the three months ended June 30, 2024 compared to 31.9% for the three months ended December 31, 2023.

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 26% owner-occupied and 74% 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 34% owner-occupied and 66% investor-owned. Investor-owned office buildings represent 3.7% of the total loan portfolio.

Loans held for sale at both June 30, 2024 and December 31, 2023 are originated residential mortgages that are committed to be sold into the secondary market. Loans held for sale increased by $9.1 million or 55.5% from December 31, 2023 due to increased originations in the first half of 2024, particularly in the second quarter, as compared to those in the fourth quarter of 2023.

### NON-PERFORMING ASSETS AND LOANS PAST DUE 90 DAYS OR MORE

Non-performing assets consist of non-accrual loans, other real estate acquired through or in lieu of foreclosure, bank premises held for sale, and repossessed automobiles acquired to satisfy defaulted consumer loans.

### TABLE 11. NON-PERFORMING ASSETS

*(unaudited, dollars in thousands)*

| Non-performing loans: | June 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Commercial real estate - land and construction | **$184** | $— |
| Commercial real estate - improved property | **16,756** | 9,557 |
| Commercial and industrial | **2,058** | 1,841 |
| Residential real estate | **11,005** | 10,582 |
| Home equity | **5,401** | 4,777 |
| Consumer | **64** | 51 |
| Total non-performing loans | **$35,468** | $26,808 |
| Other real estate owned and repossessed assets | **1,328** | 1,497 |
| Total non-performing assets | **$36,796** | $28,305 |
| Non-performing loans/total portfolio loans | **0.29%** | 0.23% |
| Non-performing assets/total assets | **0.20%** | 0.16% |
| Non-performing assets/total portfolio loans, other real estate and repossessed assets | **0.30%** | 0.24% |

As of the adoption of ASU 2022-02, non-performing loans consist only of non-accrual loans. Non-performing loans increased $8.7 million or 32.3% from December 31, 2023. (Please see the Notes to the Consolidated Financial Statements for additional discussion).

The following table presents past due and accruing loans excluding non-accruals:

### TABLE 12. PAST DUE AND ACCRUING LOANS EXCLUDING NON-ACCRUALS

*(unaudited, dollars in thousands)*

| Loans past due 90 days or more: | June 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Commercial real estate - land and construction | **$—** | $— |
| Commercial real estate - improved property | **1,296** | 1,899 |
| Commercial and industrial | **2,979** | 3,184 |
| Residential real estate | **3,089** | 2,602 |
| Home equity | **1,417** | 1,407 |
| Consumer | **390** | 546 |
| Total loans past due 90 days or more | **9,171** | 9,638 |
| Loans past due 30 to 89 days: |  |  |
| Commercial real estate - land and construction | **—** | — |
| Commercial real estate - improved property | **4,532** | 7,476 |
| Commercial and industrial | **2,139** | 1,834 |
| Residential real estate | **4,226** | 3,093 |
| Home equity | **4,790** | 5,461 |
| Consumer | **4,640** | 5,011 |
| Total loans past due 30 to 89 days | **20,327** | 22,875 |
| Total loans 30 days or more past due | **$29,498** | $32,513 |
| Loans past due 90 days or more and accruing to total portfolio loans | **0.07%** | 0.08% |
| Loans past due 30-89 days and accruing to total portfolio loans | **0.17%** | 0.20% |

Loans past due 30 days or more and accruing interest, excluding non-accruals, decreased $3.0 million or 9.3% from December 31, 2023. 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 decreased $0.5 million and represented 0.07% of total portfolio loans at June 30, 2024 and 0.08% at December 31, 2023. Loans 30 to 89 days past due represented 0.17% of total portfolio loans at June 30, 2024 and 0.20% at December 31, 2023.

