Wesbanco Inc: Form 10-Q for the period ended Sep 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 nine months ended September 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 SEC including Wesbanco's Form 10-Q for the quarters ending March 31, 2026 and June 30, 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 under “Risk Factors” in Part I, Item 1A and in our other reports filed with the SEC. 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 FDIC, 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 235 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 September 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

Net income available to common shareholders of $85.3 million, or $0.88 diluted earnings per share, for the third quarter of 2026 increased $4.2 million, or 5.2%, compared to $81.0 million, or $0.84 diluted earnings per share, for the third quarter of 2025 primarily driven by higher net interest income and lower non-interest expense, partially offset by a higher provision for credit losses. Net income available to common shareholders of $258.1 million, or $2.67 diluted earnings per share, for the first nine months of 2026 increased $133.7 million compared to $124.4 million, or $1.39 diluted earnings per share, for the same period in 2025 due to higher net interest and non-interest income, a lower provision for credit losses and a decline in non-interest expense.

Net interest income for the third quarter of 2026 was $226.9 million, an increase of $10.2 million, or 4.7% year-over-year, driven by loan growth, upward loan repricing, and higher securities yields. The third quarter net interest margin of 3.60% improved 7 basis points year-over-year primarily due to lower funding costs. Deposit funding costs of 2.39% for the third quarter of 2026 decreased 17 basis points from the third quarter of 2026. When including non-interest bearing deposits, deposit funding costs for the third quarter were 1.80%.

Provision for credit losses of $8.7 million for third quarter of 2026, increased $6.6 million compared to $2.1 million for the same period in 2025. The increase was primarily driven by loan growth, along with an increase in individually-evaluated loans. The increase is partially offset by prepayment speed fluctuations, changes to macroeconomic factors, interest rate driven model assumptions, and improvements in certain qualitative factors, all of which decreased the provision. Annualized net loan charge-offs as a percentage of average loans were 0.21% and 0.19% for the third quarters of 2026 and 2025, respectively.

For the third quarter of 2026, non-interest income of $45.9 million increased $1.0 million, or 2.2%, from the third quarter of 2025 due primarily to higher net swap and valuation income, service charges on deposits, and trust fees. Gross swap fees were $2.8 million in the third quarter, compared to $3.2 million in the prior year period, while the fair value adjustment was $2.1 million, compared to a negligible gain in the prior year period. Service charges on deposits increased $1.1 million year-over-year due to an increase in monthly fees that took effect during June 2026, as well as increased general spending and higher transaction volumes. Trust fees of $9.7 million, increased $0.7 million year-over-year, due to higher assets under management. Mortgage banking income decreased $1.8 million from the prior year period due to more mortgage volume retained in the portfolio.

Non-interest expense of $150.9 million, decreased $5.3 million, or 3.4%, year-over-year primarily due to lower restructuring and merger-related expenses associated with the PFC acquisition and discretionary expense management, partially offset by higher salaries and wages. Salaries and wages of $69.1 million increased due to hiring efforts in Florida and Nashville during the second quarter, and mid-year merit increases. Marketing expense increased $2.0 million in support of our new expansion markets. FDIC insurance expense of $4.6 million decreased due to a lower assessment rate associated with our improved financial ratios. Amortization of intangible assets of $7.1 million, which was consistent with the last two quarters, decreased $1.3 million year-over-year, reflecting the accelerated amortization methodology of the core deposit intangible recorded in the PFC acquisition. Employee benefits decreased $3.2 million year-over-year to $14.9 million due primarily to lower healthcare claims and lower deferred compensation expense. Restructuring and merger-related expenses decreased $10.7 million from the prior year period, which included costs associated with the closing of the PFC acquisition.

For the three months ended September 30, 2026, the effective tax rate was 20.9% compared to 19.1% for the third quarter of 2025, and the provision for income taxes of $23.7 million in the third quarter of 2026 increased $4.0 million, or 20.1% compared to the third quarter of 2025. These changes were the result of increased pretax income in 2026 as compared to 2025 primarily due to higher net interest income and lower merger-related expenses related to the PFC acquisition recorded in the third quarter of 2026 compared to the same period in 2025.

