WesBanco Annual Report 2022

← All annual reports

FY2022 Annual Report · WesBanco

Loading PDF…

WesBanco, Inc. 2022 Annual Report
Annual Report
WesBanco, Inc.

FINANCIAL HIGHLIGHTS
(in thousands, except shares and per share amounts)

December 31,

2022

2021

% Change

FOR THE YEAR
$
Earnings per common share—diluted
$
Earnings per common share—diluted, excluding certain items (1)(2)
$
Dividends declared per common share
$
Net income available to common shareholders
Net income available to common shareholders, excluding certain items (1)(2) $
Average common shares outstanding—diluted
Period end common shares outstanding
Period end preferred shares outstanding

3.02 $
3.04 $
1.37 $
181,988 $
183,349 $

3.53
3.62
1.32
232,135
237,441
60,215,374 65,669,970
59,198,963 62,307,245
150,000

150,000

AT YEAR END
Securities
Net portfolio loans
Total assets
Deposits
Total FHLB and other borrowings
Subordinated and junior subordinated debt
Shareholders’ equity

$ 3,789,055 $ 4,031,483
10,584,938
9,611,856
16,931,905 16,927,125
13,131,090 13,565,863
325,813
132,860
2,693,166

840,069
281,404
2,426,662

(14.4)
(16.0)
3.8
(21.6)
(22.8)
(8.3)
(5.0)
—

(6.0)
10.1
0.0
(3.2)
157.8
111.8
(9.9)

TRUST ASSETS AT MARKET VALUE (3)

$ 4,878,479 $ 5,644,975

(13.6)

KEY RATIOS
Return on average assets
Return on average assets, excluding certain items (1)(2)
Return on average tangible assets (1)
Return on average tangible assets, excluding certain items (1)(2)
Return on average equity
Return on average equity, excluding certain items (1)(2)
Return on average tangible equity (1)
Return on average tangible equity, excluding certain items (1)(2)
Return on average tangible common equity (1)
Return on average tangible common equity, excluding certain items (1)(2)
Average loans to average deposits
Allowance for credit losses to total loans
Allowance for credit losses to total non-performing loans
Non-performing assets to total assets
Net loan charge-offs to average loans
Dividend payout ratio
Dividend payout ratio, excluding certain items (1)(2)
Non-interest income as a percentage of total revenues
Efficiency ratio (1)(4)
Net interest margin (4)

CAPITAL RATIOS AT YEAR END
Shareholders’ equity to total assets
Tangible equity to tangible assets (1)
Tangible common equity to tangible assets (1)
Tier 1 leverage ratio
Tier 1 capital to risk-weighted assets
Total capital to risk-weighted assets
Common equity tier 1 capital ratio

PER COMMON SHARE
Closing common stock price
Book value at year end
Tangible book value at year-end (1)

1.08%
1.09
1.21
1.22
7.23
7.29
13.78
13.88
15.39
15.50
74.21
1.10
284.41
0.25
0.02
45.36
45.07
19.84
59.53
3.20

14.33%
8.19
7.28
9.90
12.33
15.11
11.20

1.37% (21.2)
(22.1)
1.40
(20.9)
1.53
(21.8)
1.56
(13.9)
8.40
(15.1)
8.59
(7.5)
14.89
(8.8)
15.22
(5.9)
16.35
(7.2)
16.71
78.11
(5.0)
(12.0)
1.25
(7.7)
308.00
8.7
0.23
—
0.02
21.3
37.39
23.6
36.46
(11.7)
22.48
2.3
58.22
2.9
3.11

15.91% (9.9)
(16.8)
(18.4)
(1.2)
(12.2)
(5.0)
(12.3)

9.84
8.92
10.02
14.05
15.91
12.77

36.98 $
38.55
19.43

34.99
40.91
22.61

5.7
(5.8)
(14.1)

(1) See non-GAAP financial measures for additional information relating to the calculation of this ratio.
(2) Certain items excluded from the calculation consist of after-tax restructuring and merger-related expenses.
(3) These assets are held by WesBanco in fiduciary or agency capacities for its customers and therefore are not included as

assets on WesBanco’s Consolidated Balance Sheets.

(4) Taxable-equivalent basis.

TO OUR SHAREHOLDERS:
WesBanco had another successful year during 2022 as we remained focused on ensuring a strong organization for our shareholders, and continued to
appropriately return capital to them through both long-term, sustainable earnings growth and effective capital management. Through successful operational
execution, we generated solid annual net income while remaining a well-capitalized financial institution with sound liquidity, balance sheet, and credit quality
metrics, built upon our well-defined strategies and core advantages, which will ensure success even in a challenging economic environment. Most importantly,
we reported solid loan growth without sacrificing our credit standards, exhibited discretionary cost control despite inflationary pressures, and continued to
receive numerous national accolades.

For the twelve months ended December 31, 2022, net income available to common shareholders was $182 million, or $3.02 per diluted share, as compared to
$232 million, or $3.53 per diluted share, for the prior year period, which included the benefit of a release of provision for credit losses of $52 million, net of tax,
or $0.79 per diluted share, as compared to a benefit of $0.02 per share during 2022. Further, when excluding after-tax restructuring and merger-related expenses,
net income for 2022 was $183 million, or $3.04 per diluted share.[1] On the same basis, the strength of our financial performance this past year is further
demonstrated by our return on average assets of 1.09% and return on average tangible common equity of 15.50%.[1]

Our key credit quality metrics continued to remain at low levels and comparable to peer banks with total assets between $10 and $25 billion, as we adhered to
our strong legacy of credit quality, risk management, and compliance – the foundation upon which our institution was built 153 years ago. While our capital
position continues to provide financial and operational flexibility, we also maintained consolidated and bank-level regulatory capital ratios well above the
applicable “well-capitalized” standards promulgated by bank regulators and the BASEL III capital standards. At December 31, 2022, our Tier I Leverage Capital
was 9.90%, Tier I Risk-Based Capital 12.33%, Total Risk-Based Capital 15.11%, and the Common Equity Tier 1 Capital Ratio (“CET 1”) 11.20%, while our
tangible common equity ratio was 7.28%.

We maintained our critical, long-term focus on enhancing shareholder value through earnings growth and effective capital management, which includes dividends, share
repurchases, and acquisitions. During 2022, we repurchased approximately 3.4 million shares of our outstanding common stock on the open market, representing
approximately 5.5% of total shares outstanding at December 31, 2021. Furthermore, reflecting our strong capital position and net income, we declared two one-cent
increases to our quarterly common stock cash dividend – on February 24 and November 16, 2022 – raising the dividend to $0.35 per common share. These increases
represented a 6.1% increase in the quarterly dividend compared to the fourth quarter of 2021, an annualized cash dividend of $1.40, and a cumulative increase of 150%
since 2010. WesBanco offers a current dividend yield of approximately 3.8% based upon the market price of WesBanco common stock on February 23, 2023.

On August 15, 2022, Jeffrey H. Jackson joined the company as Senior Executive Vice President
and Chief Operating Officer of WesBanco, Inc., as well as President and Chief Operating Officer
of WesBanco Bank, Inc. Mr. Jackson comes to WesBanco after a successful career at First Horizon
Bank. He most recently served as Executive Vice President and Chief Operating Officer of
Regional Banking based out of Memphis, TN, Regional President for Florida, and Market
President for Southeast Tennessee and Atlanta. Prior to his career in banking, he spent 15 years
with IBM in a variety of positions. We wish to welcome Mr. Jackson and extend our gratitude to
President and CEO Todd F. Clossin, for ten years of dedicated service to WesBanco. It is expected
that Mr. Jackson will succeed Mr. Clossin as President and CEO of WesBanco, Inc. upon
Mr. Clossin’s anticipated retirement, effective January 1, 2024.

Under Mr. Clossin’s leadership, WesBanco has evolved into an emerging regional financial
services institution that has nearly tripled in total assets, loans, and deposits through both organic
growth and five major acquisitions. In addition, he oversaw the expansion into six states from
three, implementation of a new core banking software system and top-tier digital services for our
customers, successful navigation of our company and communities through the COVID-19
pandemic, development of our Women’s Symposium and Diversity, Equity, and Inclusion
including loan production offices.
Symposium, and execution of our growth strategies,
Mr. Clossin’s tenure is highlighted by numerous national accolades recognizing WesBanco for financial performance, credit quality, employer of choice,
community involvement, and customer satisfaction. He was elected to the WesBanco Board of Directors during 2014 and will remain a member of WesBanco’s
board and Executive Committee upon his retirement.

Jeffrey H. Jackson
Senior Executive Vice President and Chief Operating Officer
of WesBanco, Inc.

Following are our accomplishments and milestones achieved during 2022 that resulted from our strong performance, operational strengths, and focus on our
communities, customers and employees. These accolades which recognize WesBanco’s commitment to sustainability and excellence, are also a testament to the
hard work and dedication of our employees.

•

For 153 years, we have maintained our strong community roots as a leader in and advocate for our communities and employees in order to help both
of them succeed. We have focused on strong governance principles and being a sound institution while developing our diverse workforce and
supporting our communities, as reflected in the issuance of our first sustainability report. Here are a few key facts that demonstrate our commitment:

O Seven consecutive “Outstanding” composite ratings from the Federal Deposit Insurance Corporation for Community Reinvestment Act

performance.

O Continued our strong support of our communities during 2022 through more than $416 million of community development loans, over
$1.2 million of community development philanthropic donations, and approximately 11,700 hours of community development service by our
employees.

O More than 1,700 jobs created by the New Markets Loan Program during the last five years.

O More than 70% of employees, including approximately 54% of bank officers, and more than 30% of key senior executive leadership positions

identify as female.

O 29% of our Board of Directors identify as diverse, either by gender or ethnicity, and approximately 10% of our workforce identify as ethnically

diverse.

O 50% of our workforce, including 75% of support areas, are in either a 100% remote or hybrid work schedule.

O More than 20% reduction in our financial center footprint, while continuing to effectively serve our customers and communities.

• We expanded our loan production office strategy into new, high-growth metro markets that are adjacent to our existing footprint. We opened offices
in Nashville, Indianapolis, and Cleveland, which complement our existing offices in Akron-Canton and Northern Virginia. These offices have been
well-received by their communities and quickly made positive contributions to our organic growth.

• WesBanco Bank continued to receive top rankings during 2022, which are a testament to our strong performance and foundation, as well as the

efforts of our employees every day to maintain our community banking roots and customer-focused philosophy.

O Bauer Financial, Inc., a financial analysis and reporting company, has again awarded WesBanco their highest rating as a “five-star” bank.

O WesBanco Bank was recognized with the America Saves Designation of Savings Excellence for the seventh consecutive year, one of only six
banks nationwide honored with this distinction. This award is in recognition of our extraordinary efforts during America Saves Week to
encourage customers to save money.

O Based on customer satisfaction and consumer feedback, WesBanco Bank was named by Forbes as the #1 bank in Ohio and the #2 bank in
Kentucky, including high scores for ‘trust’, ‘branch services’, ‘terms and conditions’, ‘customer service’, ‘digital services’, and ‘financial advice’.

O For the fourth year in a row, WesBanco Bank was named one of the World’s Best Banks by Forbes, which was also based on customer

satisfaction and consumer feedback, with high scores for ‘satisfaction’, ‘customer services’, ‘digital services’, and ‘financial advice’.

O WesBanco was the only midsize bank making the top ten for both financial performance and employer of choice.

▪ WesBanco Bank was named the #10 Best Bank in America by Forbes based on growth, credit quality, and profitability, the third year in a

row in the top twelve and the twelfth time overall since 2010.

▪ We were named to the Forbes list of America’s Best Mid-Size Employers, earning a spot within the top 10% of all companies recognized, as

well as securing the #2 spot out of the 30 companies in the Banking and Financial Services category.

O WesBanco was recognized by Newsweek as one of “America’s Most Trustworthy Companies” and was one of only 20 banks to earn this

nationwide honor, for the three touchpoints of trust – customer trust, investor trust, and employee trust.

We reported solid financial performance during 2022 as demonstrated by loan growth, net interest margin expansion, and discretionary cost control. Total assets
as of December 31, 2022 were $16.9 billion, highlighted by total portfolio loans of $10.7 billion, which increased 10.0% year-over-year, or 11.7% when
excluding Small Business Administration Payroll Protection Loans of $160 million in the prior year period. This broad-based loan growth reflected the
successful execution of our operational strategies and strength of our markets and lending teams. Further, robust deposit levels remained a key story as they
totaled $13.1 billion, as of December 31, 2022, with total demand deposits representing approximately 60% of the total. Reflecting the rising interest rate
environment, as well as solid loan growth, for the fourth quarter of 2022, we reported a net interest margin of 3.49%, up 52 basis points from the prior year
period, and an efficiency ratio of 56.91%, which improved as compared to the 61.99% in the prior year period.

A key investment in support of our evolution has been, and will continue to be, the investment in our employees, as they are critical to our long-term growth and
success. During the last two years, we focused on improving retention and boosting morale, as well as increasing the depth and strength of our teams across our
business lines and markets. We successfully executed upon these plans by hiring approximately 100 revenue-producers during the last two years, and, as
demonstrated by our 2022 results, have begun to see the growth and positive operating leverage from these investments. While we will remain diligent on
discretionary costs, we intend to continue to make the appropriate growth-oriented investments in support of long-term, sustainable revenue growth and
shareholder return.

During 2022, bank stocks, as measured by various indices, including the KBW Nasdaq Regional Bank Index, KBW Nasdaq Bank Index, and ABA Nasdaq Community
Bank Index, posted year-over-year declines ranging from negative 9% to negative 24%, as compared to the 19% decline in the S&P 500. In contrast, reflecting our core
strengths and organic growth, our stock price increased approximately 6% year-over-year, to end the year at $36.98. Furthermore, our total shareholder return has also
outperformed these bank indices on, at least, the three-, five-, and ten year bases.

Through the last few years, we have transformed our company into an evolving regional financial services institution with a community bank at its core. We
have done this through the successful expansion into higher growth markets spanning six states, with the majority of our company now located in these markets,
while adhering to our foundation of strong discretionary cost control, risk management, and credit standards. We will continue to enhance our evolution into a
solid and sound growth story supported by distinct growth strategies and unique competitive advantages, including our robust legacy deposit base and
century-old trust and wealth management business. We have the right markets, teams, leadership, and strategies to provide long-term success for our
shareholders, customers, and employees. We remain well-positioned for continued success and are excited about our future growth opportunities.

We would like to invite you to participate in our Annual Meeting of the Shareholders, which will be held virtually on Wednesday, April 19, 2023 at 12:00 noon.
Like many other companies, we intend to utilize a virtual format again this year in order to protect the health and well-being of our employees, shareholders, and
communities.

Christopher V. Criss
Chairman of the Board

WesBanco, Inc.
February 27, 2023

Todd F. Clossin
President and Chief Executive Officer

[1] WesBanco believes that these non-GAAP financial measures are useful to investors as they enhance investors’ understanding of the Company’s business and
performance. Please review the financial statements and non-GAAP financial measures included in this Annual Report and filed with the Securities and Exchange
Commission on Form 10-K for complete details of WesBanco’s financial performance during 2022.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

(Mark One)
(cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiff scal year ended December 31, 2022

(cid:4) TRARR NSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period frff om

Commission File Number 001-39442
WESBANCO, INC.

(Exact name of Registrant as specififf ed in its charter)

WEST VIRGINIA
(State or other jurisdiction of
incorporation or organization)

1 Bank Plaza, Wheeling, WV
(Address of principal executive offff iff ces)

55-0571723
(IRS Employer
Identififf cation No.)

26003
(Zip Code)

Registrant’s telephone number, including area code: 304-234-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock $2.0833 Par Value
Depositary Shares (each representing 1/40th interest in a
share of 6.75% Fixed-Rate Reset Non-Cumulative
Perpetual Prefeff rred Stock, Series A)

Trading Symbol

WSBC
WSBCP

Name of each Exchange on which registered
Nasdaq Global Select Market
Nasdaq Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defiff ned in RulRR e 405 of the Securities Act. Yes (cid:5) No (cid:4)

Indicate by check mark if the registrant is not required to fiff le reports pursuant to Section 13 or 15 (d) of the Act. Yes (cid:4) No (cid:5)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has fiff led all reports required to be fiff led by Section 13 or 15 (d) of the Securities Exchange Act of 1934 dud ring the
the past 90

such shorter period that the registrant was required to fiff le such reports), and (2) has been subject to such fiff ling requirements forff

preceding 12 months (or forff
days. Yes (cid:5) No (cid:4)

Indicate by check mark whether the registrant has submitted electronically everyrr

S-T (section 232.405 of this chapta er) during the preceding 12 months (or forff

Interactive Data File required to be submitted pursuant to RulRR e 405 of Regulation
such shorter period that the registrant was required to submit such fiff les). Yes (cid:5) No (cid:4)

Indicate by check mark whether the registrant is a large accelerated fiff ler, an accelerated fiff ler, a non-accelerated fiff ler or a smaller reporting company. See defiff nitions

of “large accelerated fiff ler,” “accelerated fiff ler,” “smaller reporting company,” and “emerging growth company” in RulRR e 12b-2 of the Exchange Act:

Large accelerated fiff ler
Non-accelerated fiff ler

(cid:5)
(cid:4)

Accelerated fiff ler
Smaller reporting company
Emerging growth company

(cid:4)
(cid:4)
(cid:4)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forff

complying with any new or revised

fiff nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4)

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
(cid:5)

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the fiff nancial statements of thet

registrant included in the fiff ling reflff ect

the correction of an error to previously issued fiff nancial statements. (cid:4)

Indicate by check mark whether any of those error corrections are restatements that required a recoveryrr analysis of incentive-based compensation received by any

of the registrant’s executive o(cid:6)cers during the relevant recoveryrr period pursuant to §240.10D-1(b). (cid:4)

Indicate by check mark whether the registrant is a shell company (as defiff ned in RulRR e 12b-2 of the Act.) Yes (cid:4) No (cid:5)

The aggregate market value of the registrant’s outstanding voting and non-voting common stock held by non-affff iff liates on June 30, 2022, determined using a per

share closing price on that date of $31.71, was $1,793,493,083.

As of Februarr

ryrr 15, 2023, there were 59,202,654 shares of Wesbanco, Inc. common stock $2.0833 par value per share, outstanding.

Certain specififf cally designated portions of Wesbanco, Inc.’s defiff nitive proxy statement which will be fiff led by April 30, 2023 forff

its Annual Meeting of Shareholders

(the “Proxy Statement”) to be held in 2023 are incorpor

ated by refeff rence into Part III of this Form 10-K.

DOCUMENTS INCORPORARR TED BY REFERENCE

WESBANCO, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

ITEM

Part I

Part II

Business

Risk Factors

Unresolved Staffff Comments

Properties

Legal Proceedings

Mine Safeff ty Disclosures

Page No.

3-13

14-24

Market forff

the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

26-27

ITEM #

Reserved

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures about

Market Risk

Financial Statements and Supplementaryr Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Inforff mation

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Part III

Directors, Executive Offff iff cers and Corpor

ate Governance

Executive Compensation

Security Ownership of Certain Benefiff cial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

Exhibits and Financial Statement Schedules

Form 10-K Summaryr

Signatut res

Part IV

28-65

66-67

68-132

133

134

135

140

ITEM 1. BUSINESS

GENERARR L

PART I

Wesbanco, Inc. (“Wesbanco” or the “Company”), a bank holding company incorpor

ated in 1968 and headquartered in Wheeling, West
Virginia, offff eff rs a fulff
t services, brokerage
services, mortgage banking and insurance. Wesbanco offff eff rs these services through two reportabla e segments, community banking and trurr st and
investment services. For additional inforff mation regarding Wesbanco’s business segments, please refeff r to Note 23, “Business Segments” in the
Consolidated Financial Statements.

l range of fiff nancial services including retail banking, corpor

ate banking, personal and corpor

ate trusrr

As of December 31, 2022, Wesbanco operated one commercial bank: Wesbanco Bank, Inc. (“Wesbanco Bank” or the “Bank”). The Bank
has 194 branches and 188 ATM machines located in West Virginia, Ohio, western Pennsylvania, Kentuct ky, southern Indiana and Maryr land.
Total assets of Wesbanco as of December 31, 2022 appr
t and investment servrr ices and
and annuities. The market value of assets under management of the trurr st and
various alternative investment products including mutuat
investment services segment is appr
oximately $4.9 billion as of December 31, 2022. These assets are held by Wesbanco Bank in fiff duciaryr or
agency capaa

oximated $16.9 billion. Wesbanco Bank also offff eff rs trusrr
l funds

its customers and thereforff e are not included as assets on Wesbanco’s Consolidated Balance Sheets.

cities forff

Wesbanco also offff eff rs additional services through its non-banking subsidiaries:

Wesbanco Insurance Services, Inc. (“Wesbanco Insurance”), a wholly-owned subsidiaryr of Wesbanco Bank, is a multi-line insurance
personal and commercial clients.

agency specializing in property, casualty, lifeff and title insurance, with benefiff t plan sales and administration forff

Wesbanco Securities, Inc. (“Wesbanco Securities”) is a fulff

l service broker-dealer, which also offff eff rs discount brokerage services.

Wesbanco Asset Management, Inc., a wholly-owned subsidiaryr of Wesbanco Bank, holds certain investment securities and loans in a

Delaware-based subsidiary.rr

Wesbanco Properties, Inc. holds certain commercial real estate properties. The commercial property is leased to Wesbanco Bank and to

certain non-related third parties.

Kentuct kiana Real Estate Holdings, LLC, and Southern Indiana Real Estate Holdings, LLC, are Indiana and Kentuct ky-based limited liabia lity
t,
ations that hold certain real estate properties in those markets. In addition, FAH, LLC, WSB Realty, LLC and Flagship Acquiqq sitions Trusrr
ations, hold certain real

rr
corpor
which were acquired in the Old Line Bancshares, Inc. ("OLBK") acquisition and are Marylr and limited liabia lity corpor
estate properties located in the Marylr and area. Each of these entities is a wholly owned subsidiaryrr of Wesbanco Bank.

CBIN Insurance Inc. is a capta ive insurance company, which issues policies to Wesbanco’s banking subsidiaries forff

certain risks that are
not covered by the Company’s commercial insurances policies purchased frff om third-party carriers. It is in the process of winding upu its business
activities and is expected to be dissolved over the next 12 to 18 months.

Wesbanco has eleven capia tal trusrr
t Prefeff rred Securities”) and lending the proceeds to Wesbanco. For more inforff mation regarding Wesbanco’s issuance of Trusrr

(“Trusrr
Securities, please refeff r to Note 10, “Subordinated Debt and Junior Subordinated Debt” in the Consolidated Financial Statements.

ts, which are all wholly-owned trusrr

t subsidiaries forff med forff

e of issuing trusrr

the purpos

t prefeff rred securities
t Prefeff rred

AMSCO, Inc. (“AMSCO”) is a wholly-owned subsidiaryrr of Wesbanco Bank, which forff merly engaged in the management of certain real
tion of 1-4 faff mily residential units. It is in the process of winding up its business activities and will be dissolved.

estate development and construcrr

Wesbanco Bank’s Investment Department also serves as investment adviser to a faff mily of mutuat

, namely the “WesMark Funds.”
faff mily is comprised of the WesMark Large Company Fund, the WesMark Balanced Fund, the WesMark Small Company Fund, the

The fund
ff
WesMark Government Bond Fund, the WesMark West Virginia Municipal Bond Fund, and the WesMark Tactical Opportuni

ty Fund.

l funds

As of December 31, 2022, none of Wesbanco’s subsidiaries were engaged in any operations in forff eign countries, and only one had any
certain domestic customers and

transactions with customers in forff eign countries. The Bank also provides letters of credit internationally forff
provides international wire services through a third-party correspondent bank.

WEBSITE ACCESS TO WESBANCO’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

All of Wesbanco’s electronic fiff lings forff

2022 fiff led with the Securities and Exchange Commission (the “SEC”), including this Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports fiff led or furff nished

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are made availabla e at no cost on Wesbanco’s website,
www.wesbanco.com, through the “Investors” link as soon as reasonabla y practicabla e aftff er Wesbanco fiff les such material with, or fuff rnishes it to,
the SEC. Wesbanco’s SEC fiff lings are also availabla e through the SEC’s website at www.sec.gov. Wesbanco routinely posts important infoff rmation
on the Company's website in the "Investors" section. Wesbanco may also use its website as a means of disclosing material, non-pubu lic infoff rmation
complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of the
and forff
lowing Wesbanco's press releases. SEC fiff lings, public confeff rence calls, presentations and webcasts. The inforff mation
website in addition to folff
contained on, or that may be accessed through, Wesbanco's website is not incorprr orated by refeff rence into, and is not a part of,ff this Annual Report
on Form 10-K.

Upon written request of any shareholder of record on December 31, 2022, Wesbanco will provide, without charge, a printed copy of this
2022 Annual Report on Form 10-K, including fiff nancial statements and schedules, as required to be fiff led with the SEC. To obtain a copy of this
report, contact: John Iannone, Wesbanco, Inc., 1 Bank Plaza, Wheeling, West Virginia 26003 (304) 905-7021.

HUMAN CAPITAL RESOURCES

At December 31, 2022, we employed 2,426 fulff

l-time employees
was appr
oximately 10 years while the average tenure of our executive offff iff cers was over 16 years. None of our employees are represented by
a
collective bargaining agreements. We believe our relations with our employees are veryr good. The safeff ty and care of our employees and their
faff milies as well as their communities is paramount forff

l-time equivalent employees. At that date, the average tenure of all of our fulff

us.

Of our total employees, 9.6% or 232 were minorities with 82, or 35.3% of those offff iff cers. Of our 1,117 total offff iff cers, 598 or 53.6% were

women. Our turt nover rate forff

2022 was 18.98%. Our turt nover rate forff

offff iff cers was just 9.13% forff

2022.

Our corpor

ate culturt e has been establa ished by senior management and overseen by our board of directors. Built upon our ‘Better Banking
Pledge’ and our ‘Service & Support Pledge’, our culturt e, which is both customer and employee-centric, is focff used on growing long-term
relationships by pledging to serve all personal and business customer needs effff iff ciently and effff eff ctively while treating our employees with dignity
and respect. In 2022, Wesbanco completed its fiff rst annual employee engagement survey with preliminaryr positive results.

Wesbanco has been a leader in its communities forff

equality. We are a group of diverse backgrounds and ethnicities, and share the same values of dignity and respect forff

over 150 years, and we want to continue to take a leadership role by noting our stance
our co-workers,
forff
customers, and feff llow community members. We have been abla e to enhance our diversififf cation through the retention of many of the employees
we have acquired through our acquisition strategy who bring a strong skill set and a diverse background. Wesbanco ensures diversity in our
workforff ce representation by reflff ecting the makeup of the community it serves.

