Wesbanco Inc: Form 10-Q for the period ended Jun 30, 2026

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, 2026. 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, 2025 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”) including Wesbanco's Form 10-Q for the quarter ending March 31, 2026, which are available at the SEC’s website, www.sec.gov (http://www.sec.gov) or at Wesbanco’s website, www.wesbanco.com (http://www.wesbanco.com). Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Wesbanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A and in Part II, Item 1A of this Form 10-Q. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, the Consumer Financial Protection Bureau and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting Wesbanco’s operational and financial performance. Wesbanco does not assume any duty to update forward-looking statements.

OVERVIEW

Wesbanco is a multi-state bank holding company operating through 216 branches and 233 ATMs in West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Michigan, Maryland, Tennessee, Virginia and Florida 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.

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, 2026 have remained unchanged from the disclosures presented in Wesbanco’s Annual Report on Form 10-K for the year ended December 31, 2025 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

RESULTS OF OPERATIONS

EARNINGS SUMMARY

Wesbanco reported net income available to common shareholders for the second quarter of 2026 of $88.4 million, with diluted earnings per share of $0.91, compared to $54.9 million and $0.57 per diluted share, respectively, for the second quarter of 2025. For the six months ended June 30, 2026, net income was $172.8 million, or $1.79 per diluted share, compared to $43.4 million, or $0.50 per diluted share, for the 2025 period. As noted below, Wesbanco reported $0.92 of earnings per diluted share, in the second quarter, as compared to $0.91 in the prior year period, when excluding after-tax restructuring and merger-related expenses (non-GAAP measures). On a similar basis and excluding the after-tax day one provision for credit losses on acquired loans, Wesbanco reported $1.83 per diluted share, for the six month period, as compared to $1.60 per diluted share last year (non-GAAP measures).

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

(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 for the second quarter of 2026 was $222.2 million, an increase of $5.4 million, or 2.5% from the second quarter of 2025, reflecting lower FHLB borrowing and deposit costs along with higher securities yields. For the six months ended June 30, 2026, net interest income of $437.6 million increased $62.3 million, or 16.6%, primarily due to the reasons discussed for the three-month period comparison and higher loan balances. The second quarter margin of 3.63% improved 4 basis points year-over-year primarily due to lower funding costs. Deposit funding costs of 2.35% for the second quarter of 2026 decreased 11 basis points from the second quarter of 2025. When including non-interest bearing deposits, deposit funding costs for the second quarter were 1.78%.

An increase in loan balances as compared to December 31, 2025 resulted in a provision for credit losses of $9.2 million in the second quarter of 2026, as compared to a provision of $3.2 million in the second quarter of 2025. Annualized net loan charge-offs as a percentage of average loans were 0.02% and 0.09% for the second quarters of 2026 and 2025, respectively.

For the second quarter of 2026, non-interest income of $53.6 million increased $9.7 million, or 22.0%, from the second quarter of 2025 due primarily to higher net swap and valuation income, service charges on deposits, and other income. Gross swap fees were $2.8 million in the second quarter, compared to $1.4 million in the prior year period, while the fair value adjustment was a gain of $0.3 million, compared to a loss of $0.7 million in the prior year period. Service charges on deposits increased $1.1 million year-over-year due to increased general spending and higher transaction volumes from our larger customer base, as well as an increase in monthly fees that took effect June 2026. Other income for the second quarter of 2026 included a non-recurring $4.8 million gain related to the freezing of future service for actively employed participants in the pension plan. Mortgage banking income decreased $1.3 million from the prior year period primarily due to more mortgage volume going into portfolio loans.

Non-interest expense, excluding restructuring and merger-related costs, for the three months ended June 30, 2026 was $148.1 million, a $2.6 million, or 1.8%, increase year-over-year primarily due to higher salaries and wages offset by discretionary expense management. Salaries and wages of $66.4 million increased due to recent hiring efforts, primarily in Florida, and bonus accrual adjustments. FDIC insurance expense of $4.2 million decreased due to a lower assessment rate associated with our improved financial ratios. Equipment and software of $2.3 million decreased $1.5 million year-over-year due to the cost of operating two core systems in the prior year related to the PFC acquisition until the conversion to one platform in mid-May 2025. Amortization of intangible assets of $7.1 million decreased $2.1 million year-over-year due to the core deposit intangible asset that was created from the acquisition of PFC in the prior year. Restructuring and merger-related expenses decreased $40.1 million from the prior year period, which included costs associated with the closing of the PFC acquisition.