### ALLOWANCE FOR CREDIT LOSSES - LOANS AND LOAN COMMITMENTS

As of June 30, 2024, the total allowance for credit losses – loans and commitments was $145.7 million, of which $136.5 million related to loans and $9.2 million related to loan commitments. The allowance for credit losses – loans was 1.11% of total portfolio loans as of June 30, 2024, compared to 1.12% as of December 31, 2023. Excluded from the allowance for credit losses and related coverage ratio are fair market value adjustments on previously acquired loans representing 0.10% of total portfolio loans at June 30, 2024. The allowance for credit losses – loans individually-evaluated increased $3.0 million from December 31, 2023 to June 30, 2024. The population of individually-evaluated loans consisted of seven loans, with a total outstanding loan balance of $40.4 million. The allowance for loans collectively-evaluated increased from December 31, 2023 to June 30, 2024 by $2.8 million. The allowance for credit losses- loan commitments was $9.2 million at June 30, 2024 as compared to $8.6 million as of December 31, 2023, and is included in other liabilities on the Consolidated Balance Sheets.

The allowance for credit losses by loan category, presented in Note 4, “Loans and the Allowance for Credit Losses” of the Consolidated Financial Statements, summarizes the impact of changes in various factors that affect the allowance for loan losses in each segment of the portfolio. 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 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. For the calculation as of June 30, 2024, the forecast was based upon a probability weighted approach which is designed to incorporate loss projections from a baseline, upside and downside economy. Due to the nonlinearity of credit losses to the economy, the asymmetry is best captured by evaluating multiple economic scenarios through a probability weighted approach. At quarter-end, national unemployment was projected to be 4.4%, and subsequently increase to an average of 4.8% over the remainder of the forecast period. Quarterly changes to the economic drivers of the quantitative model, including changes to the portfolio mix as well as a specific reserve on one C&I credit and an increase in net charge-offs caused the allowance for credit losses - loans to increase from December 31, 2023 to June 30, 2024 by $5.8 million.

Criticized and classified loans were 2.15% of total portfolio loans, or $263.4 million, at June 30, 2024, decreasing from 2.22% of total portfolio loans at December 31, 2023. See Note 4, “Loans and the Allowance for Credit Losses” for more information.

Table 13 summarizes the allocation of the allowance for credit losses to each category of the loan portfolio.

### TABLE 13. ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES – LOANS AND LOAN COMMITMENTS

*(unaudited, dollars in thousands)*

| Allowance for credit losses - loans: | June 30, 2024 | Percent of Total | December 31, 2023 | Percent of Total |
| --- | ---: | ---: | ---: | ---: |
| Commercial real estate - land and construction | **$7,826** | **5.4** | $7,123 | 5.1 |
| Commercial real estate - improved property | **58,577** | **40.1** | 59,351 | 42.7 |
| Commercial and industrial | **41,405** | **28.4** | 36,644 | 26.3 |
| Residential real estate | **22,403** | **15.4** | 21,218 | 15.2 |
| Home equity | **1,104** | **0.8** | 1,017 | 0.7 |
| Consumer | **3,643** | **2.5** | 3,956 | 2.8 |
| Deposit account overdrafts | **1,551** | **1.1** | 1,366 | 1.0 |
| Total allowance for credit losses - loans | **$136,509** | **93.7** | $130,675 | 93.8 |
| Allowance for credit losses - loan commitments: |  |  |  |  |
| Commercial real estate - land and construction | **$7,940** | **5.4** | $6,894 | 5.0 |
| Commercial real estate - improved property | **—** | **—** | — | **—** |
| Commercial and industrial | **—** | **—** | 429 | 0.3 |
| Residential real estate | **1,254** | **0.9** | 1,276 | 0.9 |
| Home equity | **—** | **—** | 5 | **—** |
| Consumer | **—** | **—** | — | **—** |
| Total allowance for credit losses - loan commitments | **9,194** | **6.3** | 8,604 | 6.2 |
| Total allowance for credit losses - loans and loan commitments | **$145,703** | **100.0** | $139,279 | 100.0 |

Although the allowance for credit losses is allocated as described in Table 13, the total allowance is available to absorb actual losses in any category of the loan portfolio. However, differences between management’s estimation of probable losses and actual net charge-offs in subsequent periods for any category may necessitate future adjustments to the allowance for credit losses applicable to the category. Management believes the allowance for credit losses is appropriate to absorb expected losses at June 30, 2024.