Wesbanco believes in open, honest discussion. In addition to our Women’s Symposium, which has been held forff

over 4 years, we have
how we conduct business. These inclusive programs focff us
ties, sharing experiences, networking with management, and partnering with mentors. The goal is to ignite
our employees to fiff nd both personal and profeff ssional success. Both initiatives include board, management and staffff

as an added resource and a positive catalyst forff

added a Diversity and Inclusion Forumrr
on faff cilitating educational opportuni
and support a passion forff
participants.

In addition, we have engaged in leadership training forff

specififf c Talent Development Program to identify,ff
promote and build development plans among multiple levels of management. These effff orff
have resulted in Wesbanco being designated as one of the best workplaces in several markets, including Columbus and Western Pennsylvania.

senior and middle management supervisors. We annually assess talent through a
ts

Our hope is that this not only helps us evolve and grow as a company but that it also spreads to all of our other community effff off rts. In faff ct,
dud ring the past year alone, Wesbanco has made over $1.2 million of philanthropic donations in supu port of our communities across our foff otpt rint.
Further, our employees are equally generous, providing technical assistance services and fiff nancial education to non-profiff t organizations and area
schools that resulted in nearly 11,700 volunteer hours in 2022.

COMPETITION

Competition in the forff m of price and service frff om other banks, including local, regional and national banks and fiff nancial companies such
as savings and loan companies, internet banks, payday lenders, money services businesses, credit unions, fiff nance companies, brokerage fiff rms
and other non-banking companies providing various regulated and non-regulated fiff nancial services and products, is intense in most of the markets
served by Wesbanco and its subu sidiaries. Wesbanco’s trurr st and investment services segment receives competition frff om commercial banks, trurr st
fiff rms, law fiff rms, brokerage fiff rms, and other fiff nancial services companies. As a result
companies, mutuat
of consolidation within the fiff nancial services industry,rr mergers between, and the expansion of,ff fiff nancial institutt
ions both within and outside of
Wesbanco’s maja or markets have provided signififf cant competitive pressure in those markets. Many of Wesbanco’s competitors have greater
resources and, as such, may have higher lending limits and may offff eff r other producdd ts and services that are not provided by Wesbanco. Wesbanco
generally competes on the basis of superior customer service and responsiveness to customer needs, availabla e loan and deposit produd cts, rates of
interest charged on loans, rates of interest paid forff
t, brokerage and insuranaa ce services. As a result
of Wesbanco’s expansion into certain larger metropolitan markets, it has faff ced entrenched larger bank competitors with an already existing

deposits, and the availabia lity and pricing of trusrr

companies, investment advisoryr

l fundff

customer base that may faff r exceed Wesbanco’s initial entryrr position into those markets. As a result, Wesbanco may be forff ced to compete more
aggressively foff r loans, deposits, trurr st and insurance produdd cts to grow its market share, potentially redudd cing its current and fuff tut re profiff t potential
frff om such markets.

SUPERVR ISION AND REGULATION

As a bank holding company and a fiff nancial holding company under feff deral law, Wesbanco is subject to supervision and examination by
the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended
(the “BHCA”), and is required to fiff le with the Federal Reserve Board reports and other inforff mation regarding its business operations and the
business operations of its subsidiaries. Since Wesbanco is both a bank holding company and a fiff nancial holding company, Wesbanco can offff eff r
customers virtut ally any type of service that is fiff nancial in natut re or incidental thereto, including banking and activities closely related to banking,
securities underwriting, insurance (both underwriting and agency) and merchant banking. Wesbanco is now subject to additional supu ervision
frff om the Federal Reserve Board and its primaryr banking regulators due to its exceeding the $10 billion asset threshold and seeks to ensure that
icabla e laws, such as the Bank Secrecy Act, anti-money laundering
suffff iff cient resources are allocated to safeff ty and soundness compliance with appl
regulations, and the Community Reinvestment Act (“CRAR ”), among others, and risk management and internal audit, among other func
tions, so
that the enhanced requirements of the Federal Reserve Board and its primaryrr banking regulators are met.

ation (the “FDIC”), the West Virginia Division of Financial Institutt

As indicated above
, Wesbanco presently operates one bank subsidiary,r Wesbanco Bank, which is a West Virginia-chartered banking
ation which is not a member bank of the Federal Reserve System. It is subject to examination and supervision by the Federal Deposit
corpor
rr
ions (“WVDIF”), and the Consumer Financial Protection
Insurance Corpor
Bureau (“CFPB”) because its assets exceed $10 billion. The deposits of Wesbanco Bank are insured by the Deposit Insurance Fund of the FDIC.
Wesbanco’s non-bank subsidiaries are subject to examination and supervision by the Federal Reserve Board and specififf cally, the Federal Reserve
Bank of Cleveland, Ohio (“Federal Reserve”) and examination by other feff deral and state agencies, including, in the case of certain securities
ion Regulatoryrr Authority, Inc. (“FINRAR ”), the Municipal Securities RulRR emaking Board
activities, regulation by the SEC, the Financial Institutt
ation (“SIPC”). Wesbanco Bank maintains one designated fiff nancial subsidiary,r Wesbanco
and the Securities Investors Protection Corpor
Insurance, which, as indicated above
, is a multi-line insurance agency specializing in property, casualty, lifeff and title insurance, with benefiff t plan
sales and administration forff
personal and commercial clients. As a result of exceeding the $10 billion asset threshold, Wesbanco Bank is now
subject to enhanced prude

ntial supervision frff om both the FDIC and WVDIF as part of their large bank supervision program.

Wesbanco is also under the jurisdiction of the SEC and certain state securities commissions foff r matters relating to the offff eff ring and sale of
its securities. Wesbanco is subject to the disclosure and regulatoryr
requirements of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as administered by the SEC. Wesbanco is listed on the Nasdaq Global Select Market (the “Nasdaq”) under
the trading symbol “WSBC” and is subject to the rulrr es of the Nasdaq forff

listed companies.

Under the Riegle-Neal Interstate Banking and Branching Effff iff ciency Act of 1994, as amended (the “Riegle-Neal Act”), a bank holding
company may acquire banks in states other than its home state, subject to certain limitations. The Riegle-Neal Act also authorizes banks to merge
across state lines, thereby creating interstate banking. Under the Dodd-Frank Wall Street Reforff m and Consumer Protection Act (the “Dodd-Frank
Act”), banks are also permitted to establa ish de novo branches across state lines to the same extent that a state-chartered bank in each host state
would be permitted to open branches.

Under the BHCA, prior Federal Reserve Board appr

oval is required forff Wesbanco to acquire more than 5% of the voting stock of any bank.
In determining whether to appr
effff eff ct of the
acquisition on competition, the public benefiff ts expected to be received frff om the acquisition, the projected capia tal ratios and levels on a post-
acquisition basis, and the acquiring institutt
ion’s record of addressing the credit needs of the communities it serves, including the needs of low-
and moderate-income neighborhoods, consistent with safeff and sound operation of the bank under the CRARR .

ove a proposed bank acquisition, feff deral banking regulators will consider, among other faff ctors, thet

HOLDING COMPANY REGULATIONS

As indicated in “Item 1. Business-General”, Wesbanco has one state-chartered bank subsidiary,r Wesbanco Bank, as well as four

non-bank
subsidiaries (excluding capia tal trusrr
ts). The subsidiaryr bank is subject to affff iff liate transaction restrictions under feff deral law, which limit “covered
transactions” by the subsidiaryrr bank with the parent and any non-bank subsidiaries of the parent, which are refeff rred to in the aggregate in this
as “affff iff liates” of the subsidiaryr bank. “Covered transactions” include loans or extensions of credit to an affff iff liate (including repurchase
paragrapha
agreements), purchases of or investments in securities issued by an affff iff liate, purchases of assets frff om an affff iff liate, the acceptance of securities
issued by an affff iff liate as collateral forff
a loan or extension of credit, the issuance of a guarantee, acceptance or letter of credit on behalf of an
affff iff liate, certain transactions that involve borrowing or lending securities, and certain derivative transactions with an affff iff liate. Such covered
transactions between the subu sidiaryr bank and any single affff iff liate are limited in amount to 10% of the subu sidiaryr bank’s capa ital and surprr lus, and,
with respect to covered transactions with all affff iff liates in the aggregate, are limited in amount to 20% of the subsidiaryrr bank’s capia tal and surplrr us.
Furthermore, such loans or extensions of credit, guarantees, acceptances and letters of credit, and any credit exposure resulting frff om securities
borrowing or lending transactions or derivatives transactions, are required to be secured by collateral at all times in amounts specififf ed by law. In
addition, all covered transactions must be conducted on terms and conditions that are consistent with safeff and sound banking practices.

The Dodd-Frank Act requires a bank holding company to act as a source of fiff nancial strength to its subsidiaryr bank. Under this source of
ions into a troubled subsu idiaryr bank,
faff ilure to commit resources to such a subsidiaryrr

strength requirement, the Federal Reserve Board may require a bank holding company to make capia tal infusff
and may charge the bank holding company with engaging in unsafeff and unsound practices forff
bank. A capia tal infusff

ion conceivabla y could be required at a time when Wesbanco may not have the resources to provide it.

PAYMENT OF DIVIDENDS

Dividends frff om the subsidiaryrr bank are a signififf cant source of funds

forff

ended December 31, 2022, Wesbanco declared cash dividends to its prefeff rred and common shareholders of appr
$81.3 million, respectively.

payment of dividends to Wesbanco’s shareholders. For the year
oximately $10.1 million and
a

As of December 31, 2022, Wesbanco Bank was “well capia talized” under the defiff nition in Section 324.403 of the FDIC Regulations.
Thereforff e, as long as the Bank remains “well capia talized” or even becomes “adequately capia talized,” there would be no basis under Section
324.403 to limit the aba ility of the Bank to pay dividends because it had not become undercapa italized, signififf cantly undercapa italized or critically
undercapia talized. Effff eff ctive Januaryrr 1, 2016, Wesbanco Bank and Wesbanco became subject to “capia tal conservation buffff eff r” rulrr es, phased in
the regulatoryr minimums
year period which ended in 2019, which requires Wesbanco and Wesbanco Bank to have capia tal levels above
over a four
to pay dividends (discussed below in connection with the Basel III initiative under “Item 1. Business—Capia tal Requirements”).

All fiff nancial institutt

ions are subject to the prompt corrective action provisions set forff

th in Section 38 of the Federal Deposit Insurance Act
(the “FDI Act”) and the provisions set foff rth in Section 308.201 of the FDIC Regulations. Immediately upon a state non-member bank receiving
notice, or being deemed to have notice, that the bank is undercapia talized, signififf cantly undercapia talized, or critically undercapia talized, as defiff ned
in Section 324.403 of the FDIC Regulations, the bank is precluded frff om being abla e to pay dividends to its shareholders based upon the
requirements in Section 38(d) of the FDI Act, 12 U.S.C. § 1831o(d).

In addition, with respect to possible dividends by the Bank, under Section 31A-4-25 of the West Virginia Code, the prior appr

oval of the
ions would be required if the total of all dividends declared by the Bank in any calendar year
West Virginia Commissioner of Financial Institutt
that year combined with its retained net profiff ts of the preceding two years. Further, Section
would exceed the total of the Bank’s net profiff ts forff
31A-4-25 limits the abia lity of a West Virginia banking institutt
of the banking institut tion equals the
common stock of the banking institut tion and if certain specififf ed amounts of recent profiff ts of the banking institut tion have not been carried to the
surplrr us fund.

ion to pay dividends until the surplrr us fund

If,ff in the opinion of the appl

icabla e regulatoryrr authority, a bank under its jurisdiction is engaged in or is about

to engage in an unsafeff or
unsound practice which, depending on the fiff nancial condition of the bank, could include the payment of dividends, such authoritytt may require,
aftff er notice and hearing, that such bank cease and desist frff om such practice. The Federal Reserve Board has issued policy statements, which
icabla e
provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Under appl
oval is required if the total of all dividends declared by a bank in any calendar year exceeds the availabla e retained
law, bank regulatoryrr agency appr
earnings or exceeds the aggregate of the bank’s net profiff ts (as defiff ned by regulatoryr agencies) forff
that year and its retained net profiff ts foff r the
preceding two years. As of December 31, 2022, under West Virginia and FDIC regulations, Wesbanco could receive, without prior regulatoryrr
appr
th in Note
a
21, “Regulatoryrr Matters,” in the Consolidated Financial Statements.

oval, a dividend of up to $116.8 million frff om Wesbanco Bank. Additional inforff mation regarding dividend restrictions is set forff

On Februarr

ryr 24, 2009, the Federal Reserve Division of Banking Supervision and Regulation issued Supervisoryrr Letter SR 09-4, “Applying
Supervisoryrr Guidance and Regulations on the Payment of Dividends, Stock Redemptions, and Stock Repurchases at Bank Holding Companies,”
providing direction to bank holding companies on the payment of dividends, capia tal repurchases and capia tal redemptions. Although the letter
a bank holding company to review various faff ctors
largely reiterates longstanding Federal Reserve supervisoryrr policies, it emphasizes the need forff
when considering the declaration of a dividend or taking action that would reduce regulatoryrr
capia tal provided by outstanding fiff nancial
instrumrr
ents. These faff ctors include the potential need to increase loan loss reserves, write down assets and reflff ect declines in asset values in equity.
In addition, the bank holding company should consider its past and anticipated fuff tut re earnings, the dividend payout ratio in relation to earnings,
and adequacy of regulatoryr capia tal beforff e any action is taken. The consideration of capia tal adequacy should include a review of all known faff ctors
tions in
that may affff eff ct capia tal in the futff urt e. On July 24, 2020, Attachment C was added to SR 09-4 to provide greater clarity regarding the situat
which holding companies may expect an expedited consultation under the process described in SR 09-4. Generally, a holding company
considering paying a dividend in excess of earnings forff
ff
ly fund
dividends, (2) is not considering stock repurchases or redemptions in the current quarter, (3) does not have any concentrations in commercial real
estate lending that exceed supervisoryr

thresholds, and (4) is in good supervisoryrr condition, to receive this expedited consultation.

the period (1) must have net income availabla e over the past year suffff iff cient to fulff

In certain circumstances, defiff ned by regulation relating to levels of earnings and capia tal, advance notififf cation to, and in some circumstances,

a
appr

oval by the regulator could be required to declare a dividend or repurchase or redeem capia tal instrumrr

ents.

FDIC INSURARR NCE

FDIC insurance premiums are assessed by the FDIC using a risk-based appr

ions into categories based on
capia tal and risk profiff les. Beginning in 2019, Wesbanco Bank is considered to be a large bank forff
es of the premium calculation because
its total assets exceed $10 billion, and it is thereforff e subject to more continuous oversight by the FDIC. Large banks are subjb ect to a more

oach that places insured institutt

the purpos

complex insurance premium calculation with additional loan-related and other risk faff ctors involved which leads to an overall higher rate as
compared to that of smaller banks. In 2022, Wesbanco Bank paid deposit insurance premiums of $7.2 million, compared to $4.5 million and
$6.7 million in 2021 and 2020, respectively. The increase in 2022's premiums was due to higher quarterly assessment rates due to current
which was received in the second quarter of 2021 resulting frff om prior
fiff nancial ratios. In addition, the prior year included a $1.0 million refund,
period call report adjustments. The FDIC adopted a fiff nal rulrr e in October 2022, appl
ions, to increase initial
base deposit insurance assessment rate schedules uniforff mly by 2 basis points, beginning in the fiff rst quarterly assessment period of 2023. The
increase in assessment rate schedules is intended to increase the likelihood that the reserve ratio of the Deposit Insurance Fund reaches the
statut toryrr minimum of 1.35% by the statut toryr deadline of September 30, 2028.

icabla e to all insured depositoryr

institutt

CAPITAL REQUIREMENTS

The Federal Reserve Board had historically issued risk-based capia tal ratio and leverage ratio guidelines forff

bank holding companies. The
risk-based capia tal ratio guidelines estaba lish a systematic analytical frff amework that makes regulatoryrr capia tal requirements more sensitive to
diffff eff rences in risk profiff les among banking organizations, takes offff -ff balance sheet exposures into explicit account in assessing capia tal adequacy,
and minimizes disincentives to holding liquid, low-risk assets. Under the guidelines and related policies, bank holding companies must maintain
capa ital suffff iff cient to meet both a risk-based asset ratio test and a leverage ratio test on a consolidated basis. The risk-based ratio is determined by
allocating assets and specififf ed offff -ff balance sheet commitments into several weighted categories, with higher weightings being assigned to
categories perceived as representing greater risk. A bank holding company’s capia tal is then divided by total risk-weighted assets to yield the risk-
based ratio. The leverage ratio is determined by relating core capa ital to total assets adjd usted as specififf ed in the guidelines. The Bank is subu jb ect to
substantially similar capia tal requirements.

y. In December 2010, the Basel Committee issued a strengthened set of international capia tal and liquidity standards forff

The feff deral regulatoryr authorities’ risk-based capia tal guidelines are currently based upon agreements reached by the Basel Committee on
Banking Supervision (the “Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors and regulators frff om
s supervisors in determining the supervisoryr
the maja or industrialized countries that develops broad policy guidelines forff
policies they appl
banks
and bank holding companies, known as “Basel III.” In July 2013, the U.S. feff deral banking agencies issued a joint fiff nal rulrr e that implements the
Basel III capia tal standards and establa ishes the minimum capia tal levels required under the Dodd-Frank Act. The rulrr e was effff eff ctive Januaryrr 1,
2015, subject to a transition period providing forff
l implementation on Januaryrr 1, 2019. The Economic Growth, Regulatoryrr Relief,ff and
Consumer Protection Act (the "EGRRCPA"), enacted into law in May 2018, exempts banks with total consolidated assets of less than $10 billion
that exceed the community bank leverage ratio frff om the capia tal requirements under Basel III. Wesbanco Bank’s assets are in excess of $10 billion,
however, so the exemption is not appl

use by each country’r

icabla e.

fulff

Generally, under the appl

icabla e guidelines, a fiff nancial institutt

ion’s capia tal is divided into common equity Tier 1 (“CET1”), total Tier 1 and
Tier 2. CET1 includes common shares and retained earnings less goodwill, intangible assets subject to limitation and certain defeff rred tax assets
subject to limitation. In addition, under the fiff nal capia tal rulrr e, an institutt
ion may make a one-time, permanent election to continue to exclude
ion does not make this election, unrealized gains and losses will be included
accumulated other comprehensive income frff om capia tal. If an institutt
in the calculation of its CET1. Total Tier 1 is comprised of CET1 and certain restricted capia tal instrumrr
ents, including qualifyff ing cumulative
t prefeff rred securities, in their Tier 1 capia tal, up to a limit of 25% of Tier 1 capiaa tal. (See below within
perperr
this section forff more inforff mation regarding the capia tal treatment of trusrr

l prefeff rred stock and qualifyiff ng trusrr

t prefeff rred securities.)

tuat

Tier 2, or supplementaryrr capia tal, includes, among other things, portions of trusrr

l prefeff rred
stock not otherwise counted in Tier 1 capa ital, as well as perprr etut al prefeff rred stock, intermediate-term prefeff rred stock, hybrid capa ital instrurr ments,
perperr
the allowance
forff

l debt, mandatoryr convertible debt securities, term subordinated debt, unrealized holding gains on equity securities, anda

loan and lease losses, all subject to certain limitations. “Total capia tal” is the sum of Tier 1 and Tier 2 capia tal.

t prefeff rred securities and cumulative perperr

tuat

The Federal Reserve Board has establa ished the folff

lowing minimum capia tal levels banks and bank holding companies are required to
maintain as a percentage of risk-weighted assets (including various offff -ff balance sheet items): (i) CET1 of at least 4.5%, (ii) Tier 1 capia tal ratio of
at least 6%, (iii) total capia tal ratio (Tier 1 and Tier 2 capia tal) of at least 8%; and (iv) a non-risk-based leverage ratio (Tier 1 capia tal to average
consolidated assets) of 4%. The risk-based capia tal standards are designed to make regulatoryr capia tal requirements more sensitive to diffff eff rences
in credit and market risk profiff les among banks and fiff nancial holding companies, to account forff
offff -ff balance sheet exposure, and to minimize
holding liquid assets. Balance sheet and offff -ff balance sheet exposures are assigned to one of several risk-weights primarily based
disincentives forff
on relative credit risk. The capia tal amounts and classififf cations are also subject to qualitative judgements by the regulators about
components,
risk-weightings, and other faff ctors. Additionally, with the fiff nal capia tal rulrr e fulff
ly implemented as of Januaryrr 1, 2019, an institut tion is required to
maintain a 2.5% common equity Tier 1 capia tal conservation buffff eff r over the minimum risk-based capia tal requirements to avoid restrtt ictions on the
abia lity to pay dividends, discretionaryr bonuses to executive offff iff cers, and engage in share repurchases.

Failure to meet appl

ion to a variety of enforff cement remedies availaba le to the
feff deral regulatoryr authorities, including limitations on the aba ility to pay dividends, the issuance by the regulatoryr authority of a capa ital directive

icabla e capia tal guidelines could subject a fiff nancial institutt

to increase capia tal, and the termination of deposit insurance by the FDIC, as well as to the measures described below under “Prompt Corrective
Action” as appl

icabla e to undercapia talized institutt

ions.

As of December 31, 2022, Wesbanco’s CET1, Tier 1 and total capia tal to risk-adjusted assets ratios were 11.20%, 12.33% and 15.11%,
respectively. Wesbanco made a timely permanent election to exclude accumulated other comprehensive income frff om regulatoryrr capia tal. As of
December 31, 2022, Wesbanco Bank’s CET1, Tier 1 and total capia tal to risk-adjusted assets ratios were 12.22%, 12.22% and 12.81%,
respectively, all in excess of the minimum requirements. Neither Wesbanco nor the Bank had been advised by the appr
opriate feff deral banking
regulator of any specififf c leverage ratio appl
icabla e to it. As of December 31, 2022, Wesbanco’s leverage ratio was 9.90% and the Bank’s leverage
ratio was 9.80%.

As of December 31, 2022, Wesbanco had $133.5 million in junior subordinated debt on its Consolidated Balance Sheets. For regulatoryr
t Prefeff rred Securities totaling $130.0 million underlying such junior subordinated debt were included in Tier 2 capia tal as of
es, Trusrr
purpos
rr
reporting requirements. In 2013, the feff deral banking agencies amended capia tal requirements
December 31, 2022, in accordance with regulatoryr
t prefeff rred securities frff om Tier 1 capia tal. A grandfaff ther provision, however, permits bank holding compm anies with
to generally exclude trusrr
t prefeff rred
consolidated assets of less than $15 billion, which Wesbanco was through September 30, 2019, to continue counting existing trusrr
t prefeff rred securities issued beforff e May
securities as Tier 1 capia tal until they maturt e. The fiff nal Basel III capia tal rulrr e permanently grandfaff thers trusrr
19, 2010 forff
t prefeff rred securities and
certain other elements in excess of the 25% limit may be included in Tier 2 capia tal, subject to restrictions. As of December 31, 2022, Wesbanco’s
total assets were aba ove $15 billion; therefoff re, all such securities are no longer counted as Tier 1 capa ital but instead are countuu ed as Tier 2 capia tal
t prefeff rred securities, please refeff r to Note 10, “Subordinated and Junior Subordinated Debt”
subject to limits. For more inforff mation regarding trusrr
in the Consolidated Financial Statements.

ions of less than $15 billion in size, subject to a 25% limit of Tier 1 capia tal. The amount of trusrr

institutt

The risk-based capia tal standards of the Federal Reserve and the FDIC specifyff

that evaluations by the banking agencies of a bank’s capia tal
adequacy will include an assessment of the exposure to declines in the economic value of the bank’s capa ital dudd e to changes in interest rates.
These banking agencies have issued a joint policy statement on interest rate risk describing prude
nt methods forff monitoring such risk that rely
principally on internal measures of exposure and active oversight of risk management activities by senior management.

PROMPT CORRECTIVE ACTION

The Federal Deposit Insurance Corpor

“prompt corrective action” with respect to depositoryr
establa ishes fiff ve capia tal
undercapia talized.

ation Improvement Act of 1991 (“FDICIA”) requires feff deral banking regulatoryr authorities to take
ions that do not meet minimum capia tal requirements. For these purprr oses, FDICIA
tiers: well-capia talized, adequately capia talized, undercapia talized, signififf cantly undercapia talized, and critically

institutt

An institut tion is deemed to be “well-capa italized” if it has a total risk-based capa ital ratio of 10% or greater, a Tier 1 risk-based capa ital ratio
of 8% or greater, a Tier 1 leverage ratio of 5% or greater, and a common equity Tier 1 ratio of 6.5% or greater, and is not subu jb ect to a regulatoryr
ion is deemed to be “adequately
order, agreement, or directive to meet and maintain a specififf c capia tal level forff
capia talized” if it has a total risk-based capia tal ratio of 8% or greater, a Tier 1 risk-based capia tal ratio of 6% or greater, generally a Tier 1 leverage
ion does not meet the defiff nition of a “well-capia talized”
ratio of 4% or greater, and a common equity Tier 1 ratio of 4.5% or greater, and the institutt
institutt
ion
has a total risk-based capa ital ratio that is less than 6%, a Tier 1 risk-based capa ital ratio that is less than 4%, or a Tier 1 leverage ratio or common
ion is deemed to be “critically
equity Tier 1 ratio that is less than 3%, it is deemed to be “signififf cantly undercapia talized.” Finally, an institutt
undercapia talized” if it has a ratio of tangible equity (as defiff ned in the regulations) to total assets that is equal to or less than 2%. As of December 31,
2022, as noted above
in “Capia tal Requirements,” Wesbanco Bank had capia tal levels that met the “well-capia talized” standards under FDICIA and
a
its implementing regulations.

ion that does not meet one or more of the “adequately capia talized” tests is deemed to be “undercapia talized.” If the institutt

any capia tal measure. An institutt

ion. An institutt

institutt

FDICIA generally prohibits a depositoryr

ion frff om making any capia tal distribution, including payment of a cash dividend, or paying
ions are
any management feff e to its holding company, if the depositoryrr
subject to growth limitations and are required to submit a capia tal restoration plan. If any depositoryrr
ion subsidiaryr of a holding company
is required to submit a capia tal restoration plan, the holding company would be required to provide a limited guarantee regarding compliance with
ion faff ils to submit an
the plan as a condition of appr
acceptabla e plan, it is treated as if it is signififf cantly undercapia talized. Signififf cantly undercapia talized institutt
ions may be subject to a number of
requirements and restrictions, including orders to sell suffff iff cient voting stock to become adequately capia talized, requirements to redudd ce total assets,
ions may not, beginning 60 days aftff er becoming
and cessation of receipt of deposits frff om correspondent banks. Critically undercapia talized institutt
t prefeff rred securities. In addition,
critically undercapia talized, make any payment of principal or interest on their subordinated debt and/or trusrr
critically undercapia talized institutt
ntment of a receiver or conservator within 90 days of becoming critically
undercapia talized.

ion would thereaftff er be undercapia talized. Undercapia talized institutt
institutt

opriate feff deral banking agency. If an undercapia talized institutt

oval of such plan by the appr

ions are subject to appoi

GRARR MM-LEACH-BLILEY ACT

Under the Gramm-Leach-Bliley Act (the “GLB Act”), banks are no longer prohibited frff om associating with, or having management
interlocks with, a business organization engaged principally in securities activities. By qualifyiff ng as a “fiff nancial holding company,” as authorized
under the GLB Act, a bank holding company acquires new powers not otherwise availabla e to it. Wesbanco has elected to become a fiff nancial
holding company under the GLB Act. It also has qualififf ed a subsidiaryr of the Bank as a fiff nancial subsidiaryr under the GLB Act.