NET INTEREST INCOME

Table 32: Net Interest Income

(unaudited, dollars in thousands)

Table 33: Average Balance Sheets and Net Interest Margin Analysis

(unaudited, dollars in thousands)

(1) Gross of the ACL, net of unearned income and includes non-accrual loans and loans HFS. Loan fees included in interest income on loans were $1.9 million and $1.4 million for the three months ended September 30, 2026 and 2025, respectively, and were $5.8 million and $5.5 million for the nine months ended September 30, 2026 and 2025, respectively. Additionally, loan accretion included in interest income on loans acquired from prior acquisitions was $13.4 million and $16.0 million for the three months ended September 30, 2026 and 2025, respectively, and was $41.4 million and $39.3 million for the nine months ended September 30, 2026 and 2025, respectively.

(2) Average yields on AFS 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 $1.7 million for the three months ended September 30, 2026 and 2025, respectively, and was $0.5 million and $9.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Table 34: 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%.

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 $10.2 million, or 4.7%, and the net interest margin increased by seven basis points in the third quarter of 2026 compared to the third quarter of 2025, due to increases in loan balances, higher securities yields and decreases in the average cost of most major interest bearing liability categories outpacing the decreases in the yields of average earning asset categories. The yield on total earning assets decreased by 13 basis points, while the cost of total interest bearing liabilities decreased by 22 basis points, from the third quarter of 2025 to the third quarter of 2026.

Interest income increased by $1.7 million, or 0.5%, in the third quarter of 2026 compared to the same period of 2025, due to an increase in total earning assets, partially offset by a decline in the average rate on loans. Average loan balances increased $670.3 million, or 3.5%, in the third quarter of 2026 compared to the third quarter of 2025, while loan yields decreased by 15 basis points during this same period to 6.02% 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 third quarter of 2026, average loans represented 78.1% of average earning assets, which was slightly higher than 77.6% in the third quarter of 2025. Average total securities balances increased slightly from the third quarter of 2025 and represented 18.7% of total earning assets in the third quarter of 2026. Taxable securities yields increased by 12 basis points in the third quarter of 2026 from the third quarter of 2025, while tax-exempt securities yields increased 13 basis points during the same time period.

Interest expense decreased $8.5 million in the third quarter of 2026 as compared to the same period in 2025, due primarily to a reduction in the cost of interest bearing liabilities of 22 basis points from the third quarter of 2025 to 2.57% in the third quarter of 2026. Average interest bearing deposits increased $356.3 million, or 2.2%, from the third quarter of 2025, while their average rate decreased 17 basis points to 2.39%. Average non-interest bearing demand deposit balances increased slightly from the third quarter of 2025 to the third quarter of 2026, but were 24.7% of total average deposits at September 30, 2026, compared to 24.9% at September 30, 2025. For the third quarter of 2026, Wesbanco's average loans to average deposits ratio was 90.8%, reflecting additional lending capacity. The average balance of FHLB borrowings were virtually unchanged as compared to the third quarter of 2025, while the average rate on FHLB borrowings decreased 54 basis points. The average balance of subordinated debt and junior subordinated debt decreased $49.1 million, with a corresponding rate decrease of 81 basis points compared to the third quarter of 2025 due to the redemption of the legacy PFC subordinated debt in the fourth quarter of 2025.

PROVISION FOR CREDIT LOSSES – LOANS AND LOAN COMMITMENTS

The provision for credit losses – loans is the amount to be added to the ACL for 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 ACL 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 September 30, 2026, Wesbanco recorded a provision for credit losses of $8.7 million, an increase of $6.6 million compared to the $2.1 million provision recorded for the three months ended September 30, 2025. The increase was primarily driven by loan growth, along with an increase in individually-evaluated loans. The increase is partially offset by prepayment speed fluctuations, changes to macroeconomic factors, interest rate driven model assumptions, and improvements in certain qualitative factors, all of which decreased the provision.

Non-performing portfolio loans were 0.78% of total portfolio loans as of September 30, 2026, increasing from 0.50% of total portfolio loans at September 30, 2025. Criticized and classified loans were 3.19% of total portfolio loans as of September 30, 2026, decreasing from 3.22% as of September 30, 2025. Past due loans were 0.56% of total portfolio loans as of September 30, 2026, increasing from 0.53% at September 30, 2025. Annualized net loan charge-offs were 0.21% for the three months ended September 30, 2026, compared to 0.19% for the three months ended September 30, 2025. Please see the "ACL – Loans and Loan Commitments" section of this MD&A for additional discussion.