### DEPOSITS

### TABLE 14. DEPOSITS

*(unaudited, dollars in thousands)*

| Deposits | June 30, 2024 | December 31, 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Non-interest bearing demand | **$3,826,249** | $3,962,592 | $(136,343) | (3.4) |
| Interest bearing demand | **3,505,651** | 3,463,443 | 42,208 | 1.2 |
| Money market | **2,283,294** | 2,017,713 | 265,581 | 13.2 |
| Savings deposits | **2,429,241** | 2,493,254 | (64,013) | (2.6) |
| Certificates of deposit | **1,387,938** | 1,231,702 | 156,236 | 12.7 |
| Total deposits | **$13,432,373** | $13,168,704 | $263,669 | 2.0 |

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 192 financial centers. The FDIC insures deposits up to $250,000 per account owner.

Total deposits increased $263.7 million or 2.0% during the first six months of 2024. Money market deposit accounts increased 13.2%, which was partially offset by savings deposits and demand deposits decreasing 2.6% and 1.3%, respectively. The net increase in deposits reflects the benefit of deposit gathering and retention efforts by both retail and commercial teams. The composition of total deposits continues to have a shift in the mix, reflecting the impact of the significant increase in the federal funds rate. Deposit balances were also impacted by bonus and royalty payments for Marcellus and Utica shale gas payments from energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets. In addition, Wesbanco also participates in the Insured Cash Sweep (ICS®) deposit program. ICS® reciprocal balances totaled $1.1 billion and $1.0 billion at June 30, 2024 and December 31, 2023, respectively. In addition, ICS® one-way buys totaled $200.7 million and $200.6 million at June 30, 2024 and December 31, 2023, respectively.

Certificates of deposit increased 12.7% from December 31, 2023 to June 30, 2024. Wesbanco does not generally solicit brokered or other deposits out-of-market or over the internet, but does participate in the Certificate of Deposit Account Registry Services (CDARS®) program. CDARS® balances totaled $44.8 million in outstanding balances at June 30, 2024, none of which represented one-way buys, compared to $48.4 million in total outstanding balances, of which $10.6 million represented one-way buys, at December 31, 2023. Certificates of deposit greater than $250,000 were approximately $282.0 million at June 30, 2024 compared to $223.4 million at December 31, 2023. Certificates of deposit totaling approximately $1.2 billion at June 30, 2024 with a cost of 3.92% are scheduled to mature within the next 12 months. From time to time, the Bank may offer special promotions or match competitor rates on certain certificates of deposit maturities and savings products based on competition, sales strategies, liquidity needs and wholesale borrowing costs.

### BORROWINGS

### TABLE 15. BORROWINGS

*(unaudited, dollars in thousands)*

|  | June 30, 2024 | December 31, 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Federal Home Loan Bank Borrowings | **$1,475,000** | $1,350,000 | $125,000 | 9.3 |
| Other short-term borrowings | **105,757** | 105,893 | (136) | (0.1) |
| Subordinated debt and junior subordinated debt | **279,193** | 279,078 | 115 | 0.0 |
| Total | **$1,859,950** | $1,734,971 | $124,979 | 7.2 |

While borrowings are a significant source of funding for Wesbanco, they are less significant as compared to total deposits. FHLB borrowings increased $125.0 million from December 31, 2023 to June 30, 2024, as $1.2 billion in new advances were partially offset by $1.1 billion in maturities. The average cost of maturing FHLB advances and new borrowings during the first six months of 2024 was 5.63%.

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $105.8 million at June 30, 2024, compared to $105.9 million at December 31, 2023. There were no outstanding federal funds purchased at either June 30, 2024 or December 31, 2023.