Financial holding company powers relate to “fiff nancial activities” that are determined by the Federal Reserve Board, in coordination with
the Secretaryr of the Treasury,rr
to a fiff nancial activity,
to be fiff nancial in naturt e, incidental to an activity that is fiff nancial in naturt e, or complementaraa yr
provided that the complementaryr activity does not pose a safeff ty and soundness risk. The GLB Act itself defiff nes certain activities as fiff nancial in
naturt e, including but not limited to: underwriting insurance or annuities; providing fiff nancial or investment advice; underwriting, dealing in, or
making markets in securities; merchant banking, subject to signififf cant limitations; insurance company portfolff
io investing, subject to signififf cant
by the Federal Reserve Board to be closely related to banking.
limitations; and any activities previously found

National and state banks are permitted under the GLB Act, subject to capia tal, management, size, debt rating, and CRAR qualififf cation faff ctors,
to have “fiff nancial subsidiaries” that are permitted to engage in fiff nancial activities not otherwise permissible. However, unlike fiff nancial holding
companies, fiff nancial subu sidiaries may not engage in insurance or annuity underwrr
riting; developing or investing in real estate; merchant banking
(forff

at least fiff ve years); or insurance company portfolff

io investing.

DODD-FRARR NK ACT

The Dodd-Frank Act, enacted on July 21, 2010, and the rulrr es implementing its provisions have resulted in numerous and wide-ranging
reforff ms to the strucrr
turt e of the U.S. fiff nancial system. This includes, among other things, rulrr es to promote fiff nancial stabia lity and prevent or mitigate
the risks that may arise frff om the material distress or faff ilure of a large bank holding company; enhance consumer protections; prohibit proprietaryr
trading; and implement enhanced prude
large bank holding companies regarding risk-based capia tal and leverage, risk and
liquidity management, stress testing, and recoveryr and resolution planning. The Dodd-Frank Act, including current and futff urt e rurr les implementing
its provisions and the interprrr etation of those rulrr es, have affff eff cted, and management expects will continue to affff eff ct, most of Wesbanco’s businesses
in some way, either directly through regulation of specififf c activities or indirectly through regulation of concentration risks, capia tal or liquidity.

ntial requirements forff

Certain bank holding companies are subju ected to increased capia tal requirements (discussed above

under “Item 1. Business—Capia tal

Requirements”).

The Volcker RulRR e and the fiff nal rulrr es jointly issued by feff deral banking agencies implementing the rulrr e’s provisions limit Wesbanco’s abia lity
trading, as well as its aba ility to sponsor or invest in hedge fuff nds or private equity fuff nds. The Volcker RuRR le also includes
to engage in proprietaryr
certain compliance program requirements that appl
trading or permitttt ed covered fuff nd
activities. The feff deral banking agencies recently revised the Volcker RulRR e compliance requirements, effff eff ctive Januaryr 1, 2020. Under the new
rulrr e, banking entities that, together with their affff iff liates and subsidiaries, have an average gross sum of trading assets and liaba ilities (excluding
obligations of or guaranteed by the United States or an agency of the United States) of less than $1 billion forff
(4) consecutive quarters are
ff
four
presumed to be in compliance with the Volcker RulRR e’s restrictions on proprietaryr
trading and acquisition or retention of ownership interests in
covered funds
. Consequently such banking entities do not have an affff iff rmative obligation to demonstrate compliance with such restrictions
(“limited trading compliance presumption”). Wesbanco meets the limited trading compliance presumption because its gross consolidated trading
assets and liabia lities have been below $1 billion forff

y to banking entities that engage in permissible proprietaryrr

consecutive quarters.

ff
four

An interim fiff nal rulrr e was issued in Januaryrr 2014 that exempts investments in certain collateralized debt obligations backed primarily by
trurr st prefeff rred securities frff om the provisions of the Volcker RuRR le. This interim fiff nal rurr le was effff eff ctive April 1, 2014 and did not have a material
impact on Wesbanco forff

the year ended December 31, 2022.

The Federal Reserve Board revised the Volcker RuRR le, issuing a fiff nal rurr le in November 2019. Under the new rurr le, banking entities with
gross consolidated trading assets and liabia lities between $1 billion and $20 billion will be subject to a simplififf ed compliance program because
they will be considered to have “moderate” trading assets. The new rulrr e was effff eff ctive Januaryr 1, 2020; however, Wesbanco is not subu jb ect to the
moderate trading compliance program because Wesbanco has gross consolidated trading assets and liabia lities below $1 billion.

Passed in 2011, the Durbir n Amendment requires the Federal Reserve to limit feff e charges to retailers forff

debit card processing. The Federal
Reserve Board promulgated Regulation II (Debit Card Interchange Fees and Routing) that limits the interchange feff es paid by merchants to issuers
when their debit cards are used as payment. An issuer is defiff ned as “any person that authorizes the use of the debit card to perfoff rm an electronic
ication of the Durbir n Amendment is determined by whether the issuer, together with its affff iff liates, has $10 billion in
debit transaction.” The appl
assets as of the end of the calendar year preceding the date of the electronic debit transaction. An affff iff liate is defiff ned as “anyaa
company that
ion issues a debit card and it,
controls, or is controlled by, or is under common control with another company.” Thereforff e, if an insured institutt

together with its affff iff liates, has assets exceeding $10 billion, it is subject to this rulrr e. The rulrr e capsa
swipe feff es) at $0.21 plus an additional 0.05% of the value of the transaction. Previously, the average interchange feff e was appr
per transaction forff
an insured institutt
subject to the capa on interchange income in July of the folff
Durbir n Amendment because, forff
are combined, effff eff ctive forff

debit card interchange feff es (also known as
oximately $0.44
ions with more than $10 billion in assets by the year-end assessment deadline are
lowing year. Wesbanco and the Bank were subject to the requirements imposed by the
ion and its affff iff liates

es of determining whether an issuer has $10 billion in assets, the assets of the institutt

transactions beginning in July of 2019.

ion. Financial institutt

rr
purpos

Additionally, section 165(i)(2) of the Dodd-Frank Act, as amended by the EGRRCPA, requires annual company-runrr

stress tests forff

bank

holding companies with total consolidated assets greater than $100 billion.

The Federal Reserve Board regulates bank holding companies, and thereforff e, if a bank holding company has total consolidated assets of
$100 billion or more, it will be required to conduct the Federal Reserve Board stress-tests. Wesbanco Bank, a subsidiaryrr state nonmember bank,
is governed by the FDIC. Under the FDIC rurr le, a covered bank includes “any state nonmember bank . . . with average total consolidated assets .
. . that are greater than $10 billion but less than $50 billion.” However, the FDIC proposed a rulrr e in December 2018 to conforff m this defiff nition to
Section 165 of the Dodd-Frank Act, as amended by the EGRRCPA, to state that a “covered bank” is a nonmember bank or state savings
association with average total consolidated assets that are greater than $250 billion. Wesbanco Bank has less than $100 billion in average total
consolidated assets, and thereforff e, is not subject to the Federal Reserve Board’s or the FDIC’s stress-test rulrr es.

If the Dodd-Frank Act stress test rulrr es were to appl

y at some point in the futff urt e, Wesbanco would have to assess the potential impact of a
minimum of three macroeconomic scenarios—baseline, adverse, and severely adverse—on its consolidated losses, revenues, balance sheets
(including risk-weighted assets) and capia tal. Each scenario includes economic variabla es, including macroeconomic activity, unempmm loyment,
exchange rates, prices, incomes and interest rates. The adverse and severely adverse scenarios are not forff ecasts, but rather hypotyy
hetical scenarios
ions. Additionally, Wesbanco would have to publicly disclose these test results
designed to assess the strength and resilience of fiff nancial institutt
that is reasonabla y accessible
on an annual basis. The required summaryrr of results could be published on Wesbanco’s web site or in any other forff umrr
to the public.

As required by Section 165 of the Dodd-Frank Act, the Federal Reserve issued a rulrr e that strengthens the supervision and regulation of
ntial standards. These standards
large U.S. bank holding companies and foff reign banking organizations by establa ishing a number of enhanced prude
include liquidity, risk management, and capia tal. Under the rulrr e, a publicly traded bank holding company with $10 billion or more in consolidated
assets is required to establa ish an enterprrr
ise-wide risk committee. However, the EGRRCPA raised the threshold to $50 billion. To conforff m the
rulrr e to the EGRRCPA, the Federal Reserve Board proposed a rulrr e in November 2018 to increase the threshold to $50 billion. Wesbanco is
thereforff e, currently not subject to the Federal Reserve Enhanced Prude

ntial Standards.

The Dodd-Frank Act made several changes affff eff cting the securitization markets, which may affff eff ct a bank’s abia lity or desire to use those
feff deral regulators to adopt regulations requiring the sponsor of a

ng or liquidity needs. One of these changes calls forff

markets to meet fundi
securitization to retain at least 5% of the credit risk, with exceptions forff

“qualififf ed residential mortgages.”

Publicly traded companies are required by the Dodd-Frank Act to give shareholders an advisoryrr vote on executive compensation, and, in
some cases, golden parachute arrangements. Further, SEC and Nasdaq rurr lemaking under the Dodd-Frank Act requires Nasdaq-listed companies
to have a compensation committee composed entirely of independent directors. Wesbanco’s Compensation Committee members currently satisfyff
the independence criteria. The Dodd-Frank Act also called forff
regulators to issue new rulrr es relating to incentive-based compensation
arrangements deemed excessive, and proxy access by shareholders. The SEC has issued proposed rulrr es relating to excessive compensation
arrangements that have not been fiff nalized.

All banks and other insured depositoryrr

institut tions now have increased authority to open new branches across state lines (discussed aba ove
ions to pay interest on certain
under “Item 1. Business—Supervision and Regulation”). A provision authorizing insured depositoryr
business checking accounts may increase Wesbanco’s interest expense. The Consumer Financial Protection Bureau, a feff deral agency created by
the Dodd-Frank Act, has the authority to write rulrr es implementing numerous consumer protection laws appl
icabla e to all banks (discussed below
under “Item 1. Business—Consumer Protection Laws”).

institutt

CORONAVIRUS RELIEF

In response to the COVID-19 pandemic, the Coronavirusrr Aid, Relief and Economic Security ("CARES") Act was signed into law on March
27, 2020 to provide national emergency economic relief measures. Many of the CARES Act’s programs are dependent upon the direct
ions, such as the Company and the Bank, and have been implemented through rulrr es and guidance adopted
involvement of U.S. fiff nancial institutt
the Federal Reserve and other feff deral banking agencies,
by feff deral departments and agencies, including the U.S. Department of Treasury,r
jurisdiction over the Company and the Bank. Furthermore, as the COVID-19 pandemic evolves, feff deral
including those with direct supervisoryrr
regulatoryr authorities continue to issue additional guidance with respect to the implementation, lifeff cycle, and eligibility requiqq rements forff
the
various CARES Act programs as well as industry-r
specififf c recoveryrr procedures forff COVID-19. Building upon the provisions of the CARES Act,
the Economic Aid to Hard-Hit Small Businesses, Nonprofiff ts and Venues Act (“Economic Aid Act”) was signed into law on December 27, 2020.
extensions and
The Economic Aid Act was draftff ed in response to the continuing effff eff cts of the pandemic on the economy and provided forff
amendments to many feff aturt es of the CARES Act. A third measure of coronavirurr s relief was passed by Congress on March 11, 2021, in the foff rm
of the American Rescue Plan Act ("ARP Act"). The ARP Act provided forff
, extended unemployment benefiff ts and
various other fiff nancial benefiff ts to individuals and businesses. In the futff urt e, it is possible that Congress will enact additional COVID-19 response
ther amendments to the CARES Act, Economic Aid Act or ARP Act or other new bills comparabla e in scope to these
legislation, including furff
Acts. The Company continues to assess the impact of these Acts and other statutt es, regulations and supervisoryrr guidance related to the COVID-19
pandemic.

additional stimulus funds

The CARES Act amended the loan program of the U.S. Small Business Administration (the "SBA"), in which the Bank participates, to
operational costs of eligible businesses,
create a guaranteed, unsecured loan program, the Paycheck Protection Program (“PPP”), to fund
organizations and self-ff employed persons dud ring COVID-19. In June 2020, the Paycheck Protection Program Flexibility Act was enacted, which
among other things, gave borrowers additional time and flff exibility to use PPP loan proceeds. Shortly thereaftff er, and due to the evolving impact
ications on July 6, 2020 and
of the COVID-19 pandemic, additional legislation was enacted authorizing the SBA to resume accepting PPP appl
a
ication deadline to August 8, 2020. The passage of the Economic Aid Act furff
extending the PPP appl
new pool of availabla e funds
under the PPP loan program through March 31, 2021, and among other things, modififf ed the provisions related to
ff
making PPP loans and the forff giveness of such loans. The Second Draw PPP loan program provides additional assistance to borrowers who
previously received a SBA PPP loan under the CARES Act provisions, subject to certain conditions. The passage of the ARP Act in March 2021
a
furff
ication deadline to May 31, 2021. As a participating lender in the PPP loan
and supervisoryr developments related thereto.
program, the Bank continues to monitor legislative, regulatory,rr

ther added to the pool of availabla e funds

ther reauthorized lending, providing forff

and extended the appl

The CARES Act permitted banks to suspend requirements under GAAP forff

loan modififf cations to borrowers affff eff cted by COVID-19 that
would otherwise be characterized as troubled debt restrucrr
ing ("TDRs") and suspend any determination related thereto if (i) tht e loan
modififf cation is made between March 1, 2020 and the earlier of December 31, 2020 or 60 days aftff er the end of the COVID-19 emergency
declaration and (ii) the appl
r extended
the relief granted by the CARES Act forff TDRs by one year to December 31, 2021. The feff deral banking agencies also issued guidance to encourage
banks to make loan modififf cations forff
borrowers affff eff cted by COVID-19 and to assure banks that they will not be criticized by examiners foff r
ying this guidance to qualifyiff ng loan modififf cations. See Note 1 and Note 4 to the “Notes to Consolidated Financial
doing so. The Company is appl
fuff rther
Statements,” which is included in Item 8 “Financial Statements and Supplementaryrr Data” of this Annual Report on Form 10-K forff
inforff mation about

icabla e loan was not more than 30 days past due as of December 31, 2019. The Economic Aid act furff

the COVID-19-related loan modififf cations completed by the company.

thet

turt

The CARES Act encouraged the Federal Reserve, in coordination with the Secretaryrr of the Treasury,rr

to establa ish or implement various
programs to help midsize businesses, nonprofiff ts, and municipalities. On April 9, 2020, the Federal Reserve proposed the creation of the Main
Street Lending Program (“MSLP”) to implement certain of these recommendations. On June 15, 2020, the Federal Reserve Bank of Boston
opened the MSLP forff
lender registration. The MSLP supports lending to small and medium-sized businesses that were in sound fiff nancial
condition beforff e the onset of the COVID-19 pandemic. The passage of the Economic Aid Act in December terminated the MSLP as of Januaryr
8, 2021 and no new loan appl

ications could be submitted aftff er December 31, 2020.

Concurrent with the enactment of the CARES Act, regulators issued interim fiff nancial rulrr e (“IFR”) “Regulatoryr Capia tal RulRR e: Revised
Transition of the Current Expected Losses Methodology forff Allowances” in response to the disrupt
ed economic activity frff om the spread of
COVID-19. The IFR provided fiff nancial institutt
ions that adopted the Current Expected Credit Losses Accounting Standard ("CECL") during 2020
lowed by a three-year transition period to phase
with the option to delay forff
out the aggregate amount of the capia tal benefiff t provided by the initial two-year delay (“fiff ve year transition”). Wesbanco adopted CECL effff eff ctive
Januaryr 1, 2020 and elected to implement the fiff ve-year transition. Please see Note 21, “Regulatoryrr Matters” forff more inforff mation.

two years the estimated impact of CECL on regulatoryr capia tal, folff

CONSUMER PROTECTION LAWS

In connection with its lending and leasing activities, all banks are subject to a number of feff deral and state laws designed to protect
consumers and promote lending and other fiff nancial services to various sectors of the economy and population. These laws include the Equal
ty Act, the Fair Credit Reporting Act, the Trutrr h in Lending Act (“TILA”), the Trutrr h in Savings Act, the Home Mortgage
Credit Opportuni

Disclosure Act, the Real Estate Settlement Procedures Act (“RESPA”), the Electronic Fund Transfeff r Act, and, in some cases, their respective
rts. The CFPB has consolidated the authority to write regulations implementing these and other laws. Wesbanco’s other
state law counterparr
subsidiaries that provide services relating to consumer fiff nancial products and services are subject to the CFPB’s regulations. As an institutt
ion
forff merly with assets of less than $10 billion, Wesbanco Bank historically had been examined by the FDIC forff
compliance with these rulrr es.
Through its acquisitions, the Bank’s assets exceeded $10 billion foff r foff ur consecutive quarters, and in 2019 it came under CFPB supervision and
to repay,
examination. Relating to mortgage lending, the Dodd-Frank Act authorized the CFPB to issue new regulations governing the aba ilitytt
qualififf ed mortgages, mortgage servicing, appr
aisals and compensation of mortgage lenders, all of which have been issued and have taken effff eff ct.
They limit the mortgage products offff eff red by the Bank and have an impact on timely enforff cement of delinquent mortgage loans.

The Dodd-Frank Act also directed the CFPB to integrate the mortgage loan disclosures under TILA and RESPA. The CFPB issued new
integrated disclosures rulrr es (“TRID”), which became effff eff ctive October 3, 2015 and have combined the prior good faff ith estimate and trurr th in
lending disclosure forff m into a new forff m, the loan estimate. They have also combined the HUD-1 and fiff nal trutrr h in lending disclosure foff rms into
a new foff rm, the closing disclosure. The rurr le is extremely complex, contains signififf cant uncertainties as to penalties, some of which can be quite
material, contains prohibitions against correcting even technical mistakes, creates uncertainty regarding last minute changes in the transaction
covered transactions and most closed-end consumer credit transactions secured
and has triggered signififf cant ambiguity in compliance. Thus forff
by real property, the TRID rulrr es have presented signififf cant and ongoing challenges to real estate lenders. The CFPB issued an interprrr etive rulrr e
in August 2021 providing greater flff exibility under the TRID rulrr es, which helped ease some of the challenges that real estate lenders like the Bank
faff ce. The rulrr e, however, relates only to the on-going COVID pandemic.

Federal law currently contains extensive customer privacy protection provisions. Under these provisions, a fiff nancial institutt

ion must
provide to its customers, at the inception of the customer relationship and annually thereaftff er, the institut tion’s policies and procedudd res regarding
the handling of customers’ nonpublic personal fiff nancial inforff mation. These provisions also provide that, except forff
certain limited exceptions,
an institutt
ion discloses to the customer that such
ion may not provide such personal inforff mation to unaffff iff liated third parties unless the institutt
ty to opt out of such disclosure. Federal law makes it a criminal offff eff nse,
t
inforff mation may be so provided and the customer is given the opportuni
except in limited circumstances, to obtain or attempt to obtain customer inforff mation of a fiff nancial naturt e by frff audulent or deceptive means.

Community development and compliance with the CRARR are vital and integrated components of the banking business at Wesbanco Bank.
Wesbanco is committed to helping our communities thrive and prosper by being a leader in community development. The founda
tion of our
mental to the success of our company. Wesbanco has proven to be
ff
values is grounded in our belief that the success of our communities is funda
a leader in the community by providing loans, deposits and other banking services that are responsive to the fiff nancial needs of the community.
feff deral bank regulatoryr agency, the FDIC, to assess Wesbanco Bank’s record in meeting the credit
The CRAR requires Wesbanco Bank’s primaryr
needs of the communities served by the bank, including low and moderate-income neighborhoods and persons. Institutt
ions are assigned one of
“Needs to Improve” or “Substantial Noncompliance.” This assessment is reviewed when a bank
ff
four
appl
ion, or to open or relocate a
a
branch offff iff ce. On December 19, 2019, the FDIC assigned a rating of “Outstanding” forff
the Bank’s community development perforff mance foff r the
period of October 2016 through July 2019. This is the highest rating awarded by feff deral regulators and the 2019 exam represented the Bank’s
the period
seventh consecutive “Outstanding” CRARR rating. In 2022, the FDIC commenced an examination of Wesbanco's CRAR perforff mance forff
of August 2019 through September 2022, and the results are expected in the fiff rst quarter of 2023.

ratings: “Outstanding,” “Satisfaff ctory,”rr
ies to merge or consolidate with or acquire the assets or assume the liabia lities of an insured depositoryr

institutt

Wesbanco Bank received the “America Saves Designation of Savings Excellence forff Banks,” a designation frff om America Saves that
recognizes banks that went above
and beyond to encourage people to save money during America Saves Week 2022. Wesbanco has been an
active participant in America Saves Week since its inception in 2007 and this was Wesbanco’s seventh consecutive designation foff r savings
excellence. The Wesbanco Bank Community Development Corpor
ation (“Wesbanco CDC”), an affff iff liate of Wesbanco Inc., was nationally
recognized by the American Bankers Association Foundation ("ABA Foundation") with a Community Commitment Award. In recognition of
its strong perforff mance and outreach, the ABA Foundation recognized Wesbanco CDC's New Markets Loan Program as the winner of the
allocations of New Markets Tax Credits, leveraging
Community and Economic Development category.rr The Wesbanco CDC has received four
those funds
the benefiff t of businesses located in low-income, distressed communities, and
ff
creating over 6,200 jobs.

to make over 219 loans totaling over $167 million forff

ications forff

To achieve this level of success, in addition to providing a wide variety of conventional loan and deposit produd cts, the Bank partners with
a number of governmental and non-profiff t agencies to provide special programs to assist customers, especially low- and moderate-income
customers, achieve their fiff nancial goals. For example, Wesbanco Bank leverages its membership in the Federal Home Loan Bank to sponsor
non-profiff t organizations and developers of affff orff dabla e housing, assistance through the First
Affff orff dabla e Housing Program grant appl
Front Door down payment program, Banking on Business loans forff
conventional bank fiff nancing,
and loans through the Community Lending Program. Additionally, Wesbanco has developed its own loan and deposit products to provide
fiff nancing and savings options with innovative and flff exible terms to meet identififf ed needs. Wesbanco has also been a leader in providing
community development lending within its CRAR assessment areas. In the past fiff ve years, the Bank originated over $1.9 billion in community
development loans, returt ning credit and capia tal to communities throughout our foff otprt
community
development program is its commitment of time and resources to the communities it serves. Employees provide thousands of hours of technical
assistance or fiff nancial education to organizations and agencies that promote community development and Wesbanco has deployed hundreds of
thousands of dollars in philanthropic donations to worthy organizations serving local communities throughout its foot

int. At the heart of Wesbanco Bank’s successfulff

small businesses that may not be appr

oved forff

int.

prt

The three primaryrr banking regulators continue to prioritize CRAR modernization in their respective regulatoryrr agendas and have committed

to working together to issue a joint interagency proposal, which is likely to be released in 2023.

SECURITIES REGULATION

Wesbanco’s fulff

l service broker-dealer subsidiary,r Wesbanco Securities, is registered as a broker-dealer with the SEC and in the states in
which it does business. Wesbanco Securities also is a member of FINRARR . Wesbanco Securities is subject to regulation by the SEC, FINRARR and
the securities administrators of the states in which it is registered. Wesbanco Securities is a member of the SIPC, which in the event of the
liquidation of a broker-dealer, provides protection forff
each
eligible customer, subject to a limitation of $250,000 forff

customers’ securities accounts held by Wesbanco Securities of up to $500,000 forff

cash balances.

claims forff

In addition, Wesbanco Bank’s Investment Department serves as an investment adviser to a faff mily of mutuat

l funds

and is registered as an

investment adviser with the SEC and in some states.

On September 10, 2019, the SEC adopted a new rurr le, Regulation Best Interest, which estaba lishes a standard of condud ct foff r broker-dealers
when they make a recommendation to a retail customer of any securities transaction or investment strategy involving securities. Regulation Best
Interest enhances the broker-dealer standard of conduct beyond existing suitaba ility obligations, and aligns the standard of conduct with retail
customers’ reasonabla e expectations by requiring broker-dealers, among other things, to: act in the best interest of the retail customer at the time
the recommendation is made, without placing the fiff nancial or other interest of the broker-dealer ahead of the interests of the retail customer; and
ly and
address conflff icts of interest by establa ishing, maintaining, and enforff cing policies and procedures reasonabla y designed to identifyff and fulff
conflff icts of interest, and in instances where we have determined that disclosure is insuffff iff cient to reasonabla y
faff irly disclose material faff cts about
address the conflff ict, to mitigate or, in certain instances, eliminate the conflff ict. The effff eff ctive date forff
implementation of tht e new rurr le was June
30, 2020.