For the three months ended June 30, 2026, the effective tax rate was 21.1% as compared to 19.1% for the second quarter of 2025, and the provision for income taxes increased to $24.8 million from $13.6 million during the same time period. These changes were the result of increased pretax income in 2026 as compared to 2025 due primarily to the merger-related expenses recorded in the second quarter of 2025.

NET INTEREST INCOME

TABLE 1. NET INTEREST INCOME

(unaudited, dollars in thousands)

Net interest income, which is Wesbanco’s largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities, primarily deposits and short and long-term borrowings. Net interest income is affected by the general level of, and changes in interest rates, the steepness and shape of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of existing assets and liabilities. Net interest income increased $5.4 million, or 2.5%, and net interest margin increased by four basis points in the second quarter of 2026 compared to the second quarter of 2025, due to a lower cost of interest bearing liabilities, which was driven by a decrease in the volume of FHLB borrowings. Total average deposits increased $517.0 million, or 2.4%, in the second quarter of 2026 as compared to the second quarter of 2025. The cost of interest bearing deposits decreased 11 basis points and the cost of total interest bearing liabilities decreased 19 basis points from the second quarter of 2025 to the second quarter of 2026. The decrease in cost is primarily due to rate decreases for interest bearing deposits in response to the general decrease in overall deposit rates in the marketplace as well as a decrease in brokered deposit balances.

Interest income decreased $3.3 million or 1.0% in the second quarter of 2026 compared to the same period of 2025, primarily due to a decline in the average rate on loans. Average loan balances increased $336.7 million or 1.8% in the second quarter of 2026 compared to the second quarter of 2025, while loan yields decreased by 16 basis points during this same period to 6.0% due to competitive pressures in the marketplace on loan rates. Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest balance and the highest yield within major earning asset categories. In the second quarter of 2026, average loans represented 78.0% of average earning assets, which was virtually unchanged from 77.6% in the second quarter of 2025. Average total securities balances increased slightly from the second quarter of 2025 and represented 18.9% of total earning assets in the second quarter of 2026. Taxable securities yields increased by seven basis points in the second quarter of 2026 from the second quarter of 2025, while tax-exempt securities yields increased 14 basis points during the same time period.

Interest expense decreased $8.7 million in the second quarter of 2026 as compared to the same period in 2025, due primarily to a reduction in FHLB borrowings, and the cost of interest bearing liabilities decreased by 19 basis points from the second quarter of 2025 to 2.50% in the second quarter of 2026. Average interest bearing deposits increased $550.6 million, or 3.5%, from the second quarter of 2025. The rate on interest bearing deposits decreased 11 basis points to 2.35% compared to the second quarter of 2025. Average non-interest bearing demand deposit balances decreased slightly from the second quarter of 2025 to the second quarter of 2026, and were 24.5% of total average deposits at June 30, 2026, compared to 25.2% at June 30, 2025. For the second quarter of 2026, Wesbanco's average loans to average deposits ratio was 88.9%, reflecting additional lending capacity. The average balance of FHLB borrowings decreased $544.9 million compared to second quarter of 2025, while the average rate on FHLB borrowings decreased 22 basis points. The average balance of subordinated debt and junior subordinated debt decreased $48.6 million compared to the second quarter of 2025 due to the redemption of the Premier Financial Corp. ("PFC") sub debt in the fourth quarter of 2025.

TABLE 2. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS

(unaudited, dollars in thousands)

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

(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 the federal statutory tax rate of 21% for each period presented.

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

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

(unaudited, in thousands)

(1) Taxable equivalent basis is calculated on tax-exempt securities using the 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. For the three months ended June 30, 2026, Wesbanco recorded a provision for credit losses of $9.2 million, an increase of $6.0 million compared to the $3.2 million provision recorded for the three months ended June 30, 2025. The increase was primarily driven by loan growth, changes to macroeconomic factors, increases in criticized & classified loans and increases in individually-evaluated loans. The increase is partially offset by prepayment speed fluctuations, interest rate driven model assumptions, and improvements in certain qualitative factors, all of which decreased the provision.