### CAPITAL RESOURCES

Shareholders' equity increased $11.2 million or 0.4% from December 31, 2023, to $2.5 billion at June 30, 2024. The increase resulted from net income during the current six-month period of $64.6 million, exceeding the declaration of common and preferred shareholder dividends totaling $42.4 million and $5.1 million, respectively, and was partially offset by an $8.5 million other comprehensive loss for the six months ended June 30, 2024. Wesbanco also increased its quarterly dividend rate $0.01 per quarter to $0.36 per share in November 2023, representing a 2.9% increase over the prior quarterly rate and a cumulative 157% increase since 2010.

Wesbanco did not purchase any shares of its common stock on the open market during the three-month period ended June 30, 2024 under the current share repurchase authorization. At June 30, 2024, the remaining shares authorized to be purchased under the last approved repurchase plan totaled 972,440 shares.

Regulatory guidelines require bank holding companies and commercial banks to maintain certain minimum capital ratios and define companies as “well capitalized” that sufficiently exceed the minimum ratios. At June 30, 2024, regulatory capital levels for both the Bank and Wesbanco were substantially greater than the minimum amounts needed to be considered “well capitalized” under the regulations. There are various legal limitations under federal and state laws that limit the payment of dividends from the Bank to Wesbanco. As of June 30, 2024, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $169.5 million from the Bank.

On March 26, 2020, regulators issued interim financial rule (“IFR”) “Regulatory Capital Rule: Revised Transition of the Current Expected Losses Methodology for Allowances” in response to the disrupted economic activity from the spread of COVID-19. The IFR provides financial institutions that adopt CECL during 2020 with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided by the initial two-year delay (“five-year transition”). Wesbanco adopted CECL effective January 1, 2020 and elected to implement the five-year transition. Regulatory capital levels without the capital benefit at June 30, 2024 for both the Bank and Wesbanco would have continued to be greater than the amounts needed to be considered “well capitalized,” as the capital benefit approximated five to seven basis points for three of the four regulatory ratios, while total risk-based capital would have been slightly higher without the transition.

The following table summarizes risk-based capital amounts and ratios for Wesbanco and the Bank for the periods indicated:

*(unaudited, dollars in thousands)*

| Wesbanco, Inc. | Minimum Value(1) | Well- Capitalized(2) | June 30, 2024 Amount | Ratio | Minimum Amount(1) | December 31, 2023 Amount | Ratio | Minimum Amount(1) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Tier 1 leverage | 4.00% | 5.00% | **$1,661,933** | **9.72%** | **$684,234** | $1,647,759 | 9.87% | $667,914 |
| Common equity Tier 1 | 4.50% | 6.50% | **1,517,449** | **10.58%** | **645,554** | 1,503,275 | 10.99% | 615,420 |
| Tier 1 capital to risk-weighted assets | 6.00% | 8.00% | **1,661,933** | **11.58%** | **860,739** | 1,647,759 | 12.05% | 820,560 |
| Total capital to risk-weighted assets | 8.00% | 10.00% | **2,072,344** | **14.45%** | **1,147,651** | 2,039,252 | 14.91% | 1,094,080 |
| **Wesbanco Bank, Inc.** |  |  |  |  |  |  |  |  |
| Tier 1 leverage | 4.00% | 5.00% | **$1,703,842** | **9.97%** | **$683,258** | $1,655,886 | 9.93% | $667,039 |
| Common equity Tier 1 | 4.50% | 6.50% | **1,703,842** | **11.91%** | **643,993** | 1,655,886 | 12.13% | 614,232 |
| Tier 1 capital to risk-weighted assets | 6.00% | 8.00% | **1,703,842** | **11.91%** | **858,658** | 1,655,886 | 12.13% | 818,976 |
| Total capital to risk-weighted assets | 8.00% | 10.00% | **1,837,312** | **12.84%** | **1,144,877** | 1,770,417 | 12.97% | 1,091,968 |

(1) Minimum requirements to remain adequately capitalized.