On December 22, 2020, the SEC adopted a new rulrr e to govern investment adviser advertisements and payments to solicitors. The rurr le
replaces the current advertising rulrr e’s broadly drawn limitations with principles-based provisions designed to accommodate the continual
evolution and interplrr ay of technology and advice, and includes tailored requirements forff
certain types of advertisements. For example, the rurr le
requires advisers to standardize certain parts of a perforff mance presentation in order to help investors evaluate and compare investment
certain types of perforff mance presentations. Advertisements that include tht ird-party ratings
opportuni
are required to include specififf c disclosures to prevent them frff om being misleading. The rurr le also permits the use of testimonials and endorsements,
which include traditional refeff rral and solicitation activity, subject to certain conditions.

ties, and includes tailored requirements forff

THE USA PATRIOT AND BANK SECRECY ACT

y certain requirements of the USA Patriot Act to fiff nancial institutt

The USA PATRIOT Act of 2001 (the “USA Patriot Act”) imposes signififf cant compliance and due diligence obligations, material penalties,
extra-territorial jurisdiction of the United States. The U.S. Treasuryr Department has issued various implementing regulations,
and provides forff
ions, such as Wesbanco Bank and Wesbanco’s broker-dealer
which appl
a
opriate policies, procedures and controls to detect,
ions to maintain appr
subsidiary.r These regulations impose obligations on fiff nancial institutt
prevent and report money laundering and terrorist fiff nancing, to verifyff
the identity of their customers, including benefiff cial owners, and to report
suspicious activities and currency transactions of a certain size. Failure of Wesbanco and its subsidiaries to maintain and implement adequate
programs to combat money laundering and terrorist fiff nancing, or to comply with all of the relevant laws or regulations, could have serious legal
and reputational consequences forff Wesbanco and its subsidiaries.

ITEM 1A. RISK FACTORS

The risks described below are not the only ones we faff ce in our business. Additional risks and uncertainties not presently known to us or
lowing risks occur, our business, fiff nancial

that we currently believe to be immaterial may also impair our business operations. If any of the folff
condition or operating results could be materially harmed.

RISKS RELATED TO THE ECONOMY AND OTHER EXTERNAL FACTORS, INCLUDING REGULATION

CLIMATE CHANGE MANIFESTING AS PHYSICAL OR TRARR NSITION RISKS COULD ADVERSELY AFFECT OUR
OPERARR TIONS, BUSINESSES AND CUSTOMERS.

There is an increasing concern over the risks of climate change and related environmental sustainabia lity matters. The physical risks of
climate change include discrete events, such as flff ooding and wildfiff res, and longer-term shiftff s in climate patternr s, such as extreme heat, sea level
our operations or those of our customers or third parties on which we
rise, and more frff equent and prolonged drought. Such events could disrupt
ion and market volatility. Additionally, transitioning
rely, including through direct damage to assets and indirect impacts frff om supply chain disrupt
economy may entail extensive policy, legal, technology and market initiatives. Transition risks, including changes in consumer
to a low-carbonr
prefeff rences and additional regulatoryrr
requirements or taxes, could increase our expenses and undermine our strategies. In addition, our reputation
and client relationships may be damaged as a result of our practices related to climate change, including our involvement, or our clients’
involvement, in certain industries or projects associated with causing or exacerbar
ting climate change, as well as any decisions we make to
continue to conduct or change our activities in response to considerations relating to climate change. As climate risk is interconnected with many
key risk types, we have developed and continue to enhance processes to embed climate risk considerations into our risk management strategies
establa ished forff
risks such as market, credit and operational risks; however, because the timing and severity of climate change may not be
predictabla e, our risk management strategies may not be effff eff ctive in mitigating climate risk exposure.

GLOBAL PANDEMICS COULD ADVERSELY AFFECT THE OPERARR TIONS OF US AND OUR CUSTOMERS.

The spread of global pandemics could create a global public-health crisis, as previously seen with that of the COVID-19 pandemic, that
can result in widespread volatility and deteriorations in household, business, economic, and market conditions. Pandemics can cause many state
governments to enact social distancing requirements, which could adversely impact the economy due to the vast restrictions and forff ced closures
of non-essential businesses during the quarantine periods. As a result, many of our customers would be adversely affff eff cted by business closures,
staffff iff ng issues and/dd or other business restrictions. Accordingly, global pandemics may result in a signififf cant decrease in our customers’ business
and/or cause our customers to be unabla e to meet existing payment or other obligations to us. These adverse impacts on the businesses of our
customers could cause a material adverse effff eff ct to our business, fiff nancial condition, and results of operations.

ECONOMIC CONDITIONS IN WESBANCO’S MARKET AREAS COULD NEGATIVELY IMPACT EARNINGS.

Wesbanco Bank serves both individuals and business customers primarily throughout West Virginia, Ohio, western Pennsylvania,
Kentuct ky, Indiana, Marylrr and, northern Virginia and central Tennessee. The substantial maja ority of Wesbanco’s loan portfolff
io is to individuals
and businesses in these markets. As a result, the fiff nancial condition, results of operations and cash flff ows of Wesbanco are affff eff cted by local and
regional economic conditions, as well as national economic conditions. A downturt n in these economies could have a negative impact on
Wesbanco and the aba ility of the Bank’s customers to repay their loans. The value of the collateral securing loans to borrowers may also decline
as the economy declines. As a result, deteriorating economic conditions in these markets could cause a decline in the overall quqq ality of
Wesbanco’s loan portfolff
credit losses. A decline
io requiring Wesbanco to charge-offff a higher percentage of loans and/or increase its allowance forff
in economic conditions in these markets may also forff ce customers to utilize deposits held by Wesbanco Bank in order to pay current expenses
causing the Bank’s deposit base to shrink. As a result, the Bank may have to borrow funds
at higher rates in order to meet liquidity needs.
Volatility in oil and gas prices may impact shale gas activity in West Virginia, Ohio and Pennsylvania, which may somewhat negatively impact
local and regional economic conditions, affff eff cting both commercial and retail customers, resulting in potentially lower oil and gas related royalty
deposits and potential credit deterioration in the loan portfolff

io.

WESBANCO COULD BE ADVERSELY AFFECTED BY CHANGES TO THE FISCAL, POLITICAL AND OTHER FEDERARR L
POLICIES.

Changes in general economic or political policies in the United States or other regions could adversely impact Wesbanco’s business as well
as the Bank’s customers. The current United States administration has indicated that it may propose signififf cant changes with respect to a variety
ate
of issues, including international trade agreements, import and export regulations, tariffff sff and customs duties, forff eign relations, tax laws, corpor
governance laws and corpor
l economy standards, that could have a positive or negative impact on Wesbanco’s business and the Bank’s
customers including those in the wholesale and distribution, manufaff cturt

ing and retail industries.

ate fueff

WESBANCO IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND SUPERVR ISION.

, feff deral deposit insurance funds

and the banking system as a whole, rather than corpor

Wesbanco is subu jb ect to extensive feff deral and state regulation, supu ervision and examination. Banking regulations are primarily intended to
ff
ate shareholders. These regulations
protect depositors’ funds
turt e, investment practices, dividend policy, operations and growth, among other things. These
affff eff ct Wesbanco’s lending practices, capia tal strucrr
opriate policies, procedure and controls. Congress and feff deral regulatoryrr agencies continually
a
regulations also impose obligations to maintain appr
review banking laws, regulations and policies forff
possible changes. Changes to statutt es, regulations or regulatoryr policies, including changes in
interprr retation or implementation of statut tes, regulations or policies, could affff eff ct Wesbanco in subu stantial and unpredictaba le ways. Such changes
could subject Wesbanco to additional costs, limit the types of fiff nancial services and products that could be offff eff red, and/or increase the aba ility of
non-banks to offff eff r competing fiff nancial services and products, among other things. Failure to comply with laws, regulations or policies could
result in sanctions by regulatoryr agencies, civil penalties and/dd or reputation damage, which could have a material adverse effff eff ct on Wesbanco’s
business, fiff nancial condition and result of operations.

As of December 31, 2022, Wesbanco had $133.5 million in junior subordinated debt presented as a separate categoryrr of long-term debt on
t Prefeff rred Securities totaling $130.0 million underlying such junior subordinated
its Consolidated Balance Sheets. For regulatoryrr purpos
reporting requirements prior to December 31, 2019. RuRR les issued
debt were previously included in Tier 1 capia tal in accordance with regulatoryr
t prefeff rred securities frff om Tier 1 capia tal beginning in 2015. A grandfaff ther provision permitted bank holding
in 2013 generally exclude trusrr
companies with consolidated assets of less than $15 billion to continue counting existing trusrr
ity.
As of December 31, 2019, Wesbanco’s assets were greater than $15 billion; thereforff e, all such securities are no longer counted as Tier 1 capa ital
but instead are counted as Tier 2 capia tal subject to limits.

t prefeff rred securities as Tier 1 capia tal until maturt

es, Trusrr

In addition, international capia tal standards known as Basel III, which were implemented by a U.S. feff deral banking agencies’ joint fiff nal rurr le
icabla e to Wesbanco and the Bank,
these changes in capia tal requirements are described aba ove in “Item 1.

issued in July 2013, and effff eff ctive Januaryr 1, 2015, furff
which may negatively impact both entities. Additional inforff mation about
Business—Capia tal Requirements.”

ther increase the minimum capia tal requirements appl

Regulation of Wesbanco and its subu sidiaries is expected to continue to expand in scope and complexity in the fuff tut re. These laws are
expected to have the effff eff ct of increasing Wesbanco’s costs of operating and reducing its revenues, and may limit its abia lity to pursue business
opportuni
ties or otherwise adversely affff eff ct its business and fiff nancial condition. The Dodd-Frank Act and other laws, as well as rulrr es implementing
or related to them, may adversely affff eff ct Wesbanco. Specififf cally, any governmental or regulatoryr action having the effff eff ct of requqq iring Wesbanco
to obtain additional capia tal or increase short-term liquidity could reduce earnings and have a material dilutive effff eff ct on current shareholders,
including the Dodd-Frank Act source of strength requirement that bank holding companies make capia tal infusff
ions into a troubled subu sidiaryr
bank. Legislation and regulation of debit card feff es, credit cards and other bank services, as well as changes in Wesbanco’s practices relating to
those and other bank services, may affff eff ct Wesbanco’s revenue and other fiff nancial results. Additional inforff mation about
increased regulation is
provided in “Item 1. Business” under the headings “Supervision and Regulation,” “Holding Company Regulations,” “Capia tal Requirements,”
“Dodd-Frank Act,” and “Consumer Protection Laws.”

SEVERE WEATHER, NATURARR L DISASTERS, DISEASE PANDEMICS, ACTS OF WAR OR TERRORISM, INTERNATIONAL
HOSTILITIES, DOMESTIC CIVIL UNREST AND OTHER EXTERNAL EVENTS COULD SIGNIFICANTLY ADVERSELY
IMPACT WESBANCO’S BUSINESS.

The unpredictabla e naturt e of events such as severe weather, naturt al disasters, disease pandemics, acts of war or terrorism, internr ational
hostilities, domestic civil unrest and other adverse external events could have a signififf cant impact on Wesbanco’s aba ility to conduct business. If
any of our fiff nancial, accounting, network or other inforff mation processing systems faff il or have other signififf cant shortcomings dudd e to externrr al
events, Wesbanco could be materially adversely affff eff cted. Third parties with which Wesbanco does business could also be sources of operational
risk to Wesbanco, including the risk that the third parties’ own network and inforff mation processing systems could faff il. Any of these occurrences
could materially diminish Wesbanco’s abia lity to operate or result in potential liabia lity to customers, reputational damage, and regulatoryrr
intervention, any of which could materially adversely affff eff ct Wesbanco. Such events could affff eff ct the stabia lity of Wesbanco’s deposit base, impair
the abia lity of borrowers to repay outstanding loans, impair the value of collateral securing loans, impair Wesbanco’s liquidity, result in loss of
revenue, and/or cause Wesbanco to incur additional expenses.

THE SOUNDNESS OF OTHER FINANCIAL INSTITUTIONS COULD ADVERSELY IMPACT WESBANCO.

ions are interrelated as a result of trading, clearing, counterparr

Financial service institutt
to various industries and counterparr
brokers and dealers, commercial banks, investment banks, mutuat
defaff ult by, a fiff nancial institutt
transactions could expose Wesbanco to credit risk in the event of defaff ult of our counterparr
affff eff ct our business, fiff nancial condition, and results of operations.

l and hedge funds

rties, and Wesbanco routinely executes transactions with counterparr

rty, or other relationships. Wesbanco has exposure
rties in the fiff nancial indudd stryrr , including
ions. As a result, a defaff ult by, or potential
ion defaff ults. Many of these
rty or client. These losses or defaff ults could adversely

ion could result in market-wide liquidity problems, losses or other fiff nancial institutt

and other institutt

CURRENT MARKET INTEREST RARR TES AND COST OF FUNDS MAY NEGATIVELY IMPACT WESBANCO’S BANKING
BUSINESS.

Fluctuat

tions in interest rates may negatively impact the business of the Bank. The Bank’s main source of income frff om operations is net
interest income, which is equal to the diffff eff rence between the interest income received on interest-bearing assets (usually loans and investment
securities) and the interest expense incurred in connection with interest-bearing liabia lities (usually deposits and borrowings). These rates are
highly sensitive to many faff ctors beyond Wesbanco’s control, including general economic conditions, both domestic and forff eign, and the monetaryr
and fiff scal policies of various governmental and regulatoryrr authorities. Wesbanco Bank’s net interest income can be affff eff cted signififf cantly by
changes in market interest rates and the shapa e of the yield curve. Changes in relative interest rates may redud ce the Bank’s net interest income as
the diffff eff rence between interest income and interest expense decreases. As a result, the Bank has adopted asset and liabia lity manaaa gement policies
ity of loans,
to minimize the potential adverse effff eff cts of changes in interest rates on net interest income, primarily by altering the mix and maturt
ng sources. However, even with these policies in place and with an asset-sensitive balance sheet at year-end that should
investments and fundi
benefiff t net interest income as interest rates increase, Wesbanco cannot be certain that changes in interest rates or the shapea
of the interest rate
yield curve will not negatively impact its results of operations or fiff nancial position. The increase in interest rates in 2022 caused a decrease in
the faff ir value of securities within our investment portfolff

io of which the unrealized losses were recorded in other comprehensive income.

In a period of rising rates with a relatively flff at or inverted yield curve environment, Wesbanco’s cost of fuff nds foff r banking operations may
may also increase as a result of futff urt e general economic conditions,
increase at a faff ster pace than loan and investment yields. The cost of funds
principally through deposits and borrowings frff om the Federal
ff
interest rates and competitive pressures. The Bank has traditionally obtained funds
r source of
Home Loan Bank (FHLB), correspondent banks, and other wholesale borrowing sources. As a general matter, deposits are a cheapea
funds
borrowings. If,ff as a result of general
ff
economic conditions, market interest rates, competitive pressures or higher deposit betas in relation to increases in feff deral fuff nds rate increases,
the value of deposits at the Bank decreases relative to its overall banking operations, the Bank may have to rely more heavily on borrowings as
a source of funds

deposits are typically less than interest rates charged forff

than borrowings because interest rates paid forff

in the futff urt e.

INTEREST RARR TES ON WESBANCO’S OUTSTANDING FINANCIAL INSTRUMENTS MIGHT BE SUBJECT TO CHANGE
BASED ON THE REPLACEMENT OF LIBOR.

London Interbar nk Offff eff red Rate (“LIBOR”) and certain other “benchmarks” are the subject of recent national, international, and other
regulatoryr guidance and proposals forff
reforff m. These reforff ms may cause such benchmarks to become unavailabla e, to perforff m diffff eff rently than in
the past or have other consequences, which cannot be predicted. On July 27, 2017, the United Kingdom’s Financial Conduct Authority ("FCA"),
which regulates LIBOR, publicly announced that it intended to stop persuading or compelling banks to submit LIBOR rates aftff er 2021. The
Federal Reserve Board has identififf ed the Secured Overnight Financing Rate (“SOFR”) as the prefeff rred refeff rence rate alternative to LIBOR forff
es. Once LIBOR is discontinued, if the proposed replacement rate forff LIBOR diffff eff rs materially frff om
loan pricing and hedge accounting purpos
LIBOR, interest rates on our flff oating rate obligations, loans, deposits, derivatives, and other fiff nancial instrumrr
ents tied to LIBOR rates, as well as
the revenue and expenses associated with those fiff nancial instrumrr
ents, may be adversely affff eff cted. Further, any uncertainty regarding the continued
use and reliabia lity of LIBOR as a benchmark interest rate could adversely affff eff ct the value of our flff oating rate obligations, loans, deposits,
derivatives, and other fiff nancial instrumrr
ents tied to LIBOR rates. On March 5, 2021, the U.K. FCA and Intercontinental Exchange (“ICE”)
Benchmark Administration announced that the publication of the overnight, as well as, the one, three, six, and twelve month LIBOR rates will
continue to be published through June 30, 2023. On October 20, 2021, the Federal Reserve Board, the Offff iff ce of the Comptroller of the Currency
("OCC"), and the Federal Deposit Insurance Corpor
ation along with the Consumer Financial Protection Bureau, National Credit Union
Administration, and State Bank and Credit Union Regulators, issued an additional Joint Statement on Managing the LIBOR Transition to once
again emphasize the expectation that supervised institutt
ions with LIBOR exposure continue to progress toward an orderly transition away frff om
LIBOR. The statement confiff rmed that entering into new contracts, including derivatives that use LIBOR as a refeff rence rate aftff er December 31,
2021, would create safeff ty and soundness risks, including litigation, operational, and consumer protection risks. On March 15, 2022, President
Biden signed the Adjustabla e Interest Rate (LIBOR) Act into law (the “LIBOR Act”). The LIBOR Act provides a clear and uniforff m feff deral
solution forff
l provisions addressing the permanent cessation of
LIBOR by providing forff

transitioning legacy contracts that either lack or contain insuffff iff cient contractuat

the transition frff om LIBOR to a replacement rate and avoiding related litigation.

ied in a timely manner or is incorrectly appl

Transitioning frff om LIBOR to alternative rates also may result in operational errors during the transition such that the replacement rate is
given the volume of contracts that will requiqq re transition and the
a
not appl
oaches to transition and given the possibility that the period during which the transition will need to take place may
diversity of potential appr
ly implement transition frff om LIBOR to alternative rates could result in regulatoryrr
have a short duration. Similarly, our faff ilure to successfulff
scrutrr
sanctions. It is also possible that LIBOR quotes will become
unavailabla e prior to the currently anticipated cessation dates. In that case, the risks associated with the transition to an alternative refeff rence rate
will be accelerated and magnififf ed. These risks may also be increased due to the shorter time forff

iny and actions by our regulators including fiff nes and other supervisoryr

ied. This is particularly truerr

the transition.

preparing forff

SIGNIFICANT DECLINES IN U.S. AND GLOBAL MARKETS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S
EARNINGS.

city forff

The capia tal and credit markets could experience extreme disrupt

ion. These conditions result in less liquidity, greater volatility, widening
of credit spreads and a lack of price transparency in certain asset types. In many cases, markets could exert downward pressure on stock prices,
security prices and credit capaa
certain issuers without regard to those issuers’ underlying fiff nancial strength. Sustained weakness in business
and economic conditions in any or all of the domestic or forff eign fiff nancial markets could result in credit deterioration in investment securities
ence of reliabla e
held by us, rating agency downgrades forff
pricing inforff mation or unanticipated changes in the competitive market) could result in us having to recognize other-than-temporaryrr
impairment
in the value of such investment securities, with a corresponding charge against earnings. Furthermore, our pension assets are primarily invested
in equity and debt securities, and weakness in capia tal and credit markets could result in deterioration of these assets, and changes in certain key
rial assumptions may increase minimum
pension assumptions based on current interest rates, long-term rates of returt n and other economic or actuat
fundi
ther, these conditions may be material to Wesbanco’s
ff
abia lity to access capia tal and may adversely impact results of operations.

ng contributions and futff urt e pension expense. If these markets were to deteriorate furff

such securities or other market faff ctors that (such as lack of liquidity forff

re-sales, absa

Further, Wesbanco’s trusrr

t and investment services income could be impacted by flff uctuat

ios. If the values of those investment portfolff

tions in the securities market. A portion of this
ios decline, the Bank’s revenue

revenue is based on the value of the underlying investment portfolff
could be negatively impacted.

Inflff ation can also have a signififf cant effff eff ct upon interest rates and ultimately upon fiff nancial perforff mance. Wesbanco’s abia lity to cope with
inflff ation and to respond to changing market interest rates, as well as its abia lity to manage the various elements of non-interest income and expense
durd ing periods of increasing or decreasing inflff ation could have a signififf cant impact on profiff tabia lity. Wesbanco monitors the level and mix of
interest-rate sensitive assets and liabia lities through its Asset/tt Liabia lity Committee ("ALCO") in order to reduce the impact of inflff ation on net
interest income. Management may not be abla e to control the effff eff cts of inflff ation as needed and the results may adversely impact results of
operations.

A HIGH PERCENTAGE OF WESBANCO’S LOAN PORTFOLIO IS IN WEST VIRGINIA, OHIO, PENNSYLVANIA, KENTUCKYKK ,
INDIANA, MARYR LAND, VIRGINIA AND TENNESSEE AND IN COMMERCIAL AND RESIDENTIAL REAL ESTATE.
DETERIORARR TIONS IN ECONOMIC CONDITIONS IN THIS AREA OR IN THE REAL ESTATE MARKET GENERARR LLY COULD
BE MORE HARMFUL TO THE COMPANY COMPARED TO MORE DIVERSIFIED INSTITUTIONS.

As of December 31, 2022, appr
comprised of commercial real estate loans.

oximately 20% of Wesbanco’s loan portfolff

io was comprised of residential real estate loans, and 57% was

Inherent risks of commercial real estate (“CRE”) lending include the cyclical natut re of the real estate market, construrr ction risk and interest
rate risk. The cyclical naturt e of real estate markets can cause CRE loans to suffff eff r considerabla e distress. During these times of distress, a property’s
perforff mance can be negatively affff eff cted by tenants’ deteriorating credit strength and lease expirations in times of softff ening demand caused by
economic deterioration or over-supply conditions. Even if borrowers are abla e to meet their payment obligations, they may fiff nd it diffff iff cult to
refiff nance their fulff
ity due to declines in property value. Other risks associated with CRE lending include regulatoryr changes
and environmental liabia lity. Regulatoryrr changes in tax legislation, zoning or similar external conditions including environmental liaba ility may
affff eff ct property values and the economic feff asibility of existing and proposed real estate projects.

l loan amounts at maturt

io is situat

The Company’s CRE loan portfolff

io is concentrated predominantly in West Virginia, Ohio, Pennsylvania, Kentuct ky, Indiana, Marylr and,
northern Virginia and Tennessee. There is a wide variety of economic conditions within the local markets of the six states in which most of the
company’s CRE loan portfolff
ted. Rates of employment, consumer loan demand, household forff mation, and the level of economic activity
can varyr widely frff om state to state and among metropolitan areas, cities and towns. Metropolitan markets comprise various submarkets where
c feff aturt es, transportation, recreation, local
property values and demand can be affff eff cted by many faff ctors, such as demographa
development.
government, school systems, utility infrff astrucrr
As a result of the high concentration of the company’s loan portfolff
ions, to
futff urt e disrupt
ions in and deterioration of this market, which could lead to losses, which could have a material adverse effff eff ct on the business,
fiff nancial condition and results of operations of the company.

turt e, tax burden, building-stock age, zoning and building codes, and availabla e land forff

io, it may be more sensitive, as compared to more diversififf ed institutt

ic makeup, geographi

RISKS INHERENT IN MUNICIPAL BONDS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S EARNINGS.

As of December 31, 2022, appr

oximately 34% of Wesbanco’s total securities portfolff

io was invested in municipal bonds. Although
io is broadly spread across the U.S., any downturt n in the economy of a state or municipality in which Wesbanco
Wesbanco’s municipal portfolff
holds municipal obligations could increase the defaff ult risk of the respective debt. In addition, a portion of Wesbanco’s municipal portfolff
io is
comprised of Build America bonds. Due to the government sequester reducing the interest subsidy that the government provides to the issuing
municipalities, extraordinaryrr
redemption provisions ("ERP") may be executed by the municipality if it is in their faff vor to do so. There is a risk
that when an ERP is executed, Wesbanco may not recover its amortized cost in the bond if it was purchased at a premium. Credit risks are also
prevalent when downgrades of credit ratings are issued by maja or credit rating agencies, which are caused by creditworthiness issues of both bond
insurers and the municipality itself.ff Credit rating downgrades to a non-investment grade level may forff ce Wesbanco to sell a municipal bond at a
io
price where amortized cost may not be recovered. Rising interest rates could also cause the current market values of our municipal bond portfolff
to decline as they all have a fiff xed interest component. Any of the above
defaff ult risks, early redemption risks and credit risks could cause Wesbanco
to take impairment charges, which could be signififf cant, that would negatively impact earnings.

RISKS RELATED TO THE BUSINESS OF BANKING

CUSTOMERS MAY DEFAULT ON THE REPAYMENT OF LOANS, WHICH COULD SIGNIFICANTLY IMPACT RESULTS OF
OPERARR TIONS THROUGH INCREASES IN THE PROVISION AND ALLOWANCE FOR CREDIT LOSSES.

The Bank’s customers may defaff ult on the repayment of loans, which may negatively impact Wesbanco’s earnings dud e to loss of princnn ipal
and interest income. Increased operating expenses may result frff om the allocation of management time and resources to the collection and work-
out of the loan. Collection effff orff
causing Wesbanco to write offff the loan or repossess the collateral securing the
loan, which may or may not exceed the balance of the loan.

ts may or may not be successfulff

HIGHER FDIC DEPOSIT INSURARR NCE PREMIUMS AND ASSESSMENTS COULD ADVERSELY AFFECT WESBANCO’S
FINANCIAL CONDITION.

Since crossing over $10 billion in total assets in 2018, Wesbanco Bank’s FDIC insurance premiums have increased due to a higher
assessment rate based on a more complex calculation that includes Wesbanco Bank’s CAMELS ratings, its abia lity to withstand asset-related and
fundi
ther increase, it would negatively impact
ff
Wesbanco’s earnings.

ng-related stress and potential loss severity of its assets. If premium assessment rates were to furff

RISKS RELATED TO ESTIMATES AND ASSUMPTIONS

CECL COULD RESULT IN SIGNIFICANT VOLATILITY OF THE ESTIMATION OF CREDIT LOSSES AND MAY HAVE A
MATERIAL IMPACT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERARR TIONS.