Non-performing loans were 0.75% of total portfolio loans as of June 30, 2026, increasing from 0.45% of total portfolio loans at June 30, 2025. Criticized and classified loans were 3.74% of total portfolio loans as of June 30, 2026, increasing from 3.63% as of June 30, 2025. Past due loans were 0.46% of total portfolio loans at June 30, 2026 and June 30, 2025, respectively. Annualized net loan charge-offs were 0.02% for the three months ended June 30, 2026, compared to 0.09% for the three months ended June 30, 2025. 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)

NM = Not Meaningful

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 19.4% of total revenue for the three months ended June 30, 2026. Wesbanco offers its customers a wide range of retail, commercial, investment and digital banking services, which are viewed as a vital component of Wesbanco’s ability to attract and maintain customers, as well as providing additional fee income beyond normal spread-related income to Wesbanco. For the second quarter of 2026, non-interest income increased $9.7 million, or 22.0%, compared to the second quarter of 2025, primarily due to increases in other income, net swap fee and valuation income, net gains on other real estate owned and other assets, and service charges on deposits, partially offset by a decline in in mortgage banking income.

Service charges on deposits increased $1.1 million, or 10.1%, in the second quarter of 2026 compared to the second quarter of 2025, and $3.4 million, or 18.0%, in the first six months of 2026 compared to the same period in 2025. The increase in both comparisons was due to organic growth from our treasury management products and services as well as an increase in average deposit balances.

Net swap fee and valuation income increased $2.4 million in the second quarter of 2026 compared to the second quarter of 2025, due to an increase in swap fee income and fair value adjustments on existing swaps. For the three months ended June 30, 2026, new swaps executed of $183.8 million in notional principal resulted in $2.8 million of fee income as compared to new swaps executed of $77.5 million in notional principal, resulting in $1.4 million of fee income for the three months ended June 30, 2025. Fair value adjustments on existing swaps for the three months ended June 30, 2026 were a positive $0.3 million compared to a negative $0.7 million for the three months ended June 30, 2025. Net swap fee and valuation income increased $2.5 million in the first six months of 2026 compared to the same period in 2025, due to an increase in fair value adjustments on existing swaps of $0.6 million and an increase in new swap fee income of $1.9 million.

Bank-owned life insurance increased $0.9 million, or 25.1%, in the second quarter of 2026 compared to the second quarter of 2025, and $1.2 million, or 18.2%, in the first six months of 2026 compared to the same period in 2025. The increase in both comparisons was primarily due to an increase in cash value and mortality benefits.

Mortgage banking income decreased $1.3 million, or 55.4%, in the second quarter of 2026 compared to the second quarter of 2025, and $1.5 million, or 43.7%, in the first six months of 2026 compared to the same period in 2025. The decrease in both comparisons was primarily due to decreases in fair value adjustments on mortgage derivatives and a decline in actual gain on sale of mortgages. For the second quarter of 2026, total mortgage production was $276.9 million, which increased 13.7% compared to the second quarter of 2025. For the three months ended June 30, 2026, $109.9 million in mortgages were sold into the secondary market compared to $134.8 million in the comparable 2025 period. Included in mortgage banking income above is a loss of $0.1 million and a gain of $0.9 million from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended June 30, 2026 and 2025, respectively.

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

Other income increased $3.9 million in the second quarter of 2026 compared to the second quarter of 2025, and $3.6 million in the first six months of 2026 compared to the same period in 2025. The increase in both comparisons was due to a non-recurring $4.8 million gain related to the freezing of future service for actively employed participants in the pension plan.

NON-INTEREST EXPENSE

TABLE 5. NON-INTEREST EXPENSE

(unaudited, dollars in thousands)

Non-interest expense in the second quarter of 2026 decreased $37.4 million, or 20.1%, compared to the same quarter in 2025, primarily driven by decreases in restructuring and merger-related expenses, amortization of intangible assets, equipment and software expense, and FDIC insurance, partially offset by an increase in salaries and wages.