(2) Well-capitalized under prompt corrective action regulations.

### LIQUIDITY RISK

Liquidity is defined as a financial institution’s capacity to meet its cash and collateral obligations at a reasonable cost. Liquidity risk is the risk that an institution’s financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its obligations. An institution’s obligations, and the funding sources to meet them, depend significantly on its business mix, balance sheet structure, and the cash flows of its on- and off-balance sheet obligations. Institutions confront various internal and external situations that can give rise to increased liquidity risk including funding mismatches, market constraints on funding sources, contingent liquidity events, changes in economic conditions, and exposure to credit, market, operation, legal and reputation risk. Wesbanco actively manages liquidity risk through its ability to provide adequate funds to meet changes in loan demand, unexpected outflows in deposits and other borrowings as well as to take advantage of market opportunities and meet operating cash needs. This is accomplished by maintaining liquid assets in the form of securities, sufficient borrowing capacity and a stable core deposit base. Liquidity is centrally monitored by Wesbanco’s Asset/Liability Committee (“ALCO”) with direct oversight from the Board of Directors ("BOD").

Wesbanco determines the degree of required liquidity by the relationship of total holdings of liquid assets to potential funding needs to meet unexpected deposit losses and/or loan demands. The ability to quickly convert assets to cash at a minimal loss is a primary function of managing Wesbanco’s investment portfolio. Wesbanco believes its cash flow from the loan portfolio, the investment portfolio, and other sources, adequately meet its liquidity requirements. Wesbanco’s net loans to assets ratio was 66.9% at June 30, 2024 and deposit balances funded 74.1% of assets.

The following table lists the sources of liquidity from assets at June 30, 2024 expected within the next year:

*(unaudited, in thousands)*

|  |  |
| --- | ---: |
| Cash and cash equivalents | **$486,789** |
| Securities with a maturity date within the next year and callable securities | **372,648** |
| Projected payments and prepayments on mortgage-backed securities and collateralized mortgage obligations (1) | **264,084** |
| Loans held for sale | **25,433** |
| Accruing loans scheduled to mature | **1,410,039** |
| Normal loan repayments | **1,448,047** |
| Total sources of liquidity expected within the next year | **$4,007,040** |

(1) Projected prepayments are based on current prepayment speeds.

Deposit cash flows are another principal factor affecting overall Wesbanco liquidity. Deposits totaled $13.4 billion at June 30, 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. Certificates of deposit scheduled to mature within one year totaled $1.2 billion at June 30, 2024, with a weighted average cost of 3.92%, which includes jumbo regular certificates of deposit totaling $626.3 million with a weighted-average cost of 4.33%, and jumbo CDARS® certificates of deposit of $39.0 million with a weighted-average cost of 3.96%. Wesbanco had no brokered one-way buys at June 30, 2024.

Uninsured deposits, as reported for regulatory purposes, totaled $4.1 billion at June 30, 2024, or 30% of total deposits. Uninsured deposits include $1.5 billion of public funds deposits that are over the FDIC-insured limit. Wesbanco secures these public funds deposits by pledging investment securities with a market value at or above the deposit balance. Excluding these public funds, at June 30, 2024, uninsured deposits were $2.6 billion, or 19% of total deposits.

Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $3.6 billion and $3.4 billion at June 30, 2024 and December 31, 2023, respectively. 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. Wesbanco can also use this line of credit for pledging collateral to cover public funds deposits, as an alternative to pledging securities from the investment portfolio. At June 30, 2024, the Bank had unpledged available-for-sale securities with an estimated fair value of $277.7 million, or 13.6% of the total available-for-sale portfolio. A portion of these securities could be sold for additional liquidity, or such securities could be pledged to secure additional FHLB borrowings. Approximately 58% of the portfolio is pledged to public deposit customers, as public deposit balances have increased significantly through the several acquisitions made since 2015. As a result of this growth, Wesbanco is monitoring exposure to public funds deposits in relation to pledging requirements and providing insured cash sweep ("ICS") deposits via IntraFi® as a solution for a portion of new and existing public fund depositors. In addition, at June 30, 2024, the Bank had unpledged held-to-maturity securities with an estimated fair value of $751.1 million. Approximately 96%, or $722.4 million of these securities are municipal securities, which can only be pledged in limited circumstances. Generally, these securities cannot be sold without tainting the remainder of the held-to-maturity portfolio. If tainting occurs, all remaining securities with the held-to-maturity designation would be required to be reclassified as available-for-sale, and the held-to-maturity designation would not be available to Wesbanco for a period of time.

Wesbanco participates in the Federal Reserve Bank’s Borrower-in-Custody Program (“BIC”) whereby Wesbanco pledges certain consumer loans as collateral for borrowings. Wesbanco did not have any BIC borrowings outstanding at June 30, 2024. 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 June 30, 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.

Other short-term borrowings of $105.8 million at June 30, 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. 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 $217.9 million in cash on hand. 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 June 30, 2024, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $169.5 million from the Bank. Management believes these are appropriate levels of cash for the parent company given the current environment. Management continuously monitors the adequacy of parent company cash levels and sources of liquidity through the use of metrics that relate current cash levels to historical and forecasted cash inflows and outflows.

Wesbanco had outstanding commitments to extend credit in the ordinary course of business approximating $5.0 billion and $4.7 billion at June 30, 2024 and December 31, 2023, respectively. On a historical basis, only a portion of these commitments will result in an outflow of funds. Please refer to Note 11, “Commitments and Contingent Liabilities” of the Consolidated Financial Statements and the “Loans and Credit Risk” section of this MD&A for additional information.

Federal financial regulatory agencies have previously issued guidance to provide for sound practices for managing funding and liquidity risk and strengthening liquidity risk management practices. Wesbanco maintains a comprehensive management process for identifying, measuring, monitoring, and controlling liquidity risk, which is fully integrated into its risk management process. Management believes Wesbanco has sufficient current liquidity to meet current obligations to borrowers, depositors and others and that Wesbanco’s current liquidity risk management policies and procedures, as periodically reviewed and adjusted, adequately address this guidance.

## Market risk

As filed, 10,090 characters.

The disclosures set forth in this item are qualified by the section captioned “Forward-Looking Statements” included in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.

### MARKET RISK

The primary objective of Wesbanco’s ALCO with direct oversight from the BOD is to maximize net interest income within established policy parameters. This objective is accomplished through the management of balance sheet composition and duration, market risk exposures arising from changing economic conditions as well as liquidity risk.

Market risk is defined as the risk of loss due to adverse changes in the fair value of financial instruments resulting from fluctuations in interest rates and bond prices. Management considers interest rate risk to be Wesbanco’s most significant market risk. Interest rate risk is the exposure to adverse changes in net interest income due to changes in interest rates. The consistency of Wesbanco’s net interest income is largely dependent on effective management of Wesbanco's interest rate risk profile. As interest rates change in the market, rates earned on interest rate-sensitive assets and rates paid on interest rate-sensitive liabilities do not necessarily move concurrently. Differing rate sensitivities may arise because fixed rate assets and liabilities may not have the same maturities, because variable rate assets and liabilities differ in the timing and/or the magnitude of rate changes, or due to the shape of the yield curve shifting over time.

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. The key assumptions and strategies employed are analyzed, reviewed and documented at least quarterly by the ALCO as well as provided to the Board.