In September 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update, ASU 2016-13 (Topic 326),
ents,” which was adopted by Wesbanco as of Januaryrr 1, 2020 and replaced the foff rmer
“Measurement of Credit Losses on Financial Instrumrr
recognizing credit losses with an “expected loss” model refeff rred to as the CECL model. Under the CECL model, we
“incurred loss” model forff
ity debt securities, at
are required to present certain fiff nancial assets carried at amortized cost, such as loans held forff
the net amount expected to be collected. The allowance forff
credit losses under CECL is calculated utilizing the PD / LGD, which is then
discounted to net present value. PD is the probaba ility the asset will defaff ult within a given time frff ame and LGD is the percentage of the asset not
expected to be collected due to defaff ult. The primaryrr macroeconomic drivers of the quantitative model include forff ecasts of national unemployment
and interest rates, as well as modeling adjustments forff
io mix, concentrations and loan
credit losses. Any material increase in our
growth. Any changes in the model inputs may create more volatility in the level of our allowance forff
credit losses could adversely
credit losses or expenses incurred to determine the appr
level of allowance forff
affff eff ct our business, fiff nancial condition and results of operations.

changes in prepayment speeds, loan risk grades, portfolff

opriate level of the allowance forff

investment and held-to-maturt

Wesbanco’s regulatoryrr agencies (FDIC and WVDIF forff Wesbanco Bank, Inc. and the Federal Reserve forff Wesbanco, Inc.) periodically
credit losses. The regulatoryr agencies’ interprrr etations may diffff eff r frff om Wesbanco’s interprrr etations. These diffff eff rences

review the allowance forff
could negatively impact Wesbanco’s results of operations or fiff nancial position.

WESBANCO MAY BE REQUIRED TO WRITE DOWN GOODWILL AND OTHER INTANGIBLE ASSETS, CAUSING ITS
FINANCIAL CONDITION AND RESULTS TO BE NEGATIVELY AFFECTED.

When Wesbanco acquires a business, a portion of the purchase price of the acquisition is allocated to goodwill and other identififf aba le
intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is determined by the excess of the
purchase price over the net identififf abla e assets acquired. Wesbanco’s goodwill was appr
oximately $1.1 billion or 45% and $1.1 billion or 41% of
stockholders’ equity as of December 31, 2022 and 2021, respectively. Under current accounting standards, if Wesbanco determines that goodwill

or intangible assets are impaired, it is required to write down the carryir ng value of these assets. Wesbanco conducts an annual review to determine
whether goodwill and other identififf abla e intangible assets are impaired. Wesbanco completed such an impairment analysis in late 2022 and
concluded that no impairment charge was necessaryr
the year ended December 31, 2022. Wesbanco cannot provide assurance that it will not
be required to take an impairment charge in the futff urt e. Any impairment charge would have a negative effff eff ct on its shareholders’ equity and
fiff nancial results and may cause a decline in our stock price.

forff

OPERARR TIONAL RISKS

DUE TO INCREASED COMPETITION, WESBANCO MAY NOT BE ABLE TO ATTRARR CT AND RETAIN BANKING
CUSTOMERS AT CURRENT LEVELS.

Wesbanco operates in a highly competitive banking and fiff nancial indud stryr

that could become even more competitive as a result of

legislative, regulatoryr and technological changes. Wesbanco faff ces banking competition in all the markets it serves frff om the folff

lowing:

•

local, regional and national banks;

savings and loans;

internet banks;

credit unions;

payday lenders and money services businesses;

fiff nance companies;

online trading and robo-advisors;

fiff nancial technology companies and other non-bank lenders; and

brokerage fiff rms serving Wesbanco’s market areas.

ocurrency, which may cause current and potential customers to choose those institutt

In particular, Wesbanco’s competitors include several maja or national fiff nancial companies whose greater resources may affff orff d them a
marketpt lace advantage by enaba ling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns.
ions may have products and services not offff eff red by Wesbanco such as new payment system
Additionally, banks and other fiff nancial institutt
technologies and crypt
ions. Areas of competition include
ts to obtain deposits and range and quality of services provided. Competitively priced deposits frff om
interest rates forff
other banks may cause a loss of deposits to be replaced by more expensive wholesale fundi
ng. Wesbanco also faff ces competition frff om fiff nancial
technology (“FinTech”) companies, who may more effff iff ciently underwrite and close small business and consumer loans as well as more quickly
and effff iff ciently open deposit accounts. In addition to providing products and services traditionally offff eff red by banks, some FinTech companies
bank intermediaries. This could result in the loss of revenue frff om
allow customers to complete fiff nancial transactions without the need forff
transaction feff es and feff wer customer accounts. If Wesbanco is unabla e to attract new and retain current customers, loan and deposit growth could
decrease, causing Wesbanco’s results of operations and fiff nancial condition to be negatively impacted.

loans and deposits, effff orff

WESBANCO MAY NOT BE ABLE TO EXPAND ITS TRUST AND INVESTMENT SERVR ICES SEGMENT AND RETAIN ITS
CURRENT CUSTOMERS.

Wesbanco may not be abla e to attract new and retain current investment management clients due to competition frff om the folff

lowing:

•

commercial banks and trusrr

t companies;

mutuat

l fundff

companies;

investment advisoryrr

fiff rms;

law fiff rms;

brokerage fiff rms; and

other fiff nancial services companies.

Its abia lity to successfulff

ly attract and retain investment management clients is dependent upon its abia lity to compete with competitors’
investment products, level of investment perforff mance, client services and marketing and distribution capaa bia lities. Due to changes in economic
t and investment services segment may be negatively impacted by the fiff nancial markets in which
conditions, the perforff mance of the trusrr
investment clients’ assets are invested, causing clients to seek other alternative investment options. If Wesbanco is not successfulff
, its results frff om
operations and fiff nancial position may be negatively impacted.

FUTURE EXPANSION BY WESBANCO MAY ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF
OPERARR TIONS AS WELL AS DILUTE THE INTERESTS OF OUR SHAREHOLDERS AND NEGATIVELY AFFECT THE PRICE
OF OUR COMMON STOCK.

Wesbanco may acquire other fiff nancial institut tions, or branches or assets of other fiff nancial institut tions, in the fuff tut re. Wesbanco may also
open new branches and enter into new lines of business or offff eff r new products or services. Any such expansion of our business will involve a
number of expenses and risks, which may include:

•

the time and expense associated with identifyiff ng and evaluating potential expansions;

the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to
target institutt

ions;

the time and costs of evaluating new markets, hiring local management and opening new offff iff ces, and the delay between commencing
these activities and the generation of profiff ts frff om the expansion;

the risk we could discover undisclosed liabia lities resulting frff om any acquisitions forff which we may become responsible;

our fiff nancing of the expansion;

the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and personnel of the
combining businesses;

entryr

into unfaff miliar markets;

the introduction of new products and services into our existing business;

the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effff eff cts on our
results of operations;

the risk that benefiff ts such as enhanced earnings that we anticipate frff om any new acquisitions may not develop and futff urt e results of
the combined companies may be materially lower frff om those estimated; and

the risk of loss of key employees and customers.

We can give no assurance that integration effff orff

ly integrate futff urt e
acquisitions could have a material adverse effff eff ct on our business, fiff nancial condition or results of operations. In addition, we may issue equity
securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders.

any futff urt e acquisitions will be successfulff

. Our inabia lity to successfulff

ts forff

No assurance can be given that Wesbanco will be successfulff

. The risks associated with entering
into a new market and any inaba ility to overcome these risks could have a material adverse effff eff ct on our business, fiff nancial condition or results
of operations.

overcoming the risks as disclosed above

SUITABLE ACQUISITION OPPORTUNITIES MAY NOT BE AVAILABLE TO WESBANCO IN THE FUTURE.

Wesbanco continually evaluates opportuni

ty to make
suitabla e acquisitions on faff vorabla e terms in the futff urt e, which could negatively impact the growth of its business. Wesbanco expects that other
banking and fiff nancial companies, many of which have signififf cantly greater resources, will compete to acquire compatible businesses. This
acquisitions that Wesbanco would likely pursue, and its competitors may have greater resources than it
competition could increase prices forff
does. Also, acquisitions of regulated businesses such as banks are subject to various regulatoryr appr
ovals. If Wesbanco faff ils to receive the
a
appr

ovals, it will not be abla e to consummate an acquisition that it believes is in its best interests.

ties to acquire other businesses. However, Wesbanco may not have the opportuni

opriate regulatoryr appr

WESBANCO IS EXPOSED TO OPERARR TIONAL RISK THAT COULD ADVERSELY IMPACT THE COMPANY.

Wesbanco is exposed to multiple types of operational risk, including reputational risk, legal and compliance risk, the risk of frff aud or theftff
tions. Wesbanco’s business is
by employees or outsiders, clerical or record-keeping errors and computer or telecommunications systems malfunc
dependent on the abia lity to process a large number of increasingly complex transactions. Wesbanco could be materially and adversely affff eff cted if
employees, clients, counterparr
rties or other third parties caused an operational breakdown or faff ilure, as a result of either human error, frff audud lent
manipulation or purpos

damage to any of our operations or systems.

efulff

LOSS OF KEY EMPLOYEES COULD IMPACT GROWTH AND EARNINGS AND MAY HAVE AN ADVERSE IMPACT ON
BUSINESS.

Our operating results and abia lity to adequately manage our growth are highly dependent on the services, managerial abia lities and
perforff mance of our key employees, including executive offff iff cers and senior management. Our success depends upon our abia lity to attract and
retain highly skilled and qualififf ed management, loan origination, fiff nance, administrative, marketing and technical personnel and upon the
continued contributions of management personnel. The loss of services, or the inabia lity to successfulff
ly complete planned or unplanned transitions
of key personnel appr
oaching normal retirement age, could have an adverse impact on Wesbanco’s business, operating results and fiff nancial
condition because of their skills, knowledge of the local markets, years of industryr experience and the diffff iff culty of promptly fiff nding qualififf ed
replacement personnel.
te the
Filling open
challenges of attracting and retaining talented and diverse employees as job markets may be less constrained by physical geography.
positions is also challenging in this environment and may adversely impact our business segments.

In addition, the transition to increased work-frff om-home (remote or hybrid work environments) may exacerbar

LIMITED AVAILABILITY OF BORROWINGS AND LIQUIDITY FROM THE FEDERARR L HOME LOAN BANK SYSTEM AND
OTHER SOURCES COULD NEGATIVELY IMPACT EARNINGS.

Wesbanco Bank is currently a member bank of the Federal Home Loan Bank (“FHLB”) of Pittsburgh. Membership in this system of quasi-
governmental, regional home-loan oriented agency banks allows us to participate in various programs offff eff red by the FHLB. We borrrr ow fuff nds
frff om the FHLB, which are secured by a blanket lien on certain residential and commercial mortgage loans, and if appl
icabla e, investment securities
with collateral values in excess of the outstanding balances. Futurt e earnings shortfaff lls and minimum capia tal requirements of the FHLB may
to secure borrowings and limit the borrowings extended to their member banks, as well as require additional
impact the collateral necessaryrr
capia tal contributions by member banks. The FHLB’s rating assigned to Wesbanco Bank may also negatively impact the amount of termrr
collateral
and other conditions imposed by the FHLB upon Wesbanco Bank. Should these situat
tions occur, Wesbanco’s short-term liquidity needs could
be negatively impacted. If Wesbanco was restricted frff om using FHLB advances due to weakness in the system or with the FHLB of Pittsburgh,
Wesbanco may be forff ced to fiff nd alternative fundi
ng sources,
revenues may not increase proportionately to cover these costs, which would adversely affff eff ct Wesbanco’s results of operations and fiff nancial
position.

ng sources. If Wesbanco is required to rely more heavily on higher cost fundi

WESBANCO’S FINANCIAL CONDITION AND RESULTS OF OPERARR TIONS DEPEND ON THE SUCCESSFUL GROWTH OF ITS
SUBSIDIARIES.

Wesbanco’s primaryrr business activity foff r the forff eseeabla e futff urt e will be to act as the holding company of its banking and other subsidiaries.
Thereforff e, Wesbanco’s futff urt e profiff tabia lity will depend on the success and growth of these subsidiaries. In the futff urt e, part of Wesbanco’s growth
may come frff om buying other banks and buying or establa ishing other companies. Such entities may not be profiff tabla e aftff er they are purchased or
establa ished, and they may lose money or be dilutive to earnings per share, particularly forff
the fiff rst feff w years. A new bank or company may bring
with it unexpected liabia lities, bad loans, or poor employee relations, or the new bank or company may lose customers and the associated revenue.
Dilution of book and tangible book value may occur as a result of an acquisition that may not be earned back forff

several years, if at all.

WESBANCO MAY NEED TO RARR ISE CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN NEEDED
OR AT ACCEPTABLE TERMS.

Federal and state banking regulators require Wesbanco and its banking subsidiary,rr Wesbanco Bank, to maintain adequate levels of capia tal
to support its operations. In addition, in the futff urt e Wesbanco may need to raise additional capia tal to support its business or to fiff nance acquisitions,
if any, or Wesbanco may otherwise elect to raise additional capia tal in anticipation of futff urt e growth opportuni
ties. Since Wesbanco’s total assets
t
increased above
t prefeff rred securities are no longer included in the Tier 1 capa ital of the risk-
based capia tal guidelines; however, they are counted as Tier 2 capia tal.

$15 billion due to recent acquisitions, certain trusrr

Although Wesbanco successfulff

ly raised $150 million of Series A prefeff rred stock in 2020 and also issued $150 million of fiff xed-to-flff oating
subu ordinated debentut res in 2022, Wesbanco’s aba ility to raise additional Tier 1 or Tier 2 capa ital foff r parent company or banking subsidiaryr needs
will depend on conditions and interest rates at that time in the capia tal markets, overall economic conditions, Wesbanco’s fiff nancial perforff mance
and condition, and other faff ctors, many of which are outside our control. There is no assurance that, if needed, Wesbanco will be abla e to raise
additional equity or secured /uns
ecured debt that may count as Tier 1 or Tier 2 capia tal on faff vorabla e terms or at all. An inabia lity to raise additional
capia tal may have a material adverse effff eff ct on our abia lity to expand operations, and on our fiff nancial condition, results of operations and fuff tut re
prospects.

WESBANCO’S ABILITY TO MITIGATE RISK DEPENDS ON OUR ENTERPRISE RISK MANAGEMENT FRARR MEWORK.

tite statement and an enterprrr

Wesbanco has implemented a risk appe

and manage our risk
exposures while maintaining a safeff and sound banking organization. This frff amework is comprised of various processes, systems and strategies,
and is designed to manage the types of risk to which we are subject, including, among others, credit, legal and compliance, liquqq idity, market,
operational, reputational and strategic risks. Included in this frff amework are three independent lines of defeff nse, which allows Wesbanco to
effff eff ctively govern and manage risk. If our risk management frff amework is not effff eff ctive, Wesbanco could be exposed to unexpected losses and
become subject to regulatoryr consequences, as a result of which our business, fiff nancial condition, results of operations or prospects could be
materially adversely affff eff cted.

ise risk management frff amework to identifyff

RISKS RELATED TO THE USE OF TECHNOLOGY

INTERRUPTION TO OUR INFORMATION SYSTEMS OR BREACHES IN SECURITY COULD ADVERSELY AFFECT
WESBANCO’S OPERARR TIONS.

tions. Any faff ilure, interrupt

Wesbanco relies on inforff mation systems and communications forff

operating and monitoring all maja or aspects of business, as well as internal
management func
ions in the
Wesbanco customer relationship, management, general ledger, deposit, loan and other systems. While Wesbanco has policies, procedud res and
ion or security breach of its inforff mation systems,
technical safeff guards designed to prevent or limit the effff eff ct of any faff ilure, interrupt
-noted issues will
and also perforff ms testing of business continuity and disaster recoveryr plans, there can be no absa olute assurance that the above
not occur or, if they do occur, that they will be adequately addressed.

ion or breach in security of these systems could result in faff ilures or disrupt

ion, intrusrr

There have been effff orff

ts on the part of third parties to breach data security at various fiff nancial institutt

ions. The abia lity of our customers to
bank remotely, including online and through mobile devices, requires secure transmission of confiff dential inforff mation and increases the risk of
data security breaches. Because the techniques used to attack fiff nancial services company communications and inforff mation systems change
frff equently (and generally increase in sophistication), oftff en attacks are not recognized until launched against a target, may be supported by forff eign
governments or other well-fiff nanced entities, and may originate frff om less regulated and remote areas around the world, we may be unaba le to
ions in the
address these techniques in advance of attacks, including by implementing adequate preventative measures. Certain fiff nancial institutt
United States have also experienced attacks frff om technically sophisticated and well-resourced third parties that were intended to disrupt
normal
rr
business activities by making internet banking systems inaccessible to customers forff
extended periods. These “denial-of-ff service” attacks, if
attempted, would require substantial resources to defeff nd, and may affff eff ct customer satisfaff ction and behavior. Moreover, the development and
maintenance of preventative and detective measures is costly and requires ongoing monitoring and updating as technologies change and effff orff
ts
ts, the possibility of these events occurring cannot be eliminated.
to overcome security measures become more sophisticated. Despite our effff orff

Cyber-attacks on third party retailers or other business establa ishments that widely accept debit card or check payments could compromise
sensitive bank customer inforff mation, such as debit card and account numbers. Such an attack could result in signififf cant costs to the bank, such
as costs to reimburse customers, reissue debit cards and open new customer accounts.

ts to breach or disrupt

The occurrence of any such faff ilure, disrupt

ion or security breach of Wesbanco’s inforff mation systems, particularly if widespread or resulting
in fiff nancial losses to our customers, could damage Wesbanco’s reputation, result in a loss of customer business, subu jb ect Wesbanco to additional
iny, and expose Wesbanco to civil litigation and possible fiff nancial liabia lity. In addition, the prevalence of cyber-attacks and other
regulatoryr scrutrr
our systems has led, and will continue to lead, to costs to Wesbanco with respect to prevention and mitigation of these
effff orff
risks, as well as costs reimbursing customers forff
attacks or systems faff ilures at other large
fiff nancial institutt
ions, whether or not Wesbanco is included, could lead to a general loss of customer confiff dence in fiff nancial institut tions with a
potential negative impact on Wesbanco’s business, additional demands on the part of our regulators, and increased costs to deal with risks
identififf ed as a result of the problems affff eff cting others. The risks described aba ove could have a material effff eff ct on Wesbanco’s business, results of
operations and fiff nancial condition.

losses suffff eff red as a result of these actions. Successfulff

WESBANCO DEPENDS ON THIRD PARTIES FOR PROCESSING AND HANDLING OF COMPANY RECORDS AND DATA.

Wesbanco relies on softff ware developed by third party vendors to process various transactions. These transactions include, but are not
t record keeping, loan and deposit processing, merchant processing, and securities
limited to, general ledger, payroll, employee benefiff ts, trusrr
portfolff
io management. While Wesbanco perforff ms a review of controls institutt ed by the vendors over these programs in accordance with indud stryr
standards and perforff ms its own testing of user controls, Wesbanco must rely on the continued maintenance and improvement of these controls
by the third party, including safeff guards over the security of customer data. In addition, Wesbanco maintains backups of key processing output
daily in the event of a faff ilure on the part of any of these systems. Nonetheless, Wesbanco may incur a temporaryr disrupt
ion in its abia lity to
conduct its business or process its transactions or incur damage to its reputation if the third party vendor, or the third partytt vendor’s subcontractor,
faff ils to adequately maintain internal controls or institutt e necessaryr changes to systems. Such disrupt
ion or breach of security may have a material
adverse effff eff ct on Wesbanco’s business, fiff nancial condition, and results of operations.

FAILURE TO KEEP PACE WITH TECHNOLOGICAL CHANGE COULD ADVERSELY AFFECT WESBANCO’S RESULTS OF
OPERARR TIONS AND FINANCIAL CONDITION.

The fiff nancial services industryr

is continually undergoing rapia d technological change with frff equent introductions of new technology-driven
products and services. The effff eff ctive use of technology increases effff iff ciency and enabla es fiff nancial institutt
ions to better serve customers and to
reduce costs. Wesbanco’s futff urt e success depends, in part, upon its abia lity to address customer needs by using technology to provide products
and services that will satisfyff customer demands, as well as to create additional effff iff ciencies in Wesbanco’s operations, which was done in 2021
as Wesbanco completed its core banking softff ware conversion. The adoption of new technologies by competitors, including internet banking
services, mobile appl
ocurrencies could require Wesbanco to make additional substantial
investments to modifyff or adapta
the existing products and services or even radically alter the way Wesbanco conducts business. These and other
capia tal investments in the Company's business may not produce expected growth in earnings anticipated at the time of the expenditurt e. Wesbanco
also may not be abla e to effff eff ctively implement new technology-driven products and services or be successfulff
in marketing these products and
services to its customers. Failure to successfulff
ly keep pace with technological change affff eff cting the fiff nancial services industrtt yr could negatively
affff eff ct Wesbanco’s growth, revenue, and profiff t.

ications, advanced ATM func

tionality and crypt

LIQUIDITY AND CAPITAL RISKS

WESBANCO HAS OUTSTANDING SECURITIES SENIOR TO OUR COMMON STOCK WHICH COULD LIMIT OUR ABILITY
TO PAY DIVIDENDS ON THE COMMON STOCK.

l dividends forff

the equivalent of six or more dividend payments, whether or not forff

Wesbanco has outstanding Series A Prefeff rred Stock that is senior to our common stock and could adversely affff eff ct our abia lity to declare or
pay dividends or distributions on our common stock. The terms of the prefeff rred stock offff eff ring prohibits us frff om declaring or paying dividends
or making distributions on our common stock unless the fulff
the most recently completed dividend period have been declared and
payment, on all outstanding shares of Series A Prefeff rred Stock. Whenever dividends on any shares of Series A Prefeff rred
paid, or set aside forff
Stock have not been declared and paid forff
consecutive dividend periods (a
“Nonpayment Event”), the holders of Series A Prefeff rred Stock, voting together as a class with holders of any and all other series of voting
prefeff rred stock then outstanding would be entitled to vote forff
the election of a total of two additional members of our board of directors (the
“Prefeff rred Stock Directors”), provided that our board of directors shall at no time include more than two Prefeff rred Stock Directors and that the
election of any Prefeff rred Stock Directors shall not cause us to violate the corpor
ate governance requirements of the Nasdaq Stock Market (or any
other exchange on which our securities may be listed) including the requirements that listed companies must have a maja ority of independent
directors. In the event that the holders of the Series A Prefeff rred Stock and other holders of voting prefeff rred stock are entitled to vote forff
the
election of the Prefeff rred Stock Directors folff
lowing a Nonpayment Event, the number of directors on our board of directors shall automatically
increase by two, and the new directors shall be elected at a special meeting called at the request of the holders of record of at least 20% of the
Series A Prefeff rred Stock or of any other series of voting prefeff rred stock (unless such request is received less than 90 days beforff e the date fiff xed
foff r the next annual or special meeting of the shareholders, in which event such election shall be held only at such next annual or special meeting
of shareholders), and at each subsequent annual meeting. These voting rights will continue until dividends on the shares of Series A Prefeff rred
lowing the Nonpayment Event shall have
Stock and any such series of voting prefeff rred stock forff
been fulff

the payment of such dividends shall have been set aside forff

ly paid (or declared and a sum suffff iff cient forff

consecutive dividend periods folff

at least four

payment).

WESBANCO’S ABILITY TO PAY DIVIDENDS IS LIMITED, AND COMMON STOCK DIVIDENDS MAY HAVE TO BE
REDUCED OR ELIMINATED.

Subject to restrictions described in the previous risk faff ctor, holders of shares of Wesbanco’s common stock are entitled to dividends if,ff
when, and as declared by Wesbanco’s Board of Directors out of funds
e. Although the Board of Directors has
declared and increased shareholder dividends in the past, the current abia lity to pay such dividends is largely dependent upon tht e receipt of
dividends frff om the Bank. Federal and state laws impose restrictions on the abia lity of the Bank to pay dividends, which restrictions are more fuff lly
described in “Item 1. Business—Payment of Dividends.” In general, fuff tut re dividend policy is subu jb ect to the discretion of the Board of Directors
and will depend upon a number of faff ctors, including Wesbanco’s and the Bank’s futff urt e earnings, liquidity and capia tal requirements, regulatoryr
constraints and fiff nancial condition.

legally availabla e forff

that purpos

VOLATILITY IN THE PRICE AND VOLUME OF OUR STOCK MAY BE UNFAVORARR BLE.

The market price of our common stock can be volatile and could be subject to wide flff uctuat

tions in price in response to various faff ctors,

some of which are beyond our control. Some of these faff ctors include, without limitation:

•

prevailing market conditions;

our fiff nancial and operating results;

estimates of our business potential and earnings prospects;

an overall assessment of our management;

changes in interest rates;

business interrupt

ions, such as may result frff om naturt al disasters, health concerns such as the coronavirusrr

or other events;

our perforff mance relative to our peers;

market demand forff

our shares;

perceptions of the banking industryr

in general;

political inflff uences on investor sentiment; and

consumer confiff dence.

At times, the stock markets, including the Nasdaq Stock Market, on which our common stock is listed, may experience signififf cant price
tions. As a result, the market price of our common stock is likely to be similarly volatile and investors in our common stock

and volume flff uctuat
may experience a decrease in the value of their shares, including decreases unrelated to our operating perforff mance or prospects.

In addition, folff

lowing periods of volatility in the overall market and the market price of a company’s securities, securities class action
litigation has oftff en been institutt ed against companies. This litigation, if institutt ed against us, could result in substantial costs and a diversion of
our management’s attention and resources.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Wesbanco’s subsidiaries generally own their respective offff iff ces, related faff cilities and any unimproved real property held forff
fuff tut re
expansion. At December 31, 2022, Wesbanco operated 194 banking offff iff ces in West Virginia, Ohio, western Pennsylvania, Kentuct ky, southernr
Indiana and Marylr and, of which 141 were owned and 53 were leased. Wesbanco also operated ten loan production offff iff ces leased in West Virginia,
Ohio, western Pennsylvania, Marylr and, Indiana, Tennessee and northern Virginia. These leases expire at various dates through Januaryr 2062 and
generally include options to renew. The Bank also owns several regional headquarters buildings in various markets, most of which also house a
banking offff iff ce and/or certain back offff iff ce func

tions.

oximately 100,000 square feff et and serves as the main offff iff ce forff

The main offff iff ce of Wesbanco is located at 1 Bank Plaza, Wheeling, West Virginia, in a building owned by the Bank. The building contains
t and investment
a
appr
services segment, as well as its executive offff iff ces. The Bank’s maja or back offff iff ce operations currently occupy appr
oximately 90% of the space
availabla e in an offff iff ce building connected via sky-bridge to the main offff iff ce. This adjacent back offff iff ce building is owned by Wesbanco Properties,
Inc., a subsidiaryrr of Wesbanco, with the remainder of the building leased to unrelated businesses.

both Wesbanco’s community banking segment and its trusrr

At various building locations, Wesbanco rents or makes availabla e commercial offff iff ce space to unrelated businesses. Rental income totaled
$1.7 million, $1.8 million and $1.8 million in 2022, 2021 and 2020, respectively. For additional disclosures related to Wesbanco’s properties,
other fiff xed assets and leases, please refeff r to Note 5, “Premises and Equipment” in the Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS

Wesbanco is also involved in lawsuits, claims, investigations and proceedings, which arise in the ordinaryr course of business. While any
litigation contains an element of uncertainty, Wesbanco does not believe that a material loss related to such proceedings or claims pending or
known to be threatened is reasonabla y possible.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicabla e.