Salaries and wages increased $6.2 million, or 10.4%, in the second quarter of 2026 compared to the second quarter of 2025, and $21.6 million, or 19.9%, in the first six months of 2026 compared to the same period in 2025. In both comparisons, the increase was primarily due to mid-year merit increases, new revenue producers related to the Florida expansion, as well as an increase in bonus expense and stock compensation expense. These increases are partially offset by an increase in deferred loan costs, driven by an increase in loan origination volume.

Equipment and software costs decreased $1.5 million, or 8.8%, in the second quarter of 2026 compared to the second quarter of 2025, due primarily to the effect of maintaining two core systems in the second quarter of 2025 following the PFC acquisition. Equipment and software costs increased $1.1 million, or 3.7%, in the first six months of 2026 compared to the same period in 2025 due to an overall increase in service agreements.

FDIC insurance decreased $1.3 million, or 23.9%, in the second quarter of 2026 compared to the second quarter of 2025, due to more favorable financial ratios resulting in a lower estimated assessment rate. Similarly, FDIC insurance decreased $0.7 million, or 7.4%, in the first six months of 2026 compared to the first six months of 2025.

Amortization of intangible assets decreased $2.1 million, or 22.4%, in the second quarter of 2026 compared to the second quarter of 2025 due to a decrease in the core deposit intangible asset and the trust relationship intangible asset amortization rates. Amortization of intangible assets increased $0.9 million, or 6.5%, in the first six months of 2026 compared to the same period in 2025 due to the amortization resulting from the PFC acquisition not taking effect until March 2025.

Restructuring and merger-related expenses decreased $40.1 million in the second quarter of 2026 compared to the second quarter of 2025, primarily due to expenses incurred in the second quarter of 2025 for the acquisition of PFC. The $1.0 million from the second quarter of 2026 is primarily related to costs associated with the 10 financial centers that closed in June 2026. For the six months ended June 30, 2026, restructuring and merger-related expenses decreased $56.4 million from the same period in 2025 due to the expenses incurred from the acquisition of PFC in the first quarter of 2025.

INCOME TAXES

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

FINANCIAL CONDITION

Total assets increased 0.4% at June 30, 2026 compared to December 31, 2025 primarily due to commercial loan growth. Total liabilities increased 0.1% from December 31, 2025 reflecting higher interest bearing demand and savings deposit balances and an increase in FHLB borrowings, partially offset by a decrease in certificates of deposits. Total shareholders' equity increased 1.9% primarily due to net income available to common shareholders exceeding the common and preferred dividends paid during the first six months of 2026.

SECURITIES

TABLE 6. COMPOSITION OF SECURITIES

(unaudited, dollars in thousands)

(1) 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 $11.5 million from December 31, 2025 to June 30, 2026. Throughout the first six months of the year, the available-for-sale portfolio increased by $24.6 million or 0.7%, primarily due to purchases exceeding maturities, calls and paydowns. The held-to-maturity portfolio decreased by $24.4 million or 2.2% due to maturities and calls of municipal securities. The weighted average yield of the portfolio increased three basis points from 3.28% at December 31, 2025 to 3.31% at June 30, 2026, primarily due to security purchases during the quarter at higher market rates.

Total gross unrealized securities losses increased $21.3 million, from $300.2 million as of December 31, 2025 to $321.5 million at June 30, 2026. The increase in unrealized losses from December 31, 2025 was due to an increase in market rates through the first six months of 2026 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on available-for-sale debt securities at June 30, 2026 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, 2026, and December 31, 2025 were $159.3 million and $139.5 million, respectively. These net unrealized pre-tax losses represent temporary fluctuations resulting from changes in market rates in relation to fixed yields in the available-for-sale portfolio, and on an after-tax basis are accounted for as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax losses in the held-to-maturity portfolio, which are not accounted for in other comprehensive income, were $102.0 million at June 30, 2026, compared to $96.2 million at December 31, 2025. With approximately 25% of the investment portfolio in the held-to-maturity category, volatility in interest rates does not have as much of an impact on other comprehensive income as if the entire portfolio were included in the available-for-sale category.