The earnings sensitivity simulation model projects changes in net interest income resulting from the effects of changes in 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. Assumptions are based on internally-developed models derived from institution specific data, current market rates and economic forecasts, and are internally back-tested and periodically reviewed by an independent third-party consultant. Key assumptions are reviewed quarterly and updated as deemed appropriate by management. No significant assumption changes were made this period. The net interest income sensitivity results presented in Table 1, “Net Interest Income Sensitivity,” assumes that the balance sheet composition of interest sensitive assets and liabilities existing at the end of the period remains constant over the period being measured (otherwise known as a "static" balance sheet) and also assumes that a particular change in interest rates is reflected immediately and parallel across all tenors of the yield curve, regardless of the duration of the maturity or re-pricing of specific assets and liabilities. Since the assumptions used in the model relative to changes in interest rates are uncertain, the simulation analysis may not be indicative of actual results, particularly in times of stress. In addition, this analysis does not consider actions that management might employ in the future in response to changes in interest rates, as well as changes in earning asset and costing liability balances.

Interest rate risk policy limits are determined by measuring the anticipated change in net interest income over a twelve-month period, assuming immediate and sustained market interest rate increases and decreases of 100 - 400 basis points across the entire yield curve, as compared to a flat rate environment or base model. Wesbanco’s current policy limits this exposure for the noted interest rate changes to a reduction of between 7.5% - 20%, or less, of net interest income from the stable rate base model over a twelve-month period. The table below indicates Wesbanco’s interest rate sensitivity at June 30, 2024 and December 31, 2023, assuming the above-noted interest rate changes, as compared to a base model.

### TABLE 1. NET INTEREST INCOME SENSITIVITY

| Immediate Change in Interest Rates (basis points) | Percentage Change in Net Interest Income from Base over One Year June 30, 2024 | December 31, 2023 | ALCO Guidelines |
| ---: | ---: | ---: | ---: |
| +200 | **4.1%** | 3.3% | (10.0%) |
| +100 | **3.5%** | 3.0% | (7.5%) |
| -100 | **(3.3%)** | (3.0%) | (7.5%) |
| -200 | **(7.5%)** | (7.0%) | (10.0%) |
| -300 | **(12.4%)** | (11.5%) | (15.0%) |
| -400 | **(17.2%)** | (16.3%) | (20.0%) |

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. Additional differences typically result from changes in the various earning assets and costing liabilities mix and growth rates, as well as periodic updates of various modeling assumptions. Generally, interest bearing non-maturity deposit betas utilized in modeling have increased to 40% in up shocks and 30% in down shocks as the banking industry continues to remain in a high interest rate environment where funding cost pressures have persisted over the past year. 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. Indicated model asset sensitivity in rising rate scenarios may be less than anticipated due to slower prepayment speeds, rate floors, below forecast loan yields, spread compression between new asset yields and funding costs, customer requests for negotiated rates, mortgage-related extension risk and other factors. In a decreasing rate environment, asset sensitivity may have greater impact on the margin than currently modeled as prepayment speeds increase, customers refinance or request rate reductions on existing loans, estimated deposit betas do not perform as modeled, or for other reasons not listed.

In addition to the aforementioned parallel rate shock earnings sensitivity simulation model, the ALCO also reviews a “dynamic” forecast scenario to project Wesbanco's "most likely" net interest income over a rolling two-year time period. This forecast is updated at least quarterly, incorporating revisions and updated assumptions into the model for estimated loan and deposit growth, expected balance sheet re-mixing strategies, changes in forecasted interest rates for various indices and yield curves, competitive market spreads for various products and other assumptions not listed. 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. 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 June 30, 2024 and December 31, 2023. Changes in EVE sensitivity since year-end 2023 relate to the change in market interest rates and their impact upon the fair values of earning assets and costing liabilities.

| Immediate Change in Interest Rates (basis points) | Percentage Change in Economic Value of Equity from Base over One Year June 30, 2024 | December 31, 2023 | ALCO Guidelines |
| ---: | ---: | ---: | ---: |
| +200 | **2.8%** | 0.3% | (20.0%) |
| +100 | **4.1%** | 2.6% | (10.0%) |
| -100 | **(2.9%)** | (2.8%) | (10.0%) |
| -200 | **(7.8%)** | (8.0%) | (20.0%) |
| -300 | **(15.8%)** | (16.5%) | (30.0%) |
| -400 | **(26.8%)** | (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. CDARS® and ICS® deposits also may be utilized for similar purposes for certain customers seeking higher-yielding instruments or maintaining deposit levels below FDIC insurance limits. 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.