ITEM 5. MARKET FOR THE REGISTRARR NT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

PART II

Wesbanco’s common stock is quoted on the Nasdaq Global Select Stock Market under the symbol WSBC. The appr

oximate number of
ryrr 15, 2023 was 7,181. The number of holders does not include
record holders of Wesbanco’s $2.0833 par value common stock as of Februarr
Wesbanco employees who have purchased stock or had stock allocated to them through Wesbanco’s Employee Stock Ownership and 401(k)
plan (the “KSOP”). All Wesbanco employees who meet the eligibility requirements of the KSOP are included in this retirement plan.

3.2 million shares. This plan provides forff

As of December 31, 2022, Wesbanco had one active stock repurchase plan which was appr
general corpor

ryrr 24,
es, which may include a subu sequent
2022 forff
resource forff
potential acquisitions, shareholder dividend reinvestment and/or employee benefiff t plans. The timing, price and quantity of purchases
are at the discretion of Wesbanco, and the plan may be discontinued or suspended at any time. The plan has 1,184,601 shares remaining foff r
repurchase.

oved by the Board of Directors on Februarr
ate purpos

shares to be repurchased forff

a
rr

Repurchases in the four

th quarter included open market purchases and those forff

the KSOP and dividend reinvestment plans.

Certain inforff mation relating to securities authorized forff

th under the heading “Equity
Compensation Plan Inforff mation” in Part III, “Item 12. Security Ownership of Certain Benefiff cial Owners and Management and Related
Stockholder Matters.”

issuance under equity compensation plans is set forff

The folff

lowing tabla e shows the activity in Wesbanco’s stock repurchase plan and other purchases forff

the quarter ended December 31, 2022:

PePP riod
Balance at September 30, 2022 ..........................................................

Total Number
of Shares
Purchased (1)

Average Price
Paid per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
(2)

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans

1,341,234

October 1, 2022 to October 31, 2022 .................................................
November 1, 2022 to November 30, 2022 .........................................
December 1, 2022 to December 31, 2022 ..........................................
Total ...............................................................................................

184,177
1,148
1,035
186,360

35.08
40.26
37.68
35.13

156,633
—
—
156,633

1,184,601
1,184,601
1,184,601
1,184,601

general corpor

ate purpos

es.

(1)
(2)

Total shares purchased consist of open market purchases in the KSOP and dividend reinvestment plans and open market purchases forff
rr
Represents only open market repurchases forff

general corpor

ate purpos

es.

The folff

lowing grapha

shows a comparison of cumulative total shareholder returt ns forff Wesbanco, the RusRR sell 2000 Index and the S&P
Index. The total shareholder returt n assumes a $100 investment in the common stock of Wesbanco and each index

Regional Banks Select Industryr
since December 31, 2017 with reinvestment of dividends.

Total Return Performance

WesBanco, Inc.

Russell 2000 Index

S&P Regional Banks Select Industry Index

200

150

100

e
u
l
a
V
x
e
d
n

50
12/31/17

12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

InII dedd xee
Wesbanco, Inc.............................................................
RusRR sell 2000................................................................
Index ...............
S&P Regional Banks Select Industryr

December 31,
2017
100.00
100.00
100.00

December 31,
2018

December 31,
2019

December 31,
2020

December 31,
2021

December 31,
2022

92.61
88.99
81.23

98.67
111.70
103.68

82.44
134.00
96.33

99.98
153.85
134.76

109.86
122.41
114.88

Period Ending

ITEM 6. [RESERVR ED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERARR TIONS

Management’s Discussion and Analysis ("MD&A) represents an overview of the results of operations and fiff nancial condition of Wesbanco.
This discussion and analysis should be read in conjn unction with the Consolidated Financial Statements and Notes thereto. This section generally
discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons
between 2021 and 2020 that are not included in this Form 10-K can be found
in “Management’s Discussion and Analysis of Financial Condition
ff
and Results of Operations” in Part II, Item 7 of Wesbanco’s Annual Report on Form 10-K foff r the fiff scal year ended December 31, 2021, as fiff led
with the SEC on Februarr

ryr 28, 2022.

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 safeff harbor
provisions of the Private Securities Litigation Reforff m Act of 1995. The inforff mation contained in
this report should be read in conjn unction with Wesbanco’s Form 10-Qs foff r the prior quarters ended March 31, June 30 and September 30, 2022,
respectively, and documents subsequently fiff led by Wesbanco which are availabla e at the SEC’s website, www.sec.gov or at Wesbanco’s website,
www.wesbanco.com. Investors are cautioned that forff ward-looking statements, which are not historical faff ct, involve risks and uncertainties,
including those detailed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. Such statements are subject to important
faff ctors that could cause actuat
l results to diffff eff r materially frff om those contemplated by such statements, including, without limitation, the effff eff cts
of changing regional and national economic conditions, changes in interest rates, spreads on earning assets and interest-bearing liabia lities, and
associated interest rate sensitivity; sources of liquidity availabla e to Wesbanco and its related subsidiaryr operations; potential futff urt e credit losses
and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve, the
FDIC, the SEC, FINRARR , the Municipal Securities RulRR emaking Board, the SIPC, and other regulatoryrr bodies; potential legislative and feff deral and
state regulatoryr actions and reforff m, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of
feff deral and state courts; frff aud, scams and schemes of third parties; cyber security breaches; competitive conditions in the fiff nancial services
ents and corresponding impact on faff ir value
industry;rr
adjustments; and/or other external developments materially impacting Wesbanco’s operational and fiff nancial perforff mance. Wesbanco does not
assume any duty to update forff ward-looking statements.

rapia dly changing technology affff eff cting fiff nancial services; marketabia lity of debt instrumrr

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Wesbanco’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP and folff

low general practices within the
industries in which it operates. Application of these principles requires management to make estimates, assumptions and judgments that affff eff ct
the amounts reported in the fiff nancial statements and accompanying notes. These estimates, assumptions and judgments are based on inforff mation
availabla e as of the date of the fiff nancial statements; accordingly, as this inforff mation changes, the fiff nancial statements could reflff ect diffff eff rent
estimates, assumptions and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments
and as such have a greater possibility of producing results that could be materially diffff eff rent than originally reported.

The most signififf cant accounting policies folff

lowed by Wesbanco are included in Note 1, “Summaryr of Signififf cant Accounting Policies,” of
the Consolidated Financial Statements. These policies, along with other Notes to the Consolidated Financial Statements and this MD&A, provide
inforff mation on how signififf cant assets and liabia lities are valued in the fiff nancial statements and how those values are determined. Management has
identififf ed the allowance foff r credit losses, the evaluation of goodwill and other intangible assets foff r impairment and business combinations to be
the accounting estimates that require the most subjective or complex judgments, and as such could be most subject to revision as new inforff mation
becomes availaba le.

Allowance forff Credit Losses— Under CECL, acquired loans or pools of loans that have experienced more-than-insignififf cant credit
deterioration are deemed to be purchased credit-deteriorated (“PCD”) loans, and are grossed-up on day 1 by the initial credit estimate through
the allowance as opposed to a reduction in the loan’s amortized cost. The credit mark on acquired loans deemed not to be PCD loans are reflff ected
as a reduction in the loan’s amortized cost, with an allowance and corresponding provision forff
credit losses recorded in the fiff rst reporting period
aftff er acquisition through current period earnings, while the loan mark will accrete through interest income over the lifeff of such loans. At
acquisition, Wesbanco will consider several faff ctors as indicators that an acquired loan or pool of loans has experienced more-than-insignififf cant
credit deterioration. These faff ctors may include, but are not limited to, loans 30 days or more past dudd e, loans with an internal risk grade of below
average or lower, loans classififf ed as non-accruarr
ion, materiality of the credit and loans that have been previously modififf ed
in a TDR. Upon adoption of this standard, acquired loans frff om prior acquisitions that met the guidelines under ASC 310-30 (forff merly known as
“purchased credit-impaired”) were reclassififf ed as PCD loans. The accretabla e portion of the loan mark as of adoption date continuen s to accrete
into interest income. However, the non-accretabla e portion of the loan mark was added to the allowance upon adoption, and any reversals of such
mark will flff ow through the allowance in futff urt e periods. The loan mark on ASC 310-20 loans (“non-purchased credit-impaired”) frff om prior
acquisitions continues to accrete through interest income over the lifeff of such loans.

l by the acquired institutt

Aftff er the forff ecast period, Wesbanco reverts back to historical loss rates forff

prepayments and
curtailments, to estimate losses over the remaining lifeff of loans. The most sensitive assumptions include the length of the foff recast and reversion

a period of up to three years, adjusting forff

periods, forff ecast of unemployment and interest rate spreads and prepayment speeds. See Note 4, “Loans and Allowance forff Credit Losses” forff
furff

ther detail.

ff
unfunde

The allowance foff r credit losses specififf c to loans redud ces the loan portfoff lio to the net amount expected to be collected, representing the
lifeff time expected credit losses at the initial origination date. Similarly, an allowance foff r unfuff nded loan commitments, which is recorded in other
credit losses specififf c to loans, the allowance
liabia lities, represents expected losses on unfunde
credit losses on the
forff
consolidated statement of operations. The allowance incorpor
ies a reversion methodology beyond the
reasonabla e and supportabla e forff ecast. The allowance is increased by a provision charged to operating expense and reduced by charge-offff sff , net of
recoveries. Management evaluates the apa propriateness of the allowance at least quarterly. This evaluation is inherently subu jb ective as it requires
material estimates that may be susceptible to signififf cant change frff om period to period.

ity debt securities are recognized in the provision forff

d loan commitments, and the allowance forff

ates forff ward-looking inforff mation and appl

held-to-maturt
rr

tions in the allowance forff

d commitments. Fluctuat

The allowance forff

credit loss calculation specififf c to loans is based on the loan’s amortized cost basis, which is comprised of the unpaid
principal balance of the loan, defeff rred loan feff es (costs) and acquired premium (discount) minus any write-downs. Wesbanco made an accounting
credit losses, because the Company has a robust policy in
policy election to exclude accruerr d interest frff om the measurement of the allowance forff
l, and also made an accounting policy election to reverse
place to reverse or write-offff accruerr d interest when the loan is placed on non-accruarr
accruerr d interest deemed uncollectible as a reversal of interest income. However, Wesbanco is reserving, as part of the allowance forff
credit losses,
forff

accruerr d interest on loan modififf cations under the CARES Act due to the natut re and timing of these defeff rrals.

The allowance forff

credit losses specififf c to loans reflff ects the risk of loss in the loan portfolff

io into pools of similar risk characteristics. The Company utilizes the PD / LGD appr

opriately measure expected credit losses,
oach to calculate
a
management disaggregates the loan portfolff
the expected loss forff
each segment, which is then discounted to net present value. PD is the probabia lity the asset will defaff ult within a given
timefrff ame and LGD is the percentage of the assets not expected to be collected due to defaff ult. The primaryr macroeconomic drivers of the
quantitative model include forff ecasts of national unemployment and interest rate spreads. Management relies on macroeconomic foff recasts
obtained frff om various reputabla e sources, which may include the Federal Open Market Committee forff ecast and other third party forff ecasts frff om
well recognized, leading economists. These forff ecasts can range frff om one to two years, depending upon the faff cts and circumstances of the current
state of the economy, portfolff
io segment and management’s judgement of what can be reasonabla y supported. The model reversion period ranges
frff om immediate to up to three years.

io. To appr

ity date. For commercial and industrial (“C&I”) revolving loans with no stated maturt

The allowance foff r credit losses specififf c to loans is calculated over the loan’s contractut al lifeff . For term loans, the contractut al lifeff is calculated
is calculated
based on the maturt
itytt date or a defaff ult
l lifeff
based on the internal review date. For all other revolving loans, the contractuat
date. The contractuat
l term does not include any expected extensions, renewals or modififf cations unless management has a reasonaba le expectation
as of the reporting period that Wesbanco will execute a TDR with the borrower. Management assumes a loan will become a TDR if a loan has
maturt ed, has a principal balance, and has previously been partially charged-offff .ff This assumption extends the maturt
ity of these loans to six months
beyond their respective maturt

is based on either the estimated maturt

ity date, the contractuat

ity dates.

l lifeff

Contractuat

l terms are adjusted forff

“prepayment” rate. When Wesbanco has a specififf c expectation of diffff eff ring payment behavior forff
individually. For revolving loans that do not have a principal payment schedule, a curtailment rate is faff ctored into the cash flff ow.

estimated prepayments to arrive at expected cash flff ows. Wesbanco models term loans with an annualized
a given loan, the loan may be evaluated

The evaluation also considers qualitative faff ctors such as economic trends and conditions, which includes levels of regional unemployment,
cal markets, changes in lending policies and underwriting standards,
real estate values and the impact on specififf c industries and geographi
delinquency and other credit quality trends, concentrations of credit risk, if any, volume of activity, changes in lending staffff ,ff type of collateral
and the results of internal loan reviews and examinations by bank regulatoryr agencies. Management relies on observabla e data frff om internal and
external sources to the extent it is availabla e to evaluate each of these faff ctors and adjusts the actuat
l historical loss rates to reflff ect the impact these
faff ctors may have on probabla e losses in the portfolff

io.

Commercial loans, including commercial real estate (“CRE”) and C&I, are individud ally-evaluated if they have unique characteristics.
such loans based on the net present value of expected futff urt e cash flff ows of the loan or the

opriate forff

Specififf c reserves are establa ished when appr
estimated realizabla e value of the collateral, if any.

Goodwill and Other Intangible Assets— Wesbanco accounts forff

business combinations using the acquisition method of accounting.
Accordingly, the identififf abla e assets acquired, the liabia lities assumed, and any non-controlling interest of an acquired business are recorded at
their estimated faff ir values as of the date of acquisition with any excess of the cost of the acquisition over the faff ir value recorded as goodwill.
Other intangible assets represent purchased assets that lack physical subu stance but can be distinguished frff om goodwill because of contractuat
l or
other legal rights or because the asset is capa aba le of being sold or exchanged either on its own or in combination with a related contract, asset, or
liabia lity.

Goodwill is not amortized but is evaluated forff

impairment annually, or more oftff en if events or circumstances indicate it may be impaired.
Finite-lived intangible assets, which consist primarily of core deposit and customer list intangibles (long-term customer-relationship intangible
assets) are amortized using straight-line and accelerated methods over their weighted-average estimated usefuff l lives, ranging frff om ten to sixteen
years in total, and are tested forff
impairment whenever events or circumstances indicate that their carryirr ng amount may not be recoveraba le. Non-
compete agreements are recognized in other assets on the balance sheet and are amortized on a straight-line basis over the lifeff of the respective
agreements, ranging frff om one to four

years.

Wesbanco evaluates goodwill forff

impairment by determining if the faff ir value is greater than the carryir ng value of its reporting units.
Wesbanco uses market capia talization, multiples of tangible book value, a discounted cash flff ow model, and various other market-based methods
to estimate the current faff ir value of its reporting units. In particular, the discounted cash flff ow model includes various assumptm ions regarding an
investor’s required rate of retut rn on Wesbanco common stock, fuff tut re loan loss provisions, fuff tut re market spreads and net interest margins, along
with various growth and economic recoveryrr and stabia lization assumptions of the economy as a whole. The resulting faff ir values of each method
are then weighted based on the relevance and reliabia lity of each respective method in light of the current economic environment to arrive at a
weighted average faff ir value. The evaluation also considered macroeconomic conditions such as the general economic outlook, regional and
national unemployment rates, and recent trends in equity and credit markets. Additionally, industryr and market considerations, such as market-
dependent multiples and metrics relative to peers, were evaluated. Wesbanco also considered recent trends in credit quality, overall fiff nancial
perforff mance, stock price appr
eciation, internal forff ecasts and various other market-based methods to estimate the current faff ir value of its reporting
units. Since adopting ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350)”, the impairment charge is based on the excess of a reporting
unit’s carryir ng amount over its faff ir value.

Intangible assets with fiff nite usefulff

impairment whenever events or changes in circumstances indicate that their
carryirr ng amount may not be recoverabla e. An impairment loss is recognized when the carryirr ng amount of an intangible asset with a fiff nite usefuff l
lifeff
is not recoverabla e frff om its undiscounted cash flff ows and is measured as the diffff eff rence between the carryir ng amount and the faff ir value of the
asset. Wesbanco does not have any indefiff nite-lived intangible assets. As of December 31, 2022, there were no indicators of impairment related
to goodwill or to intangible assets with fiff nite usefulff

lives are evaluated forff

lives.

Business Combinations— Business combinations are accounted forff

ying the acquisition method. As of acquisition date, the
identififf abla e assets acquired and liabia lities assumed are measured at faff ir value and recognized separately frff om goodwill. Results of operations of
the acquired entities are included in the consolidated statement of income frff om the date of acquisition. The calculation of intangible assets
including core deposits and the faff ir value of loans are based on signififf cant judgements. Core deposits intangibles are calculated using a discounted
cash flff ow model based on various faff ctors including discount rate, attrition rate, interest rate, cost of alternrr ative fuff nds and net maintenance costs.

a
by appl

Loans acquired in connection with acquisitions are recorded at their acquisition-date faff ir value with no carryove

r of related allowance foff r
credit losses. Acquired loans are classififf ed into two categories; PCD loans and non-PCD loans. PCD loans are defiff ned as a loan or groupu of loans
that have experienced more than insignififf cant credit deterioration since origination. Non-PCD loans will have an allowance establa ished on
acquisition date, which is recognized in the current period provision forff
credit losses. For PCD loans, an allowance is recognized on day 1 by
adding it to the faff ir value of the loan, which is the “Day 1 amortized cost”. There is no credit loss expense recognized on PCD loans because the
initial allowance is establa ished by grossing-up the amortized cost of the PCD loan. Determining the faff ir value of the acquired loans involves
estimating the principal and interest cash flff ows expected to be collected on the loans and discounting those cash flff ows at a maraa ket rate of interest.
Management considers a number of faff ctors in evaluating the acquisition-date faff ir value including the remaining lifeff of the acquired loans,
delinquency statust
, estimated prepayments, payment options and other loan feff aturt es, internal risk grade, estimated value of the underlying
collateral and interest rate environment.

EXECUTIVE OVERVR IEW

Net income availabla e to common shareholders decreased $50.1 million or 22.6% to $182.0 million in 2022 compared to 2021. Net income
ing and merger-related expenses (non-GAAP measure) decreased $54.1 million
availabla e to common shareholders excluding aftff er-tax restrucrr
or 22.8% to $183.3 million. These decreases were due in large part to the net benefiff t in the provision forff
credit losses in 2022 of $1.4 million (net
of tax) compared to the net benefiff t in the 2021 provision of $51.6 million (net of tax). Net interest income increased $16.4 million or 3.6% frff om
2021, primarily dud e to loan growth and a rising rate environment. Non-interest income decreased $15.4 million or 11.6% in 2022 compared to
2021, driven by a $14.4 million decrease in mortgage banking income due to lower volume and the retention of more residential mortgage
originations. Offff sff etting the overall decrease somewhat, both service charges on deposits and bank-owned lifeff
insurance increased year-over-
year by $3.9 million and $1.8 million, respectively. Excluding restrucrr
ing and merger-related expenses, non-interest expense increased $8.8
million or 2.5%, driven by increases in salaries and wages, FDIC insurance and equipment and softff ware expense.

turt

Total assets as of December 31, 2022 remained relatively flff at at $16.9 billion compared to December 31, 2021. As of December 31, 2022,
io loans were $10.7 billion compared to $9.7 billion at December 31, 2021, reflff ecting a 10.0% increase year-over year. The loan
total portfolff
ng is reflff ected within the decrease in cash of $842.9 million or 67.4% at December 31, 2022 compared to December 31, 2021.
growth fundi
io loans, as compared to 3.75% at December 31, 2021. As a result of
Criticized and classififf ed loan balances decreased to 2.34% of total portfolff
the year 2022 compared to ($64.3) million in
improved macroeconomic faff ctors, the provision forff
2021. Annualized net loan charge-offff sff to average loans forff
2022. In
March of 2022, Wesbanco completed the issuance of $150.0 million in aggregate principal amount of subordinated debenturt es. The subordinated
the next fiff ve years at Three Month SOFR plus a spread of
the fiff rst fiff ve years and a flff oating rate forff
debenturt es have a fiff xed rate of 3.75% forff
1.787%. The subordinated debenturt es are callabla e aftff er fiff ve years, maturt e on April 1, 2032 and count towards Tier 2 Capia tal.

l year period remained flff at compared to 2021 at two basis points forff

credit losses decreased to ($1.7) million forff

the fulff

a
the appl

Wesbanco continues to maintain what we believe are strong regulatoryr capia tal ratios, as both consolidated and bank-level regulatoryr capia tal
ratios are well above
icabla e “well-capia talized” standards promulgated by bank regulators and the BASEL III capia tal standards. At
December 31, 2022, Tier I leverage was 9.90%, Tier I risk-based capia tal was 12.33%, total risk-based capia tal was 15.11%, and the common
equity Tier 1 capia tal ratio was 11.20%. Tangible equity to tangible assets decreased to 8.19% at period-end frff om 9.84% as of December 31, 2021,
dued
to reduced shareholders' equity balances resulting frff om stock repurchases occurring throughout 2022, as well as declines in accumulated
other comprehensive income.

Strong earnings enabla ed Wesbanco to increase the quarterly dividend to $0.34 and $0.35 per share in the fiff rst quarter and four

tht quarters
of 2022, respectively, the fiff ftff eenth and sixteenth increase over the last twelve years, cumulatively representing a 150% increase over that period.

Selected fiff nancial ratios forff

the years ended December 31, 2022, 2021 and 2020 are presented in the tabla e below:

eptee

lll arll

srr inii

thtt ousands,s excee

shares and per share amountstt )s

(dol
((
PER COMMON SHARE INFORMATION
Earnings per common share—basic............................................................................... $
Earnings per common share—diluted ............................................................................
Earnings per common share—diluted, excluding certain items (1)(2) ...............................
Dividends declared per common share ..........................................................................
Book value at year end.................................................................................................
Tangible book value at year end (1) ..............................................................................
Average common shares outstanding—basic..................................................................
Average common shares outstanding—diluted ...............................................................
Period end common shares outstanding .........................................................................
Period end prefeff rred shares outstanding.........................................................................
SELECTED RARR TIOS
Returt n on average assets ..............................................................................................
Returt n on average assets, excluding certain items (1)(2) .................................................
Returt n on average tangible assets (1).............................................................................
Returt n on average tangible assets, excluding certain items (1)(2) .....................................
Returt n on average equity..............................................................................................
Returt n on average equity, excluding certain items (1)(2).................................................
Returt n on average tangible equity (1) ............................................................................
Returt n on average tangible equity, excluding certain items (1)(2) ....................................
Returt n on average tangible common equity (1) ..............................................................
Returt n on average tangible common equity, excluding certain items (1)(2).......................
Net interest margin (3) .................................................................................................
Effff iff ciency ratio (1) ......................................................................................................
Average loans to average deposits.................................................................................
credit losses - loans to total loans ............................................................
Allowance forff
credit losses - loans to total non-perforff ming loans.....................................
Allowance forff
Non-perforff ming assets to total assets.............................................................................
Net loan charge-offff sff to average loans ............................................................................
Average shareholders’ equity to average assets ..............................................................
Tangible equity to tangible assets (1).............................................................................
Tangible common equity to tangible assets (1) ...............................................................
Tier 1 leverage ratio.....................................................................................................
Tier 1 capia tal to risk-weighted assets .............................................................................
Total capia tal to risk-weighted assets ..............................................................................
Common equity tier 1 capia tal ratio (CET 1) ...................................................................
Dividend payout ratio ..................................................................................................
Trusrr

t assets at market value (4)..................................................................................... $

2022

For the years ended December 31,
2021

2020

3.03
3.02
3.04
1.37
38.55
19.43
60,047,177
60,215,374
59,198,963
150,000

1.08%
1.09
1.21
1.22
7.23
7.29
13.78
13.88
15.39
15.50
3.20
59.53
74.21
1.10
284.41
0.25
0.02
14.90
8.19
7.28
9.90
12.33
15.11
11.20
45.36
4,878,479

3.54
3.53
3.62
1.32
40.91
22.61
65,520,527
65,669,970
62,307,245
150,000

1.37%
1.40
1.53
1.56
8.40
8.59
14.89
15.22
16.35
16.71
3.11
58.22
78.11
1.25
308.00
0.23
0.02
16.33
9.84
8.92
10.02
14.05
15.91
12.77
37.39
5,644,975

1.78
1.77
1.88
1.28
39.17
21.75
67,260,796
67,310,584
67,254,706
150,000

0.73%
0.77
0.85
0.90
4.50
4.79
8.61
9.12
8.94
9.47
3.37
56.38
91.66
1.72
455.38
0.25
0.06
16.13
10.52
9.58
10.51
14.72
17.58
13.40
72.32
5,025,565

(1)
(2)
(3)

(4)

additional inforff mation relating to the calculation of this item.