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 income statement in the provision for credit losses. Accrued interest receivable on held-to-maturity securities, which was $8.1 million and $8.2 million as of June 30, 2026 and December 31, 2025, respectively, is excluded from the estimate of credit losses. Held-to-maturity investments in U.S. Government sponsored entities and agencies as well as mortgage-backed securities and collateralized mortgage obligations, which are all either issued by a direct governmental entity or a government-sponsored entity, have no historical evidence supporting expected credit losses; therefore, Wesbanco has estimated these losses at zero, and will monitor this assumption in the future for any economic or governmental policies that could affect this assumption. Wesbanco recorded an allowance on held-to-maturity debt securities of $0.2 million as of June 30, 2026 and December 31, 2025.

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 8, “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 7.

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 7. COMPOSITION OF LOANS (1)

(unaudited, dollars in thousands)

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

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

The commercial portfolio is monitored for potential concentrations of credit risk by market, type of lending, CRE property type, C&I and owner-occupied CRE by industry, investment CRE dependence on common tenants and industries or property types that are similarly impacted by external factors. The breakdown for all CRE – improved property is 32% owner-occupied and 68% investor-owned.

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

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, and repossessed automobiles acquired to satisfy defaulted consumer loans.

TABLE 8. NON-PERFORMING ASSETS

(unaudited, dollars in thousands)

Non-performing loans consist only of non-accrual loans. Non-performing loans increased $54.5 million or 59.5% from December 31, 2025, primarily due to three CRE loans across different markets and property types, none of which were office. See Note 4, "Loans and the Allowance for Credit Losses" for additional information.

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

TABLE 9. PAST DUE AND ACCRUING LOANS EXCLUDING NON-ACCRUALS

(unaudited, dollars in thousands)

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

ALLOWANCE FOR CREDIT LOSSES - LOANS AND LOAN COMMITMENTS

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

The allowance for credit losses by loan category, presented in Note 4, “Loans and the Allowance for Credit Losses” of the Notes to 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 the current expected credit losses ("CECL") methodology is calculated utilizing the probability of default (“PD”) and loss given default (“LGD”) approach, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default. The primary macroeconomic drivers of the quantitative model include forecasts of national unemployment and interest rates, as well as modeling adjustments for changes in prepayment speeds, portfolio mix, concentrations and loan growth. At June 30, 2026, the primary drivers of the allowance were changes in macroeconomic conditions over the one year forecast period, increases in criticized and classified loans and improvements in certain qualitative factors. The unemployment forecast was based upon a probability weighted approach which is designed to incorporate economic forecasts from a baseline, upside and downside economy in the loss projection. At June 30, 2026, Wesbanco applied a one-year forecast and immediately reverted to historical losses. The national unemployment rate was projected to be 4.7% as of June 30, 2026 and subsequently increase to an average of 5.3% over the remainder of the one-year forecast period.

Table 10 summarizes the allocation of the allowance for credit losses to each category of the loan portfolio.

TABLE 10. ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES – LOANS AND LOAN COMMITMENTS

(unaudited, dollars in thousands)

Although the allowance for credit losses is allocated as described in Table 10, 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, 2026.

DEPOSITS

TABLE 11. DEPOSITS

(unaudited, dollars in thousands)

Deposits, which represent Wesbanco’s primary source of funds, are offered in various account forms at various rates through Wesbanco’s 216 financial centers. The FDIC insures deposits up to $250,000 per account owner.

Total deposits decreased $76.6 million during the first six months of 2026. Savings deposits and demand deposits increased 5.6% and 0.8% respectively, which were partially offset by a 1.2% decrease in money market deposits. Wesbanco also participates in the Insured Cash Sweep ("ICS®") deposit program. ICS® reciprocal balances totaled $2.4 billion and $2.2 billion at June 30, 2026 and December 31, 2025, respectively. In addition, ICS® one-way buys totaled $100.2 million at December 31, 2025. There were no ICS® one-way buys at June 30, 2026.