NON-INTEREST INCOME

Table 35: Non-Interest Income

(unaudited, dollars in thousands)

*NM = Not Meaningful

(1) Includes a loss of $0.8 million and a loss of $0.6 million from the fair value adjustments on mortgage loan commitments and related derivatives for the three months ended September 30, 2026 and 2025, respectively.

Non-interest income is a significant source of revenue and an important part of Wesbanco’s results of operations, as it represents 16.8% of total revenue for the three months ended September 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 third quarter of 2026, non-interest income increased $1.0 million, or 2.2%, compared to the third quarter of 2025, primarily due to increases in net swap fee and valuation income, service charges on deposits, trust fees, and bank-owned life insurance, partially offset by a decline in mortgage banking income and net securities gains.

Trust fees increased $0.7 million, or 7.6%, in the third quarter of 2026 compared to the third quarter of 2025, and $2.6 million, or 9.5%, in the first nine months of 2026 compared to the same period in 2025. The increase in both comparisons was due to a $0.4 billion appreciation of trust assets from the prior year, which increased trust fee revenue.

Service charges on deposits increased $1.1 million, or 9.9%, in the third quarter of 2026 compared to the third quarter of 2025, and $4.5 million, or 15.0%, in the first nine months of 2026 compared to the same period in 2025. The increase in both comparisons was due to an increase in monthly fees that took effect during June, as well as increased general spending and higher transaction volumes.

Net swap fee and valuation income increased $1.6 million in the third quarter of 2026 compared to the third quarter of 2025, due to an increase in fair value adjustments on existing swaps, partially offset by a decrease in swap fee income. For the three months ended September 30, 2026, new swaps executed of $176.4 million in notional principal resulted in $2.8 million of fee income as compared to new swaps executed of $289.1 million in notional principal, resulting in $3.2 million of fee income for the three months ended September 30, 2025. Fair value adjustments on existing swaps for the three months ended September 30, 2026 were a positive $2.1 million compared to a negligible gain for the three months ended September 30, 2025. Net swap fee and valuation income increased $4.1 million in the first nine months of 2026 compared to the same period in 2025, due to an increase in fair value adjustments on existing swaps of $3.9 million and an increase in new swap fee income of $0.2 million.

Bank-owned life insurance increased $0.5 million, or 14.5%, in the third quarter of 2026 compared to the third quarter of 2025, and $1.8 million, or 16.9%, in the first nine months of 2026 compared to the same period in 2025. The increase in both comparisons was primarily due to increases in cash value and mortality benefits.

Net securities gains decreased $1.4 million in the third quarter of 2026 compared to the third quarter of 2025, and $0.8 million, or 35.7% in the first nine months of 2026 compared to the same period in 2025. The decrease in both comparisons was primarily due to a decrease in the market value adjustments of trading securities related to deferred compensation.

Mortgage banking income decreased $1.8 million in the third quarter of 2026 compared to the third quarter of 2025, and $3.3 million in the first nine months of 2026 compared to the same period in 2025. The decrease in both comparisons was due to a decline in actual gain on sale of mortgages and a decrease in fair value adjustments on mortgage derivatives. For the third quarter of 2026, total mortgage production was $301.4 million, which increased 23.5% compared to the third quarter of 2025. For the three months ended September 30, 2026, $95.7 million in mortgages were sold into the secondary market compared to $126.2 million in the comparable 2025 period.

NON-INTEREST EXPENSE

Table 36: Non-Interest Expense

(unaudited, dollars in thousands)

*NM = Not Meaningful

Non-interest expense in the third quarter of 2026 decreased $5.3 million, or 3.4%, compared to the same quarter in 2025, primarily driven by decreases in restructuring and merger-related expenses, employee benefits, amortization of intangible assets, and FDIC insurance, partially offset by an increase in salaries and wages, marketing, and postage, supplies and other.