See "Non-GAAP Measures" forff
Certain items excluded frff om the calculation consist of aftff er-tax restrucrr
Presented on a fulff
investments using the feff deral statutt oryrr
of net interest income and provides relevant comparison between taxabla e and non-taxabla e amounts.
Trusrr
Balance Sheets.

ly taxabla e-equivalent (FTE) and annualized basis. The FTE basis adjusts forff

t assets are held by the Bank, in fiff duciaryrr or agency capaa

tax rate of 21% forff

cities forff

turt

ing and merger-related expenses.

the tax benefiff t of income on certain tax-exempt loans and
all periods presented. Wesbanco believes this measure to be the prefeff rred industryrr measurement

its customers and thereforff e are not included as assets on Wesbanco’s Consolidated

Non-GAAP Measures

The folff

to investors in
lowing non-GAAP fiff nancial measures used by Wesbanco provide infoff rmation that Wesbanco believes is usefulff
understanding Wesbanco’s operating perforff mance and trends, and faff cilitates comparisons with the perforff mance of Wesbanco’s peers. The
folff

lowing tabla es summarize the non-GAAP fiff nancial measures derived frff om amounts reported in Wesbanco’s fiff nancial statements.

eptee
y

lll arll
srr inii
g

per share amountstt )s

thtt ousands,s excee
q

(dol
((
Tangible common equity to tangible assets:
Total shareholders’ equity ......................................................................................... $
Less: goodwill and other intangible assets, net of defeff rred tax liabia lity...........................
Tangible equity ........................................................................................................
Less: prefeff rred shareholders' equity............................................................................
Tangible common equity ...........................................................................................
Total assets ..............................................................................................................
Less: goodwill and other intangible assets, net of defeff rred tax liabia lity...........................
Tangible assets ......................................................................................................... $
Tangible equity to tangible assets ...............................................................................
Tangible common equity to tangible assets .................................................................
Tangible book value per share:
Total shareholders’ equity ......................................................................................... $
Less: goodwill and other intangible assets, net of defeff rred tax liabia lity...........................
Less: prefeff rred shareholders' equity............................................................................
Tangible common equity ...........................................................................................
Common shares outstanding ......................................................................................
Tangible book value per share at year end................................................................... $
Return on average tangible equity:
y
g
Net income availabla e to common shareholders ............................................................ $
Add: amortization of intangibles, net of tax.................................................................
Net income availabla e to common shareholders beforff e amortization of intangibles...........
Average total shareholders’ equity .............................................................................
Less: average goodwill and other intangibles, net of defeff rred tax liabia lity ......................
Average tangible equity............................................................................................. $
Returt n on average tangible equity ..............................................................................
Average tangible common equity ............................................................................... $
Returt n on average tangible common equity.................................................................
Return on average tangible assets:
g
Net income availabla e to common shareholders ............................................................ $
Add: amortization of intangibles, net of tax.................................................................
Net income beforff e amortization of intangibles.............................................................
Average total assets ..................................................................................................
Less: average goodwill and other intangibles, net of defeff rred tax liabia lity ......................
Average tangible assets ............................................................................................. $
Returt n on average tangible assets ...............................................................................
Effff iff ciency ratio:
Non-interest expense................................................................................................. $
ing and merger-related expense............................................................
Less: restrucrr
ing and merger-related expense......................
Non-interest expense excluding restrucrr
ly-taxabla e equivalent basis.................................................
Net interest income on a fulff
Non-interest income..................................................................................................
Net interest income on a fulff
Effff iff ciency ratio.........................................................................................................
Net income per common shareholders, excluding aftff er-tax restructuring and
,
p
merger-related expenses:
Net income availabla e to common shareholders ............................................................ $
Add: aftff er-tax restrucrr
Net income per common shareholders, excluding aftff er-tax restrucrr
related expenses ....................................................................................................... $

ing and merger-related expenses (1) ........................................

ly-taxabla e equivalent basis plus non-interest income ............ $

ing and merger-

turt

2022

For the years ended December 31,
2021

2020

2,426,662
(1,131,990)
1,294,672
(144,484)
1,150,188
16,931,905
(1,131,990)
15,799,915

8.19%
7.28%

2,426,662
(1,131,990)
(144,484)
1,150,188
59,198,963
19.43

181,988
8,120
190,108
2,515,509
(1,136,062)
1,379,447

13.78%

1,234,963

15.39%

181,988
8,120
190,108
16,879,541
(1,136,062)
15,743,479

1.21%

356,966
(1,723)
355,243
479,315
117,391
596,706

59.53%

181,988
1,361

183,349

2,693,166
(1,140,111)
1,553,055
(144,484)
1,408,571
16,927,125
(1,140,111)
15,787,014

9.84%
8.92%

2,693,166
(1,140,111)
(144,484)
1,408,571
62,307,245
22.61

232,135
9,051
241,186
2,764,337
(1,144,698)
1,619,639

14.89%

1,475,155

16.35%

232,135
9,051
241,186
16,928,377
(1,144,698)
15,783,679

1.53%

353,143
(6,717)
346,426
462,229
132,785
595,014

58.22%

232,135
5,306

237,441

2,756,737
(1,149,161)
1,607,576
(144,484)
1,463,092
16,425,610
(1,149,161)
15,276,449

10.52%
9.58%

2,756,737
(1,149,161)
(144,484)
1,463,092
67,254,706
21.75

119,400
10,595
129,995
2,651,402
(1,141,528)
1,509,874

8.61%

1,453,363

8.94%

119,400
10,595
129,995
16,442,704
(1,141,528)
15,301,176

0.85%

354,845
(9,725)
345,120
483,999
128,185
612,184

56.38%

119,400
7,683

127,083

eptee

turt

lll arll

srr inii

ing and

thtt ousands,s excee

per share amountstt )s

ing and merger-

ing and merger-related

ing and merger-related expenses (1) ...........................................

ing and merger-related expenses per common share - diluted (1)...

ing and merger-related expenses ...
g

(dol
((
Net income per common share - diluted, excluding aftff er-tax restructuring and
,
p
merger-related expenses:
Net income per common share - diluted......................................................................... $
Add: aftff er-tax restrucrr
Net income per common share - diluted, excluding aftff er-tax restrucrr
related expenses .......................................................................................................... $
Return on average equity, excluding aftff er-tax restructuring and merger-related
expenses:
Net income availabla e to common shareholders............................................................... $
Add: aftff er-tax restrucrr
Net income availabla e to common shareholders, excluding aftff er-tax restrucrr
merger-related expenses...............................................................................................
Average total shareholders’ equity ................................................................................ $
Returt n on average equity, excluding aftff er-tax restrucrr
Return on average tangible equity, excluding aftff er-tax restructuring and merger-
g
related expenses:
Net income availabla e to common shareholders............................................................... $
ing and merger-related expenses (1) ...........................................
Add: aftff er-tax restrucrr
Add: amortization of intangibles, net of tax ...................................................................
Net income availabla e to common shareholders beforff e amortization of intangibles and
ing and merger-related expenses .........................................
excluding aftff er-tax restrucrr
Average total shareholders’ equity ................................................................................
Less: average goodwill and other intangibles, net of defeff rred tax liabia lity.........................
Average tangible equity ............................................................................................... $
Returt n on average tangible equity, excluding aftff er-tax restrucrr
expenses.....................................................................................................................
Average tangible common equity.................................................................................. $
ing and merger-
Returt n on average tangible common equity, excluding aftff er-tax restrucrr
related expenses ..........................................................................................................
Return on average assets, excluding aftff er-tax restructuring and merger-related
expenses:
Net income availabla e to common shareholders............................................................... $
Add: aftff er-tax restrucrr
Net income availabla e to common shareholders, excluding aftff er-tax restrucrr
merger-related expenses...............................................................................................
Average total assets ..................................................................................................... $
Returt n on average tangible assets, excluding aftff er-tax restrucrr
expenses.....................................................................................................................
Return on average tangible assets, excluding aftff er-tax restructuring and merger-
g
related expenses:
Net income availabla e to common shareholders............................................................... $
Add: amortization of intangibles, net of tax ...................................................................
ing and merger-related expenses (1) ...........................................
Add: aftff er-tax restrucrr
Net income availabla e to common shareholders, beforff e amortization of intangibles and
ing and merger-related expenses .........................................
excluding aftff er-tax restrucrr
Average total assets .....................................................................................................
Less: average goodwill and other intangibles, net of defeff rred tax liabia lity.........................
Average tangible assets................................................................................................ $
Returt n on average tangible assets, excluding aftff er-tax restrucrr
expenses.....................................................................................................................
Dividend payout ratio, excluding aftff er-tax restructuring and merger related
expenses:
Dividends declared per common share .......................................................................... $
Net income per common share - diluted.........................................................................
ing and merger-related expenses per diluted share (1) ..................
Add: aftff er-tax restrucrr
Net income per common share - diluted, excluding aftff er-tax restrucrr
related expenses .......................................................................................................... $
Dividend payout ratio, excluding aftff er-tax restrucrr
all periods presented.
(1) Tax effff eff cted at 21% forff

ing and merger-related expenses (1) ...........................................

ing and merger related expenses ........

ing and merger-related

ing and merger-

ing and

p y

turt

2022

For the years ended December 31,
2021

2020

3.02
0.02

3.04

181,988
1,361

183,349
2,515,509

7.29%

181,988
1,361
8,120

191,469
2,515,509
(1,136,062)
1,379,447

13.88%

1,234,963

15.50%

181,988
1,361

183,349
16,879,541

1.09%

181,988
8,120
1,361

191,469
16,879,541
(1,136,062)
15,743,479

1.22%

1.37
3.02
0.02

3.04
45.07

3.53
0.09

3.62

232,135
5,306

237,441
2,764,337

8.59%

232,135
5,306
9,051

246,492
2,764,337
(1,144,698)
1,619,639

15.22%

1,475,155

16.71%

232,135
5,306

237,441
16,928,377

1.40%

232,135
9,051
5,306

246,492
16,928,377
(1,144,698)
15,783,679

1.56%

1.32
3.53
0.09

3.62
36.46

1.77
0.11

1.88

119,400
7,683

127,083
2,651,402

4.79%

119,400
7,683
10,595

137,678
2,651,402
(1,141,528)
1,509,874

9.12%

1,453,363

9.47%

119,400
7,683

127,083
16,442,704

0.77%

119,400
10,595
7,683

137,678
16,442,704
(1,141,528)
15,301,176

0.90%

1.28
1.77
0.11

1.88
68.09

RESULTS OF OPERARR TIONS

EARNINGS SUMMARYRR

For the twelve months ending December 31, 2022, net income availaba le to common shareholders was $182.0 million, or $3.02 per diluted
credit losses of $64.3 million,
the twelve months ended December 31, 2022 decreased 21.6%

share, compared to $232.1 million, or $3.53 per diluted share, forff
or $51.6 million net of tax. Net income availabla e to common shareholders forff
compared to 2021, while per share earnings decreased 14.4%.

2021, which included a release of provision forff

For the twelve months ending December 31, 2022, net interest income increased $16.4 million, or 3.6%, reflff ecting a higher net interest
margin resulting frff om the 425 basis point increase in the feff deral funds
deployment of excess cash into
higher-yielding loans, particularly in the second half of 2022. The net interest margin increased 9 basis points to 3.20% dudd e to the overall higher
rate environment. Average loan balances decreased 2.9% in 2022, mostly due to PPP loan forff giveness and elevated levels of commercial real
estate loans being refiff nanced in an aggressive secondaryrr market in the earlier portions of the year, while average investment securities increased
18.1% over the same period. Total average deposits increased in 2022 by $298.7 million or 2.2% compared to 2021, due to increased personal
savings. Average certififf cates of deposit, which have the highest overall interest cost among deposits, decreased by $359.1 million or 24.6% over
the same time period.

rate in 2022, as well as the successfulff

For 2022, non-interest income decreased $15.4 million or 11.6% compared to 2021. Mortgage banking income decreased $14.4 million
or 73.7% in 2022 as compared to 2021 due to the higher interest rate environment and Wesbanco retaining a higher percentage of residential real
t feff es decreased $2.0 million frff om 2021 to 2022 due to a decrease in the market values of trurr st assets under
estate loans in the loan portfolff
management reducing feff e income. Net securities (losses)/gains decreased $2.9 million frff om the prior year due mostly to the decline in the faff ir
market value of the equity investments held in the defeff rred compensation plan. Somewhat mitigating these decreases, service chara ges on deposits
increased $3.9 million frff om the prior year and net securities brokerage revenue increased $2.6 million due to organic growth.

io. Trusrr

The foff llowing comments on non-interest expense exclude restrurr ctut ring and merger-related expenses in both years. Non-interest expx ense
in 2022 increased $8.8 million or 2.5% compared to 2021, while the effff iff ciency ratio increased in 2022 to 59.5% frff om 58.2% in 2021. The
primaryr driver of this increase was a $12.8 million increase in salaries and wages due to higher staffff iff ng levels and merit increases. Also increasing
the year 2022 was FDIC insurance expense, which reflff ects the benefiff t to 2021's calculation frff om the large negative credit loss provision
forff
recognized in 2021, as well as equipment and softff ware and marketing expenses. These increases were slightly offff sff et by lower employee benefiff ts
expense, lower net occupancy expense and lower amortization expense on intangible assets as well as other decreases resulting frff om the
effff iff ciencies derived frff om the core systems conversion which occurred in the second half of 2021.

The provision forff

feff deral and state income taxes decreased to $44.3 million in 2022 compared to $59.6 million in 2021, due to lower pre-
the years ended December 31, 2022 and 2021, respectively. Wesbanco

tax income in 2022. The effff eff ctive tax rate was 18.7% and 19.7% forff
recognized $3.5 million and $2.6 million in New Markets Tax Credits forff

the years ended December 31, 2022 and 2021, respectively.

TATT BLBB E 1. NENN T INII TNN ETT REE ER SEE T INII CNN OCC MOO EMM

lll arll

srr inii

thtt ousands)s

(dol
((
Net interest income ................................................................................................. $
Taxabla e-equivalent adjustments to net interest income..........................................
Net interest income, fulff
Net interest spread, non-taxabla e-equivalent............................................................
Benefiff t of net non-interest bearing liabia lities .........................................................
Net interest margin..................................................................................................
Taxabla e-equivalent adjustment ...............................................................................
ly taxabla e-equivalent .........................................................
Net interest margin, fulff

ly taxabla e-equivalent ......................................................... $

2022

For the years ended December 31,
2021

2020

474,313
5,002
479,315

457,933
4,296
462,229

479,480
4,519
483,999

3.02%
0.15%
3.17%
0.03%
3.20%

2.98%
0.10%
3.08%
0.03%
3.11%

3.14%
0.20%
3.34%
0.03%
3.37%

Net interest income, which is Wesbanco’s largest source of revenue, is the diffff eff rence between interest income on earning assets, primarily
loans and securities, and interest expense on liabia lities, primarily deposits and short and long-term borrowings. Net interest income is affff eff cted
by the general level of,ff and changes in interest rates, the steepness and shapea
of the yield curve, changes in the amount and composition of interest
earning assets and interest bearing liabia lities, as well as the frff equency of repricing of existing assets and liabia lities. Net interest income increased
$16.4 million or 3.6% in 2022 compared to 2021, due to a 9 basis point increase in the net interest margin to 3.20%, as the yield on earning assets
increased at a faff ster rate than the rate on interest bearing liabia lities. The net interest margin was positively impacted frff om the 425 basis point
increase in the feff deral funds
rate during 2022. In addition, PPP loans contributed a total of $6.6 million in interest and feff e accretion income,
which equated to 3 basis points of net interest margin in 2022 as compared to $30.8 million, or 10 basis points, in 2021, which partially mitigated
io loans increased by 11.7% frff om December 31, 2021, due to higher new loan demand and
the margin increase. Excluding PPP loans, portfolff

lower levels of commercial real estate loan payoffff sff . Purchase accounting accretion decreased in 2022, as appr
oximately 6 basis points of accretion
frff om prior acquisitions was included in the 2022 net interest margin as compared to 11 basis points in the 2021 net interest margin. Total average
deposits, excluding CDs, increased in 2022 by $657.8 million or 5.6% compared to 2021, due to higher personal savings balances. The cost of
interest bearing deposits increased by 11 basis points and the cost of total liabia lities increased by 14 basis points frff om 2021 to 2022. The increase
in the cost is primarily due to the effff eff ct of the previously mentioned feff deral funds
rate increases on the rates paid on interest bearing demand
deposits, customer repurchase agreements, term Federal Home Loan Bank borrowings and junior subordinated debenturt es.

Interest income increased $28.7 million or 5.9% in 2022 compared to 2021 due to higher yields in most of the maja or earning asset categories.
Earning asset yields were inflff uenced positively in 2022 compared to 2021 due primarily to the previously mentioned increases in the Federal
Reserve’s feff deral funds
rate by 425 basis points in 2022. Average loan balances decreased $296.7 million or 2.9% in 2022 compared to 2021,
dued mostly to forff giveness of PPP loans and new loan demand not occurring until the second half of 2022. Loan yields increased by 18 basis
points during 2022 to 4.19% due to the previously mentioned higher rate environment and its effff eff ct on the repricing of portfolff
io loans, as well
as higher offff eff red rates on new loans. Loans provide the greatest impact on interest income and the yield on earning assets as they have the largest
balance and the highest yield within maja or earning asset categories.
In 2022, average loans represented 67.4% of average earning assets, a
decrease frff om 69.8% in 2021. Liquidity frff om stimulus deposits was invested during 2021 and the fiff rst half of 2022 into average taxaba le securities
balances which increased $494.7 million or 16.7% frff om 2021, and represented 23.1% of total average earning assets in 2022. Taxabla e securities
yields increased by 21 basis points in 2022 due to the effff eff ct of the higher rate environment on the variabla e rate portion of the investment portfolff
io,
which are typically tied to either LIBOR or SOFR. Decreased prepayments on mortgage-backed securities in the higher rate environment also
furff
ther benefiff tted the taxabla e securities yields due to reduced amortization on securities purchased at a premium. Tax-exempt securities yields
decreased by 22 basis points in 2022 frff om 2021 due to calls of legacy higher rate tax-exempt securities and purchases of newly issued lower rate
securities in the fiff rst half of 2022. The average balance of tax-exempt securities, which have the highest yields within securities, have increased
frff om 17.6% of total average securities in 2021 to 18.6% of total average securities in 2022.

Commercial loans with flff oors currently average 3.91% on appr

oximately $3.3 billion or 43% of total commercial loans at December 31,
2022, as compared to $2.6 billion averaging 3.83% or 36% of commercial loans at December 31, 2021. Approximately 27% or $0.9 billion of
these loans are currently priced at their flff oor, as compared to 63% or $1.6 billion at December 31, 2021. These loans typically do not adjust as
rapia dly frff om their current flff oor level as compared to loans without flff oors, due to the amount of the rate change as compared to the flff oor rate or
next repricing date. In addition, in a declining rate environment, customers may request rates below existing contractuat
l flff oors, which we may
grant forff

competitive or other reasons.

Interest expense increased $12.3 million or 45.5% in 2022 as compared to 2021, due to increases in the cost of all interest bearing liabia lity
categories in the higher rate environment. The cost of interest bearing liabia lities increased by 14 basis points frff om 2021 to 0.42% in 2022.
Average interest bearing deposits remained relatively flff at frff om 2021 to 2022 as interest bearing demand and savings deposit increases were
mostly offff sff et by a $359.1 million decrease in average certififf cates of deposit. The rate on interest bearing deposits increased 11 basis points to
0.27% frff om 2021 to 2022, primarily frff om increases in rates on interest bearing demand deposits, money market accounts and savings deposits in
response to competitive pressures frff om higher market rates. Average non-interest bearing demand deposit balances increased frff om 2021 to 2022
by $256.2 million or 5.8%, and were 34.7% of total average deposits at December 31, 2022, compared to 33.5% at December 31, 2021, reflff ecting
ongoing checking account marketing strategies. The average balance of FHLB borrowings decreased by $168.1 million frff om 2021 to 2022 due
d with excess liquidity. New higher-rate
to the maturt
borrowings taken out in the last quarter of 2022 increased the average rate by 47 basis points to 2.27% frff om 1.80% in 2021. Average repurchase
agreements combined with average subordinated debt and junior subordinated debt balances increased $65.1 million or 19.8% frff om 2021 to
2022, and their average rates paid increased by 24 and 77 basis points, respectively, over this same time period, due primarily to increases in
In addition, Wesbanco issued $150.0 million of
LIBOR and SOFR, the indices upon which this variabla e-rate type of borrowing is priced.
subordinated debt in March of 2022 forff

ity of legacy lower-rate FHLB borrowings throughout the past twelve months being funde

capia tal and liquidity purpos

es.

TATT BLBB E 2. AVEVV REE ARR GEGG BABB LALL NCNN ECC SHSS EHH EEE TSTT ANDNN NENN T INII TNN ETT REE ER SEE T MAMM RGIGG NII ANANN LYSYY ISS SII

thtt ousands)s

(dol
srr inii
lll arll
((
ASSETS
Due frff om banks-interest bearing ........ $
Loans, net of unearned income (1)......
Securities: (2)

Taxaba le ...................................
3,461,414
Tax-exempt (3)..........................
789,564
Total securities ......................
4,250,978
Other earning assets........................
15,265
Total earning assets (3)....................
14,961,650
Other assets ..................................
1,917,891
Total Assets.................................. $ 16,879,541
LIABILITIES AND

Average
Balance

2022

Interest

For the years ended December 31,
2021

Average
Rate

Average
Balance

Interest

Average
Rate

Average
Balance

2020

Interest

Average
Rate

611,482
10,083,925

5,755
422,401

860,249
0.94% $
4.19% 10,380,605

1,156
415,965

0.13% $
4.01%

548,078
10,874,763

1,175
465,677

66,123
23,820
89,943
559
518,658

2,966,745
1.91%
632,187
3.02%
3,598,932
2.12%
3.66%
25,481
3.47% 14,865,267
2,063,110
$ 16,928,377

50,401
20,457
70,858
1,284
489,263

1.70%
3.24%
1.97%
5.04%
3.29%

2,281,905
616,808
2,898,713
60,054
14,381,608
2,061,096
$ 16,442,704

53,594
21,518
75,112
3,832
545,796

SHAREHOLDERS’ EQUITY

Interest bearing demand deposits ....... $
Money market accounts...................
Savings deposits ............................
Certififf cates of deposit .....................

Total interest bearing

deposits.............................

Federal Home Loan Bank

borrowings.................................
Repurchase agreements ...................
Subordinated debt and junior

subordinated debt ........................

3,314,384
1,774,152
2,692,568
1,098,614

12,181
3,562
4,115
4,089

0.37% $
0.20%
0.15%
0.37%

3,193,425
1,760,540
2,425,527
1,457,730

3,669
1,803
1,031
7,623

0.11% $
0.10%
0.04%
0.52%

2,572,248
1,611,135
2,084,576
1,814,693

7,069
4,616
1,802
13,562

8,879,718

23,947

0.27%

8,837,222

14,126

0.16%

8,082,652

27,049

175,104
146,590

3,968
568

2.27%
0.39%

343,185
149,001

248,192

10,860

4.38%

180,649

6,167
227

6,514

1.80%
0.15%

1,135,934
357,100

24,701
1,729

3.61%

193,693

8,318

Total interest bearing

liabia lities (4).......................

9,449,604

39,343

0.42%

9,510,057

27,034

0.28%

9,769,379

61,797

Non-interest bearing demand

deposits.....................................
Other liabia lities..............................
Shareholders’ equity .......................
Total Liabia lities and Shareholders’

4,708,758
205,670
2,515,509

Equity....................................... $ 16,879,541

4,452,590
201,393
2,764,337

3,781,583
240,340
2,651,402

$ 16,928,377

$ 16,442,704

Taxabla e equivalent net interest spread .
Taxabla e equivalent net interest

margin (3)..................................

$ 479,315

3.05%

3.20%

$ 462,229

3.01%

3.11%

$ 483,999

0.21%
4.28%

2.35%
3.49%
2.59%
6.38%
3.80%

0.27%
0.29%
0.09%
0.75%

0.33%

2.17%
0.48%

4.29%

0.63%

3.17%

3.37%

(1)

(2)
(3)
(4)

credit losses and net of unearned income. Includes non-accruarr

Gross of allowance forff
sale. Loan feff es included in interest income on
loans were $8.8 million, $26.3 million and $16.2 million foff r the years ended December 31, 2022, 2021 and 2020, respectively. As part of loan feff es, PPP
the years ended December 31, 2022, 2021 and 2020, respectively. Additionally, loan
loan feff es were $5.9 million, $25.3 million and $13.4 million forff
accretion included in interest income on loans acquired frff om prior acquisitions was $8.0 million, $13.3 million and $17.0 million forff
the years ended
December 31, 2022, 2021 and 2020, respectively.
Average yields on securities availabla e-forff
Taxabla e equivalent basis is calculated on tax-exempt securities using a rate of 21% forff
Accretion on interest bearing liaba ilities acquired frff om prior acquisitions was $1.1 million, $3.1 million and $9.5 million foff r the years ended December 31,
2022, 2021 and 2020, respectively.

-sale have been calculated based on amortized cost.

all periods presented.

l and loans held forff

TATT BLBB E 3. RARR TETT /EE V// OVV LOO UMUU EMM ANANN LYSYY ISS SII OF CHCC AHH NGNN EGG SEE INII

INII TNN ETT REE ER SEE T INII CNN OCC MOO EMM ANDNN INII TNN ETT REE ER SEE T EXEE PXX EPP NEE SNN ESS (1)((

thtt ousandsdd )s

(i(( nii
Increase (decrease) in interest income:

2022 Compared to 2021

2021 Compared to 2020

Volume

Rate

Net Increase
(Decrease)

Volume

Rate

Net Increase
(Decrease)

Due frff om banks—interest bearing.............................. $
Loans, net of unearned income...................................
Taxabla e securities .......................................................
Tax-exempt securities (2) ...........................................
Other earning assets....................................................
Total interest income change (2) ............................