Certificates of deposit decreased 9.9% from December 31, 2025 to June 30, 2026 due primarily to a decrease in higher cost certificates of deposit. 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 $66.1 million in outstanding balances at June 30, 2026, of which $0.7 million represented one-way buys, compared to $73.1 million in total outstanding balances, of which $0.9 million represented one-way buys, at December 31, 2025. Certificates of deposit greater than $250,000 were approximately $736.5 million at June 30, 2026 compared to $842.3 million at December 31, 2025. Certificates of deposit totaling approximately $1.9 billion at June 30, 2026 with a cost of 3.22% 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 12. BORROWINGS

(unaudited, dollars in thousands)

While borrowings are a significant source of funding for Wesbanco, they are less significant as compared to total deposits. FHLB borrowings increased $0.2 billion from December 31, 2025 to June 30, 2026 as $1.3 billion in new advances were partially offset by $1.1 billion in maturities. The average cost of new borrowings approximated the cost of maturing borrowings during the first six months of 2026 at 3.91%.

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $88.4 million at June 30, 2026, compared to $110.7 million at December 31, 2025. There were no outstanding federal funds purchased at either June 30, 2026 or December 31, 2025.

CAPITAL RESOURCES

Shareholders' equity increased $77.8 million or 1.9% from December 31, 2025, to $4.1 billion at June 30, 2026. The increase resulted from $181.3 million in net earnings for the six months ended June 30, 2026, which was partially offset by the declaration of common and preferred shareholder dividends totaling $72.4 million and $8.5 million, respectively, and a $19.8 million other comprehensive loss for the six months ended June 30, 2026. Wesbanco also increased its quarterly dividend rate $0.01 per quarter to $0.38 per share in November 2025, representing a 2.7% increase over the prior quarterly rate and a cumulative 171% increase since 2010.

As of June 30, 2026, Wesbanco had two active stock repurchase plans. They were approved by the Board of Directors on February 24, 2022 for 3.2 million shares and May 20, 2026 for 4.0 million shares and provide for shares to be repurchased for general corporate purposes, which may include a subsequent resource for potential acquisitions, shareholder dividend reinvestment and employee benefit plans. The timing, price and quantity of purchases are at the discretion of Wesbanco, and the plan may be discontinued or suspended at any time. Wesbanco purchased 290,135 shares under open market transactions during the first six months of 2026 under the plans. The plans have 4,540,665 shares remaining for repurchase.

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, 2026, 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, 2026, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $406.2 million from the Bank.

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

(unaudited, dollars in thousands)

(1) Minimum requirements to remain adequately capitalized. Amounts and ratios shown do not include the impact of a capital conservation buffer of 2.50%.

(2) Reflects the well-capitalized standard under Regulation Y for Wesbanco, Inc. and the prompt corrective action framework for Wesbanco Bank, Inc.

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”) which includes senior management representatives and reports to the Board of Directors ("BOD") through the board-level Enterprise Risk Management Committee.

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 69.3% at June 30, 2026 and deposit balances funded 77.7% of assets.

The following table lists the sources of liquidity from assets at June 30, 2026 expected within the next year:

(unaudited, in thousands)

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

Deposit cash flows are another principal factor affecting overall Wesbanco liquidity. Deposits totaled $21.6 billion at June 30, 2026. 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 $1.9 billion at June 30, 2026, with a weighted average cost of 3.22%, which includes jumbo regular certificates of deposit totaling $1.4 billion with a weighted-average cost of 3.32%, and jumbo CDARS® certificates of deposit of $61.8 million with a weighted-average cost of 3.50%. Wesbanco had $0.7 million in brokered one-way buys at June 30, 2026.

Uninsured deposits, as reported for regulatory purposes, totaled $7.0 billion at June 30, 2026, or 33% of total deposits. Uninsured deposits include $2.3 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, 2026, uninsured deposits were $4.7 billion, or 22% of total deposits. Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $6.6 billion and $6.8 billion at June 30, 2026 and December 31, 2025, 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, 2026, the Bank had unpledged available-for-sale securities with an estimated fair value of $843.0 million, or 25.9% 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 62% of the portfolio is pledged to public deposit customers. Wesbanco monitors exposure to public funds deposits in relation to pledging requirements and provides ICS® deposits via IntraFi® as a solution for a portion of new and existing public fund depositors. In addition, at June 30, 2026, the Bank had unpledged held-to-maturity securities with an estimated fair value of $636.2 million. Approximately 99%, or $632.2 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, 2026. Alternative funding sources may include the utilization of existing overnight lines of credit with third party banks totaling $265.0 million, none of which was outstanding at June 30, 2026, 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 $88.4 million at June 30, 2026 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 $181.3 million in cash and investments 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, 2026, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately

$406.2 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 $6.9 billion and $6.3 billion at June 30, 2026 and December 31, 2025, 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.