Salaries and wages increased $8.5 million, or 14.0%, in the third quarter of 2026 compared to the third quarter of 2025, and $30.1 million, or 17.8%, in the first nine months of 2026 compared to the same period in 2025. In both comparisons, the increase was primarily due to hiring efforts in Florida and Nashville, and mid-year merit increases.

Employee benefits decreased $3.2 million, or 17.7%, in the third quarter of 2026 compared to the third quarter of 2025, reflecting a reduction in deferred compensation expense and a year-to-date catch-up refund from our employee healthcare prescription plan. Employee benefits increased $1.7 million, or 3.5%, in the first nine months of 2026 compared to the same period in 2025 due primarily to the timing of employer payroll tax contributions.

Marketing increased $2.0 million in the third quarter of 2026 compared to the third quarter of 2025, primarily due to an increase in advertising in support of our new expansion markets and timing of other marketing campaigns. Marketing increased $1.5 million in the first nine months of 2026 compared to the same period in 2025 due primarily to the same reasons as noted above for the quarter.

FDIC insurance decreased $1.2 million, or 20.4%, in the third quarter of 2026 compared to the third quarter of 2025, due to a lower assessment rate associated with our improved financial ratios. Similarly, FDIC insurance decreased $1.9 million, or 12.3%, in the first nine months of 2026 compared to the first nine months of 2025.

Amortization of intangible assets decreased $1.3 million, or 15.5%, in the third quarter of 2026 compared to the third quarter of 2025 due to the core deposit intangible asset that was created from the acquisition of PFC in the prior year. Similarly, amortization of intangible assets decreased $0.4 million, or 2.0%, in the first nine months of 2026 compared to the same period in 2025.

Restructuring and merger-related expenses decreased $10.7 million in the third quarter of 2026 compared to the third quarter of 2025, primarily due to expenses incurred in the third quarter of 2025 for financial center optimization and to a lesser extent, additional expenses incurred for the acquisition of PFC. For the nine months ended September 30, 2026, restructuring and merger-related expenses decreased $67.0 million from the same period in 2025 due to the expenses incurred from the acquisition of PFC.

FINANCIAL CONDITION

Total assets increased 2.8% at September 30, 2026 compared to December 31, 2025 primarily due to commercial loan growth. Total liabilities increased 3.0% 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 deposit. Total shareholders' equity increased 1.3% compared to December 31, 2025 primarily due to net income available to common shareholders, partially offset by common and preferred dividends paid and accumulated other comprehensive loss.

SECURITIES

Table 37: 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, increased by $14.9 million from December 31, 2025 to September 30, 2026. Throughout the first nine months of the year, the AFS portfolio increased by $65.4 million or 2.0%, primarily due to purchases exceeding maturities, calls and paydowns. The HTM portfolio decreased by $38.0 million or 3.4% due to maturities and calls of municipal securities. The weighted average yield of the portfolio increased 11 basis points from 3.28% at December 31, 2025 to 3.39% at September 30, 2026, primarily due to security purchases during the quarter at higher market rates.

Total gross unrealized securities losses increased $188.2 million, from $300.2 million as of December 31, 2025 to $488.4 million at September 30, 2026. The increase in unrealized losses from December 31, 2025 was due to an increase in market rates through the first nine months of 2026 causing market prices to decrease on the investment portfolio. Wesbanco believes that none of the unrealized losses on AFS debt securities at September 30, 2026 require an ACL. 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 AFS securities included in AOCI, net of tax, as of September 30, 2026, and December 31, 2025 were $241.6 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 AFS 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 HTM portfolio, which are not accounted for in other comprehensive income, were $169.9 million at September 30, 2026, compared to $96.2 million at December 31, 2025. With approximately 25% of the investment portfolio in the HTM 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 AFS 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 HTM debt portfolio are analyzed quarterly to determine if an ACL 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 ACL on the Consolidated Balance Sheet, which is deducted from the amortized cost basis of the HTM portfolio as a contra asset. The losses are recorded on the Consolidated Income Statement in the provision for credit losses. Accrued interest receivable on HTM securities, which was $7.7 million and $8.2 million as of September 30, 2026 and December 31, 2025, respectively, is excluded from the estimate of credit losses. HTM 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 HTM debt securities of $0.2 million as of September 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 HFS 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 38.