55

## Controls and procedures

As filed, 2,357 characters.

**EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES—** Wesbanco’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that Wesbanco’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this Form 10-Q, are effective to ensure that information required to be disclosed by Wesbanco in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to Wesbanco’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

**LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS—** Wesbanco’s management, including the CEO and CFO, does not expect that Wesbanco’s disclosure controls and internal controls will prevent all errors and all fraud. While Wesbanco’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective, no control system, no matter how well conceived and operated, can provide absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

**CHANGES IN INTERNAL CONTROLS—** There were no changes in Wesbanco's internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2024 as required to be reported by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

## Risk factors

As filed, 9,135 characters.

In light of its entrance into the Merger Agreement and the transactions contemplated thereby, Wesbanco is supplementing its risk factors contained in Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 26, 2024 (“Annual Report”). The following risk factors should be read in conjunction with the risk factors contained in our Annual Report on Form 10-K. Any of the risks described in our Annual Report, as well as any of the risks described below, could materially adversely affect our business, financial condition and results of operations. Additional risks and uncertainties that are not presently known to us or that we deem immaterial may also adversely impact our business or financial results. Except as set forth below, there are no material changes related to risk factors from the risk factors described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.

### Risks Relating to the Merger

**Although we expect that our pending 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.**

The success of our acquisition of Premier Financial 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. The combined company may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected. 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. 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.

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;
- the integration of corporate cultures and maintenance of employee morale;
- the retention of key employees; and
- potential unknown liabilities associated with the Merger.

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.**

We have incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, 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. These fees and costs will be significant. In addition, we will incur 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 is related to the Merger. If the Merger is not completed, we may have to recognize these expenses without realizing the expected benefits of the Merger.

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. 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.

**Our pending acquisition of Premier Financial is subject to conditions, including certain conditions that may not be satisfied, and may not be completed on a timely basis, or at all. In addition, the Merger Agreement may be terminated in certain circumstances. Failure to complete the Merger could have material and adverse effects on us.**

The completion of the Merger is subject to a number of conditions, which make the completion and timing of the completion of the Merger uncertain. In addition, the Merger Agreement may be terminated in certain circumstances. If the Merger is not completed on a timely basis, or at all, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Merger, we and Premier Financial will be subject to a number of risks, including the following:

- we will be required to pay certain costs relating to the Merger and the Private Placement, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;
- under the Merger Agreement, we are subject to certain restrictions on the conduct of our respective businesses prior to completing the Merger, which may adversely affect our ability to execute certain of our respective business strategies;
- time and resources committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities; and
- the market price of our common stock could decline to the extent that the current market prices reflect a market assumption that the Merger will be completed

In addition, if the Merger is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against us to perform our obligations under the Merger Agreement. If the Merger is not completed, we cannot assure its shareholders that the risks described above will not materialize and will not adversely affect the business, financial results and market price of our Common Stock.

**We are subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect our business and operations.**

Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which may adversely affect our ability to execute certain of our business strategies. Such limitations could negatively affect our businesses and operations prior to the completion of the Merger. Furthermore, the process of planning to integrate two businesses and organizations for the post-Merger period can divert management attention and resources and could ultimately have an adverse effect on us.

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. 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, regardless of whether the Merger is completed.

**The market price of our common stock may decline in the future as a result of the Merger.**

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.

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.

Filed Aug 1, 2024.
Source: SEC EDGAR, the filing index for accession 0000950170-24-089351. Last ingested by Listed: Nov 5, 2026, 13:34 ET. No prices; not investment advice.