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 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 includes senior management representatives and reports to the BOD through the board-level Enterprise Risk Management Committee, and is responsible for monitoring and managing interest rate risk within approved policy limits, utilizing earnings sensitivity simulation and economic value of equity ("EVE") models. These models are highly dependent on various assumptions, which change regularly as the balance sheet composition and market interest rates change. 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. 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 - 300 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% - 15%, 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, 2026 and December 31, 2025, assuming the above-noted interest rate changes, as compared to a base model.

TABLE 1. NET INTEREST INCOME SENSITIVITY

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Net interest income sensitivity increased slightly relative to the prior quarter. This is primarily due to changes in balance sheet composition, including a slight increase in adjustable-rate loans funded primarily with short-term borrowings. Down shock scenarios remain more sensitive than comparable up shock scenarios because asset yields are expected to reprice downward more rapidly than funding costs. Sensitivity is also modestly impacted by 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, weighted average interest bearing non-maturity deposit betas utilized in modeling are mid-to-upper 40s in up and down shocks as the banking industry continues to remain highly competitive where funding cost pressures have persisted. Deposit betas, decay rates and loan prepayment speeds are reviewed and adjusted quarterly if appropriate. 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 EVE, which is defined as the market value of tangible equity in various rate scenarios. Generally, changes in the EVE relate to changes in various assets and liabilities, changes in the yield curve, as well as changes in loan prepayment speeds and deposit decay rates. The following table presents these results and Wesbanco’s policy limits as of June 30, 2026 and December 31, 2025. Changes in EVE sensitivity since year-end 2025 relate to the change in market interest rates and their impact upon the fair values of earning assets and costing liabilities.

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®, ICS® and other reciprocal deposit networks may be utilized for similar purposes for certain customers seeking higher-yielding instruments or maintaining deposit levels below FDIC insurance limits and to help fund the balance sheet. 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®, ICS® and other deposit networks 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.

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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES— Wesbanco’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have concluded that, as a result of the material weakness in the Company's internal control over financial reporting described below, 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 not 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 (the "Exchange Act"), 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.

MATERIAL WEAKNESS IN INTERNAL CONTROL OVER FINANCIAL REPORTING— As reported in Wesbanco’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, Wesbanco’s management identified a material weakness in the design and operating effectiveness of controls related to the fair value of assets acquired as part of the Premier Financial Corp. business combination, including a lack of precision and evidence of reviews of the assumptions supporting the fair value of acquired assets. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Wesbanco's annual or interim financial statements will not be prevented or detected on a timely basis. Notwithstanding the material weakness, Wesbanco’s Chief Executive Officer and Chief Financial Officer concluded that Wesbanco’s Consolidated Financial Statements included in Wesbanco’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025, as well as prior period financial statements, were fairly stated in all material respects in accordance with generally accepted accounting principles in the United States for each of the periods presented. Therefore, no restatement of any prior period financial statements was required.

REMEDIATION PLAN— To remediate the material weakness described above, with the oversight of the Audit Committee of the Board of Directors, Wesbanco is in the process of implementing the following remediation steps:

• Wesbanco management performed a root cause analysis of the material weakness and continues to refine the related corrective actions with the assistance of an independent third-party advisor.
• Based on the assessment performed, management is implementing enhancements to the design and documentation of controls governing the evaluation of significant fair value estimates used in financial reporting, such as in the event of a business combination.

Wesbanco believes that the measures described above will contribute toward the remediation of the control deficiencies we have identified and strengthen our overall internal control over financial reporting. As Wesbanco continues to evaluate, and works to improve, its internal control over financial reporting, its management may determine that additional measures to address the identified control deficiencies or modifications to the related remediation plan are necessary. Wesbanco cannot assure when the material weakness described above will be remediated, nor can it be certain of whether additional remedial actions will be required or the costs of any such actions. Moreover, Wesbanco cannot assure that additional material weaknesses will not arise in the future.

CHANGES IN INTERNAL CONTROLS— Except for the material weakness and implementation of the remediation measures described above, there have been no changes in Wesbanco's internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2026 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.