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 38: 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 $674.1 million, or 3.5%, from December 31, 2025, and have increased $968.5 million, or 5.1%, over the past twelve months, including increases of 13.7% in home equity lines of credit, 8.4% in CRE improved property, 10.7% in C&I, and 1.8% in residential real estate. These are partially offset by decreases of 28.9% in consumer loans and 10.4% 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 September 30, 2026, it represented approximately one-third of the $273.4 million consumer loan portfolio.

Total loan commitments of $7.3 billion, including loans approved but not closed, increased $1.0 billion or 16.3% from December 31, 2025. The average line utilization percentage for the commercial portfolio was 37.3% for the three months ended September 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 33% owner-occupied and 67% investor-owned.

Loans HFS at both September 30, 2026 and December 31, 2025 includes originated residential mortgages and residential construction loans that are committed to be sold into the secondary market. Loans HFS at September 30, 2026 also includes one commercial loan with an amortized cost of $19.2 million. Total loans HFS were $56.7 million at September 30, 2026, a decrease of $30.7 million from December 31, 2025.

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

Non-performing assets consist of non-accrual loans, OREO acquired through or in lieu of foreclosure, and repossessed automobiles acquired to satisfy defaulted consumer loans.

Table 39: Non-performing Assets

(unaudited, dollars in thousands)

Non-performing loans consist only of non-accrual loans. Non-performing portfolio loans increased $63.4 million or 69.2% from December 31, 2025, primarily due to three CRE loans and one HFS loan 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 40: Past Due and Accruing Loans Excluding Non-accruals

(unaudited, dollars in thousands)

52

Loans past due 30 days or more and accruing interest, excluding non-accruals, decreased $16.7 million, or 12.9%, and represented 0.56% 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 $14.1 million and represented 0.12% of total portfolio loans at September 30, 2026 as compared to 0.20% at December 31, 2025.

ALLOWANCE FOR CREDIT LOSSES - LOANS AND LOAN COMMITMENTS

As of September 30, 2026, the total ACL for loans and commitments was $223.8 million, of which $214.6 million related to loans and $9.2 million related to loan commitments. The ACL for loans was 1.08% of total portfolio loans as of September 30, 2026, compared to 1.14% as of December 31, 2025. The ACL for loans individually-evaluated increased $1.9 million from December 31, 2025 to September 30, 2026. On September 30, 2026, the population of individually-evaluated loans consisted of ten relationships, with a total outstanding loan balance of $75.1 million. The ACL for loans collectively-evaluated decreased from December 31, 2025 to September 30, 2026 by $6.1 million, primarily due to changes in macroeconomic conditions over the one‑year forecast period and improvements in qualitative factors. As of September 30, 2026, PCD loans from the PFC acquisition accounted for $5.8 million of the ACL for loans collectively-evaluated. The ACL for loan commitments was $9.2 million at September 30, 2026 as compared to $7.0 million at December 31, 2025, and is included in other liabilities on the Consolidated Balance Sheet.

The ACL 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 ACL in each segment of the portfolio. The ACL under the CECL methodology is calculated utilizing the PD and LGD approach, which is then discounted to net present value. PD is the probability the asset will default within a given time frame and LGD is the percentage of the asset not expected to be collected due to default. 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 September 30, 2026, the primary drivers of the allowance were loan growth, changes in macroeconomic conditions over the one year forecast period, 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 September 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 September 30, 2026 and subsequently increase to an average of 5.3% over the remainder of the one-year forecast period.

The following table summarizes the allocation of the ACL to each category of the loan portfolio.

Table 41: ACL - Loans and Loan Commitments

(unaudited, dollars in thousands)

Although the ACL is allocated as described in Table 41, 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 ACL applicable to the category. Management believes the ACL is appropriate to absorb expected losses at September 30, 2026.

DEPOSITS

Table 42: 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 $56.3 million during the first nine months of 2026. Savings deposits, money market deposits and demand deposits increased 3.3%, 1.4% and 1.3% respectively. Wesbanco also participates in the ICS® deposit program. ICS® reciprocal balances totaled $2.5 billion and $2.2 billion at September 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 September 30, 2026.

Certificates of deposit decreased 12.8% from December 31, 2025 to September 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 CDARS® program. CDARS® balances totaled $68.8 million in outstanding balances at September 30, 2026, none of which 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 $725.3 million at September 30, 2026 compared to $842.3 million at December 31, 2025. Certificates of deposit totaling approximately $2.4 billion at September 30, 2026 with a cost of 3.21% 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 43: Borrowed Funds

(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 $0.8 billion from December 31, 2025, to September 30, 2026, as $1.9 billion in new advances were partially offset by $1.1 billion in maturities. The average cost of new borrowings was approximately 4.03% while the cost of maturing borrowings was approximately 3.91% during the first nine months of 2026.

Other short-term borrowings, which may consist of federal funds purchased, repurchase agreements and overnight sweep checking accounts were $113.8 million at September 30, 2026, compared to $110.7 million at December 31, 2025. There were no outstanding federal funds purchased at either September 30, 2026, or December 31, 2025.

CAPITAL RESOURCES

Shareholders' equity increased $51.2 million or 1.3% from December 31, 2025, to $4.1 billion at September 30, 2026. The increase resulted from $270.8 million in net earnings for the nine months ended September 30, 2026, which was partially offset by the declaration of common and preferred shareholder dividends totaling $109.3 million and $12.7 million, respectively, and a $102.4 million other comprehensive loss for the nine months ended September 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 September 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 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 nine months of 2026 under the plans. As of September 30, 2026, the plans have 4,539,107 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 September 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 September 30, 2026, under FDIC regulations, Wesbanco could receive, without prior regulatory approval, a dividend of approximately $447.6 million from the Bank.

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

Table 44: Capital Ratios

(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 ALCO which includes senior management representatives and reports to the Board of Directors 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 69.2% at September 30, 2026 and deposit balances funded 75.9% of assets.

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

Table 45: Liquidity Sources

(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 September 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 $2.4 billion at September 30, 2026, with a weighted average cost of 3.21%, which includes jumbo regular certificates of deposit totaling $1.4 billion with a weighted-average cost of 3.35%, and jumbo CDARS® certificates of deposit of $64.7 million with a weighted-average cost of 3.53%. Wesbanco did not have any brokered one-way buys at September 30, 2026.

Uninsured deposits, as reported for regulatory purposes, totaled $7.2 billion at September 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 September 30, 2026, uninsured deposits were $4.9 billion, or 23% of total deposits. Wesbanco maintains a line of credit with the FHLB as an additional funding source. Available credit with the FHLB approximated $6.1 billion and $6.8 billion at September 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 September 30, 2026, the Bank had unpledged AFS securities with an estimated fair value of $918.1 million, or 27.8% of the total AFS portfolio. A portion of these securities could be sold for additional liquidity, or such securities could be pledged to secure additional FHLB borrowings. Approximately 61% of the 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 September 30, 2026, the Bank had unpledged HTM securities with an estimated fair value of $590.0 million. Approximately 99%, or $586.1 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 HTM portfolio. If tainting occurs, all remaining securities with the HTM designation would be required to be reclassified as AFS, and the HTM 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 September 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 September 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 AFS or certain types of loans.

Other short-term borrowings of $113.8 million at September 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 $195.0 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 September 30, 2026, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatory approval, dividends of approximately $447.6 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 $7.2 billion and $6.3 billion at September 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 Board of Directors 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 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 validated 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 46 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% 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 September 30, 2026 and December 31, 2025, assuming the above-noted interest rate changes, as compared to a base static balance sheet model.

Table 46: Net Interest Income Sensitivity

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Net interest income asset sensitivity remains comparable to year-end 2025 results. 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 low 50s in up rate shocks and mid-to-upper 40s in down rate 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 intended to approximate the fair market value of the bank's 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 September 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.

Table 47: Economic Value of Equity

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 GAAP for each of the periods presented. Therefore, no restatement of any prior period financial statements was required.

REMEDIATION PLAN— With the oversight of the Audit Committee of the Board of Directors, Wesbanco management continues to execute on the material weakness remediation plan as previously disclosed. To date, management has completed or is in the process of completing the following remediation steps:

• Wesbanco management completed a root cause analysis, in conjunction with a third-party advisor, of the material weakness and has developed related corrective actions to address the findings identified.
• Based on the assessment performed, management has implemented 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, 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 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 September 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.