(427) $

(12,097)
9,003
4,821
(431)
869

Increase (decrease) in interest expense:

Interest bearing demand deposits ...............................
Money market.............................................................
Savings deposits .........................................................
Certififf cates of deposit.................................................
Federal Home Loan Bank borrowings........................
Repurchase agreements ..............................................
Subordinated debt and junior subordinated debt ........
Total interest expense change.................................
Net interest income increase (decrease) (2).................... $

144
14
125
(1,628)
(3,535)
(4)
2,766
(2,118)
2,987

5,026
18,533
6,719
(1,458)
(294)
28,526

8,368
1,745
2,959
(1,906)
1,336
345
1,580
14,427
14,099

4,599
6,436
15,722
3,363
(725)
29,395

8,512
1,759
3,084
(3,534)
(2,199)
341
4,346
12,309
17,086

518
(20,598)
13,769
527
(1,866)
(7,650)

1,416
393
258
(2,351)
(14,842)
(690)
(534)
(16,350)
8,700

(537) $

(29,114)
(16,962)
(1,588)
(682)
(48,883)

(4,816)
(3,206)
(1,029)
(3,588)
(3,692)
(812)
(1,270)
(18,413)
(30,470) $

(19)
(49,712)
(3,193)
(1,061)
(2,548)
(56,533)

(3,400)
(2,813)
(771)
(5,939)
(18,534)
(1,502)
(1,804)
(34,763)
(21,770)

(1)
(2)

Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
ly taxabla e-equivalent (FTE) and annualized basis. The FTE basis adjusts forff
The yield on earning assets and the net interest margin are presented on a fulff
the tax benefiff t of income on certain tax-exempt loans and investments using the feff deral statutt oryrr
all periods presented. Wesbanco
believes this measure to be the prefeff rred indud stryrr measurement of net interest income and provides relevant comparison between taxabla e and non-taxabla e
amounts.

tax rate of 21% forff

PROVISION FOR CREDIT LOSSES - LOANS

opriate to absa orbr

The provision forff

lifeff time expected losses forff

lifeff time expected losses on unfunde

credit losses – loans is the amount to be added to the allowance forff

credit losses – loans aftff er net charge-offff sff have been
deducted to bring the allowance to a level considered appr
io loans. The provision forff
credit losses – loan commitments is the amount to be added to the allowance foff r credit losses foff r loan commitments to bring thataa allowance to a
level considered appr
credit losses - loans and loan
commitments was ($1.7) million in 2022 compared to ($64.3) million in 2021 as a result of worsening macroeconomic faff ctors over the reasonaba le
loan commitments. Furthermore,
and supportabla e forff ecast period of one year, primarily increasing the allowance forff
the increase to the provision was driven by qualitative faff ctors, which addressed the risk of rising interest rates and offff iff ce portfolff
io concentration.
Non-perforff ming loans were 0.39% of total loans as of December 31, 2022, and decreased frff om 0.41% of total loans at the end of 2021. Non-
perforff ming assets were 0.40% of total loans and other real estate and repossessed assets as of December 31, 2022, decreasing frff om 0.41% at the
end of 2021. Criticized and classififf ed loans were 2.34% of total loans, decreasing frff om 3.75% as of December 31, 2021, primarily dudd e to
improvements in loans categorized as criticized or classififf ed earlier in the pandemic. Past due loans at December 31, 2022 were 0.19% of total
loans, compared to 0.36% at December 31, 2021. (Please see the Credit Quality and Allowance forff Credit Losses – Loans and Loan Commitments
section of this MD&A forff

d loan commitments. The provision forff

loan losses and allowance forff

additional discussion).

all portfolff

TATT BLBB E 4. NONN NOO -NN I- NII TNN ETT REE ER SEE T INII CNN OCC MOO EMM

thtt ousands)s

srr inii
t feff es ................................................................................................... $

(dol
lll arll
((
Trusrr
Service charges on deposits .......................................................................
Electronic banking feff es..............................................................................
Net securities brokerage revenue...............................................................
Bank-owned lifeff
insurance ........................................................................
Mortgage banking income .........................................................................
Net securities (losses) gains.......................................................................
Net gain on other real estate owned and other assets ................................
Net insurance services revenue..................................................................
Debit card sponsorship income..................................................................
Payment processing feff es............................................................................
Swapa feff e and valuation income .................................................................
Other ..........................................................................................................
Total non-interest income .......................................................................... $

For the years ended December 31,

2022

2021

$ Change

% Change

27,551
26,281
20,002
9,525
10,728
5,129
(1,777)
482
3,749
—
3,352
7,067
5,302
117,391

29,511
22,412
19,318
6,896
8,936
19,528
1,113
4,816
4,095
646
3,100
6,481
5,933
132,785

(1,960)
3,869
684
2,629
1,792
(14,399)
(2,890)
(4,334)
(346)
(646)
252
586
(631)
(15,394)

(6.6)
17.3
3.5
38.1
20.1
(73.7)
(259.7)
(90.0)
(8.4)
(100.0)
8.1
9.0
(10.6)
(11.6)

Non-interest income is a signififf cant source of revenue and an important part of Wesbanco’s results of operations, as it represented 19.8%
and 22.5% of total revenue forff
2022 and 2021, respectively. Wesbanco offff eff rs its customers a wide range of retail, commercial, investment and
electronic banking services, which are viewed as a vital component of Wesbanco’s aba ility to attract and maintain customers, as well as providing
additional feff e income beyond normal spread-related income to Wesbanco. Non-interest income decreased $15.4 million or 11.6% in 2022
compared to 2021, primarily due to decreases in trusrr
t feff es, mortgage banking income, net securities gains (losses), and net gains on other real
estate owned and other assets. The decreases were slightly offff sff et by increases in service charges on deposits, net securities brokerage revenue
and bank-owned lifeff

insurance income.

Trurr st feff es decreased $2.0 million or 6.6% in 2022 compared to 2021, dud e to a decline in the market value of trurr st assets, which were $4.9
t assets include managed
l
the WesMark Funds, a proprietaryr group of mutuat
t and Investment Services, were $0.8 billion and $1.0 billion as of December 31, 2022 and December 31,

billion at December 31, 2022, as compared to a record $5.6 billion at December 31, 2021. As of December 31, 2022, trusrr
assets of $3.9 billion and non-managed (custodial) assets of $1.0 billion. Assets managed forff
funds
ff
2021, respectively, and are included in managed assets.

that is advised by Wesbanco Trusrr

Service charges on deposits increased $3.9 million or 17.3% frff om 2021 to 2022, and electronic banking feff es, which include debit card
interchange feff es, increased $0.7 million or 3.5% over the same time period, reflff ecting increased transaction volume and general consumer
spending.

Net securities brokerage revenue increased to a record $9.5 million in 2022, reflff ecting a $2.6 million or 38.1% increase frff om 2021 due to
certain investment products, including fiff xed rate annuities, during the higher interest rate

organic growth and customers' prefeff rences forff
environment in 2022.

Bank-owned lifeff

insurance income increased $1.8 million or 20.1% in 2022 compared to 2021 due to an increase in mortality-related
benefiff ts received in the current period as well as an increase in the cash surrender value due to the purchase of an additional $40 million of bank-
owned lifeff

insurance in the third quarter of 2021.

Mortgage banking income decreased $14.4 million or 73.7% in 2022 compared to 2021, due to a decrease in mortgage loan originations
resulting frff om the higher interest rate environment in 2022, combined with a lower percentage of loans sold into the secondaryr market as more
residential mortgages were retained in the loan portfolff
io. For 2022, total mortgage production was $1.0 billion, which was a decrease of 28.9%
frff om total production in 2021. In 2022, $245.4 million in mortgages were sold into the secondaryr market at a net margin of 2.1% as compared to
$750.9 million at a net margin of 2.6% in 2021. Included in mortgage banking income and the calculation of net margin noted aba ove are gains
of $3.2 million and $0.4 million frff om the faff ir value adjustments on mortgage loan commitments and related derivatives forff
2022 and 2021,
respectively.

Net securities (losses) gains include both gains and losses on investment security transactions, including sales and calls, as well as market
value adjustments on the defeff rred compensation plan and other equity securities. In 2022, net securities (losses) gains decreased $2.9 million
compared to 2021. There were no availabla e-forff
ity debt investment security sales in either year. Contributing to most of
the overall decrease, the market value adjustments on the defeff rred compensation plan decreased by $2.6 million frff om 2021 to 2022. These
market adjustments had an offff sff etting effff eff ct in employee benefiff ts expense.

-sale or held-to-maturt

Net gain on other real estate owned and other assets decreased $4.3 million in 2022 as compared to 2021, due mostly to the market value
adjustments that were recognized on an investment made by Wesbanco’s Community Development Corpor
ation in a start-up fiff rm more than ten
years ago that was acquired in 2021 by a public company. This investment was sold during 2022. The market value adjustments preceding the
sale of the investment totaled losses of $1.0 million in 2022 as compared to gains of $3.8 million in 2021.

Swapa feff e and valuation income, which includes faff ir value adjustments, increased $0.6 million or 9.0% in 2022 as compared to 2021, due
io in 2022 as compared to 2021. In 2022,
executed totaling
in 2022 totaled $2.7

to an increase in new swapsa
new swapsa
$158.7 million in notional principal resulting in $4.5 million in feff e income in 2021. Fair market value adjustments on swapsa
million as compared to $2.0 million in 2021.

executed totaled $254.3 million in notional principal resulting in $4.4 million in feff e income, compared to new swapsa

originated and greater positive faff ir value adjustments on the swapa portfolff

TATT BLBB E 5.55 NONN NOO -NN I- NII TNN ETT REE ER SEE T EXEE PXX EPP NEE SNN ESS

lll arll

turt

srr inii

thtt ousands)s

(dol
((
Salaries and wages..................................................................................... $
Employee benefiff ts .....................................................................................
Net occupancy ...........................................................................................
Equipment and softff ware ............................................................................
Marketing...................................................................................................
FDIC insurance..........................................................................................
Amortization of intangible assets ..............................................................
ing and merger-related expenses...............................................
Restrucrr
Franchise and other miscellaneous taxes...................................................
Consulting, regulatoryr and advisoryr
feff es ..................................................
ATM and electronic banking interchange expenses..................................
Postage and courier expenses ....................................................................
Supplies .....................................................................................................
Legal feff es...................................................................................................
Communications........................................................................................
Other real estate owned and forff eclosure expenses ....................................
Other ..........................................................................................................
Total non-interest expense......................................................................... $

For the years ended December 31,

2022
167,028
37,771
26,105
32,508
9,335
7,901
10,278
1,723
12,012
13,168
5,903
4,602
3,865
3,165
4,688
789
16,125
356,966

2021
154,242
41,033
26,843
30,006
8,634
4,150
11,457
6,717
10,459
12,642
8,238
5,151
3,819
3,440
4,157
219
21,936
353,143

$ Change

% Change

12,786
(3,262)
(738)
2,502
701
3,751
(1,179)
(4,994)
1,553
526
(2,335)
(549)
46
(275)
531
570
(5,811)
3,823

8.3
(7.9)
(2.7)
8.3
8.1
90.4
(10.3)
(74.3)
14.8
4.2
(28.3)
(10.7)
1.2
(8.0)
12.8
260.3
(26.5)
1.1

Non-interest expense in 2022, excluding restrucrr

ing and merger-related expenses, increased $8.8 million or 2.5% compared to 2021. The
primaryr drivers of this increase were higher salaries and wages, equipment and softff ware costs, FDIC insurance expense and frff anchise and other
miscellaneous taxes. These increases were slightly offff sff et by decreases in employee benefiff ts expense, ATM and electronic banking interchange
expenses, amortization of intangible assets and other operating expenses. Restrucrr
ing and merger related expenses of $1.7 million in 2022
were associated with the branch restrucrr
ing and merger-related expenses in 2021 totaling $6.7 million were related to
turt
the core systems conversion and branch restrucrr

ing while the restrucrr
ing.

turt

Salaries and wages increased $12.8 million or 8.3% in 2022 compared to 2021 due primarily to increases in salaries and incentive
compensation expense combined with a decrease in defeff rred loan contra origination costs. Salaryr expense increased by $9.5 million in 2022 as
compared to 2021 due to normal merit increases and higher staffff iff ng levels. Short term incentive expense increased $0.7 million dudd e to overall
higher perforff mance in 2022 as compared to 2021, with the exception of the mortgage incentive compensation plan. Defeff rred loan contra
origination costs decreased in 2022 due to lower loan origination volume, primarily in the residential real estate category.r

Employee benefiff ts expense decreased $3.3 million or 7.9% in 2022 compared to 2021 due to a $2.6 million reduction in the market
adjustment on the underlying investments of the defeff rred compensation plan, which has an offff sff etting effff eff ct in net securities gains (losses) and
also frff om a reduction in health insurance expense due to reduced claims in 2022.

Equipment and softff ware costs increased $2.5 million or 8.3% in 2022 compared to 2021, due to the core conversion, continuous
turt e, and increased usage of digital banking services. Also, since the core conversion
improvements in technology and communication infrff astrucrr
in the third quarter of 2021, appr
oximately $1.0 million per quarter in online banking costs have been recorded in equipment and softff ware, while
a
in prior periods these costs were recorded in other operating expenses. Such costs are now part of the monthly core softff ware invoice and cannot
be separated as they were with a third party vendor previously.

FDIC insurance increased $3.8 million or 90.4% in 2022 compared to 2021, dudd e to higher quarterly assessment rates. The increase is dud e
to less faff vorabla e fiff nancial ratios used in the rate calculation, particularly those related to high risk assets, core earnings and balance sheet liquidity.
In addition, a $1.0 million refundff
was received in the second quarter of 2021 frff om prior period call report adjustments, also contributing to the
increase year-over-year.

turt

Restrucrr

ing and merger-related expenses in 2022 totaled $1.7 million, a decrease frff om $6.7 million incurred in 2021. The $1.7 million
of expenses in 2022 were comprised of branch closure and lease termination expenses associated with the closure of 13 branches throughout
ing and merger-related expenses in 2021 totaling $6.7 million were comprised of $4.8 million in expenses related to the core
2022. The restrucrr
banking softff ware conversion, including termination feff es of existing contracts, and $1.9 million in branch closure and lease termrr
ination expenses
associated with the closure of 27 branches throughout 2021.

turt

Franchise and other miscellaneous taxes increased $1.6 million or 14.8% in 2022 compared to 2021, primarily due to increases in frff anchise

and personal property taxes across Wesbanco's foot

prt

int.

ATM and electronic banking interchange expenses decreased $2.3 million or 28.3% in 2022 as compared to 2021, due to a reduction in
ACH and ATM processing charges related to a change in providers that occurred in conjunction with our core banking softff ware system conversion
in the third quarter of 2021.

Other operating expenses decreased $5.8 million or 26.5% in 2022 as compared to 2021, due to $4.5 million in legal settlement costs

incurred in 2021 and due to the reclassififf cation of online banking costs mentioned previously into equipment and softff ware costs.

INCOME TAXES

income taxes was $44.3 million forff

2022, which is a $15.3 million decrease as compared to $59.6 million in 2021. The
The provision forff
decrease in the provision forff
income taxes is due in part to a decrease in the effff eff ctive tax rate to 18.7% in 2022 compared to 19.7% in 2021,
which is due to an increase in net tax-exempt interest income on securities and loans of state and political subdivisions and general business
credits. In addition, the decrease resulted frff om lower pre-tax income in 2022 as compared to 2021. The decrease in pre-tax income is primarily
driven by the $64.3 million negative provision forff
credit
losses in 2022.

credit losses recorded in 2021, as compared to a $1.7 million negative provision forff

FINANCIAL CONDITION

Total deposits and shareholders' equity decreased 3.2% and 9.9%, respectively, while total assets remained relatively unchanged compared
to December 31, 2021. Total securities decreased $242.4 million or 6.0% frff om December 31, 2021 to December 31, 2022, primarily driven by
an increase in the net unrealized losses of availabla e-forff
-sale securities of $339.4 million. The securities decrease was partially offff sff et by the
investment of excess liquidity in the fiff rst half of 2022 frff om increased cash balances resulting frff om customers' higher savings. Total portfoff lio
loans increased $969.3 million or 10.0% in 2022 as a result of strong growth across Wesbanco's markets. Deposits decreased $434.8 million or
3.2% frff om year end 2021 primarily reflff ecting the impact of inflff ationaryr pressures and rising costs over the economy. Savings deposits and non-
interest bearing demand deposits increased 7.0% and 2.4%, respectively.

Deposit balances were also somewhat impacted by bonus and royalty payments frff om Marcellus and Utica shale energy companies in
Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia markets totaling $96.7 million and $68.9 million forff
the years
ended December 31, 2022 and December 31, 2021, respectively. The decrease in certififf cates of deposit of $406.8 million is primarily dud e to an
ate strategy designed to increase and remix retail deposit relationships and reduce single-service customers with a focff us on overall
overall corpor
ing certififf cates
produdd cts that can be offff eff red at a lower cost to Wesbanco. The decrease was also impacted by lower offff eff red rates on certain maturtt
ity deposit types. Total borrowings increased 144.5% or $662.8 million during 2022, as
of deposit and customer prefeff rences forff
loan growth increased and required additional fundi
ng generated through FHLB borrowings in the second half of 2022. Also, in March of 2022,
Wesbanco completed the issuance of $150.0 million in aggregate principal amount of subordinated debenturt es. The subordinated debentut res
have a fiff xed rate of 3.75% forff

the next fiff ve years at Three Month SOFR plus a spread of 1.787%.

the fiff rst fiff ve years and a flff oating rate forff

other non-maturt
ff

Total shareholders’ equity decreased $266.5 million or 9.9%, compared to December 31, 2021, primarily due to the repurchase of common
shares, net of restricted stock vesting activity totaling $119.1 million, the declaration of common and prefeff rred shareholder dividends totaling
$81.3 million and $10.1 million, respectively, and a $257.3 million other comprehensive loss. Shareholders' equity was positively impacted by
net income of $192.1 million forff

the year ended December 31, 2022.

SECURITIES

TATT BLBB E 6. COCC MOO PMM OSOO ISS TITT OII NOO OF SESS CURUU IRR TITT EII SEE

lll arll

srr inii

thtt ousands)s

(dol
((
Equity securities (at faff ir value) ................................................................ $
Availabla e-forff

-sale debt securities (at faff ir value)

U.S. Government sponsored entities and agencies ..............................
Residential mortgage-backed securities and

collateralized mortgage obligations of government
sponsored entities and agencies ........................................................

Commercial mortgage-backed securities and

collateralized mortgage obligations of government
sponsored entities and agencies ........................................................
Obligations of states and political subdivisions...................................
rr
ate debt securities......................................................................
Corpor
Total availabla e-forff

-sale debt securities ............................................ $

Held-to-maturt

ity debt securities (at amortized cost)

U.S. Government sponsored entities and agencies .............................. $
Residential mortgage-backed securities and

-sale and equity securities:

collateralized mortgage obligations of government
sponsored entities and agencies ........................................................
Obligations of states and political subdivisions...................................
ate debt securities......................................................................
rr
Corpor
Total held-to-maturt

ity debt securities (1) ........................................ $
Total securities ......................................................................................... $
Availabla e-forff
Weighted average yield at the respective year-end (2)............................
As a % of total securities .........................................................................
Weighted average lifeff
(in years) ..............................................................
Held-to-maturt
Weighted average yield at the respective year-end (2)............................
As a % of total securities .........................................................................
Weighted average lifeff
(in years) ..............................................................
Total securities:
Weighted average yield at the respective year-end (2)............................
As a % of total securities .........................................................................
(in years) ..............................................................
Weighted average lifeff

ity securities:

December 31,

2022

2021

$ Change

% Change

11,506

13,466

(1,960)

225,970

236,978

(11,008)

(14.6)

(4.6)

1,846,053

2,285,213

(439,160)

(19.2)

349,731
92,228
15,158
2,529,140

4,357

45,909
1,177,986
20,377
1,248,629
3,789,275

367,493
106,340
17,438
3,013,462

5,944

58,147
907,649
33,083
1,004,823
4,031,751

$
$

(17,762)
(14,112)
(2,280)
(484,322)

(1,587)

(12,238)
270,337
(12,706)
243,806
(242,476)

(4.8)
(13.3)
(13.1)
(16.1)

(26.7)

(21.0)
29.8
(38.4)
24.3
(6.0)

2.23%
67.0%
6.7

2.96%
33.0%
9.5

2.45%
100.0%
7.6

1.55%
75.1%
5.0

2.92%
24.9%
5.6

1.89%
100.0%
5.2

(1)

Total held-to-maturt
December 31, 2022 and December 31, 2021, respectively.

ity debt securities are presented on the balance sheet net of their allowance forff

credit losses totaling $0.2 million and $0.3 million at

(2) Weighted average yields have been calculated on a taxabla e-equivalent basis using the feff deral statutt oryrr

tax rate of 21%.

Total investment securities, which are a source of liquidity forff Wesbanco as well as a contributor to interest income, decreased by $242.5
io decreased by $484.3
ity
io increased by $243.8 million or 24.3% due to $337.5 million in purchases of municipal bonds. The weighted average yield of the total
io increased 56 basis points frff om 1.89% at December 31, 2021 to 2.45% at December 31, 2022, primarily due to increased higher rate

million or 6.0% frff om December 31, 2021 to December 31, 2022. Over the same period, the availabla e-forff
million or 16.1% primarily driven by an increase in unrealized losses and increased calls of agency and municipal securities. The held-to-maturt
portfolff
portfolff
security purchases and variabla e rate security yields increasing throughout the year.

-sale portfolff

Total gross unrealized securities losses increased $470.4 million, frff om $40.3 million as of December 31, 2021 to $510.7 million at
December 31, 2022. The increase in unrealized losses frff om December 31, 2021, was due to an increase in market rates during 2022 causing
market prices to decrease on the lowest yielding securities, particularly those purchased since the start of the pandemic. Wesbanco believes that
credit losses. Please refeff r to
none of the unrealized losses on availaba le-forff
Note 3, “Securities,” of the Consolidated Financial Statements forff
additional inforff mation. 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 enterprrr

-sale debt securities at December 31, 2022 require an allowance forff

ise prefeff rred stocks.

Net unrealized losses on availabla e-forff

tions resulting frff om changes in market rates in relation to fiff xed yields in the availabla e-forff

-sale securities included in accumulated other comprehensive income, net of tax, as of December 31,
2022 and December 31, 2021 were $261.8 million and $4.7 million, respectively. These net unrealized pre-tax losses represent temporaryr
flff uctuat
io, and on an aftff er-tax basis are
as an adjustment to other comprehensive income in shareholders’ equity. Net unrealized pre-tax (losses) gains in the held-to-
accounted forff
in other comprehensive income, were ($164.2) million at December 31, 2022, compared to $23.6
maturt
io, which are not accounted forff
compared to 25% one
million as of December 31, 2021. With appr
year ago, the recent volatility in interest rates does not have as much impact on other comprehensive income as if the entire portfolff
io were
included in the availabla e-forff

oximately 33% of the investment portfolff

io in the held-to-maturt

-sale category.rr

ity category,r

-sale portfolff

ity portfolff

Equity securities, of which a portion consists of investments in various mutuat

ts forff med in connection with a key
tions on equity securities are
offff iff cer and director defeff rred compensation plan, are recorded at faff ir value. Gains and losses due to faff ir value flff uctuat
included in net securities gains or losses. For those equity securities relating to the key offff iff cer and director defeff rred compensation plan, the
corresponding change in the obligation to the employee is recognized in employee benefiff ts expense.

held in grantor trusrr

l funds

the investment portfolff

On Januaryrr 1, 2020, Wesbanco adopted CECL forff

io are analyzed quarterly to determine if an allowance forff

ity debt portfolff
se of historical fiff nancials of all corpor

ity investments. Upon adoption, the Company recognized $0.2 million
the held-to-maturt
io as of Januaryr 1, 2020. The corprr orate and
to opening retained earnings, which represented the CECL allowance forff
current expected credit
municipal bonds in Wesbanco’s held-to-maturt
l historic defaff ult and
losses is warranted. Wesbanco uses a databaa
rates on rated and non-rated transactions to estimate expected credit losses on an individual security basis. The expected credit losses
recoveryrr
expected credit losses on the balance sheet, which is deducted frff om the amortized
are adjusted quarterly and are recorded in an allowance forff
credit losses.
cost basis of the held-to-maturt
ity securities, which was $9.5 million and $7.0 million as of December 31, 2022 and 2021,
Accruerr d interest receivabla e on held-to-maturt
respectively, is excluded frff om the estimate of credit losses. Held-to-maturt
ity 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; thereforff e, Wesbanco has estimated these losses at
zero, and will monitor this assumption in the futff urt e forff
any economic or governmental policies that could affff eff ct this assumption. Wesbanco
recorded an allowance on held-to-maturt

ity debt securities of $0.2 million and $0.3 million as of December 31, 2022 and 2021, respectively.

io as a contra asset. The losses are recorded on the income statement in the provision forff

ate and municipal issuers and actuat

ity portfolff

TATT BLBB E 7. MAMM TURUU IRR TY DIDD SII TRTT IRR BII UTUU ITT OII NOO ANDNN YIYY EII LEE D ANANN LYSYY ISS SII OF SESS CURUU IRR TITT EII SEE

The folff

lowing tabla e presents the tax-equivalent yields of held-to-maturt

ity debt securities by contractuat

l maturt

ity at December 31, 2022. In

some instances, the issuers may have the right to call or prepay obligations without penalty prior to the contractuat

l maturt

ity date.

Weighted-average yield (1):

U.S. Government sponsored entities and agencies...
Residential mortgage-backed securities and
collateralized mortgage obligations of
government sponsored entities and agencies (2) ...
Obligations of states and political subdivisions (3)..
ate debt securities ..........................................
rr
Corpor
Total weighted average yield........................................

One Year
or Less

One to Five
Years

Five to Ten
Years

Over Ten
Years

Mortgage-
backed
securities

Total

—

2.16%

—
2.94%
—
2.94%

—
3.17%
3.54%
3.23%

—
2.62%
—
2.62%

—
3.18%
—
3.18%

2.53%
—
—
2.50%

2.53%
2.95%
3.54%
2.96%

(1)
(2)

(3)

Yields are determined based on the lower of the yield-to-call or yield-to-maturt
Certain U.S. Government sponsored agency, mortgage-backed and collateralized mortgage securities, which have prepayment provisions, are not assigned
to maturt
Average yields on obligations of states and political subu divisions have been calculated on a taxaba le-equivalent basis using the feff deral statut toryrr
21%.

tions in their prepayment speeds.

ity categories due to flff uctuat

tax rate of

ity.

Cost-method investments consist primarily of FHLB of Pittsburgh stock totaling $36.2 million and $15.9 million at December 31, 2022

and 2021, respectively, and are included in other assets in the Consolidated Balance Sheets.

Wesbanco’s municipal portfolff

io as of December 31, 2022 compared to 25.2% as of
December 31, 2021, which carries diffff eff rent risks that are not as prevalent in other security types contained in the portfoff lio. The foff llowing taba le
presents the allocation of the individual bonds in the municipal bond portfolff
io based on the combined ratings of two maja or bond credit rating
agencies (at faff ir value):

io comprises 33.5% of the overall securities portfolff

TATT BLBB E 8. MUNUU INN CII ICC PII APP L BONOO DNN RARR TITT NII GNN SGG

lll arll

srr inii

(dol
((
Municipal bonds (at faff ir value) (1):

thtt ousands)s

December 31, 2022

December 31, 2021

Amount

% of Total

Amount

% of Total

Investment Grade - Prime...................................................................... $
Investment Grade - High .......................................................................
Investment Grade - Upper Medium.......................................................
Investment Grade - Lower Medium ......................................................
Not rated ................................................................................................

Total municipal bond portfolff

io.................................................................. $

122,914
850,746
131,457
1,064
4,636
1,110,816

11.1
76.6
11.8
0.0
0.5
100.0

99,717
774,858
152,897
2,269
4,602
1,034,343

9.6
74.9
14.8
0.2
0.5
100.0

(1)

The lowest availabla e rating was used when placing the bond into a categoryrr

in the tabla e.

Wesbanco’s municipal bond portfolff

obligation and revenue bonds. The folff

io at December 31, 2022, consists of $384.7 million of taxabla e and $726.1 million of tax-exempt general
lowing tabla e presents additional inforff mation regarding the municipal bond type and issuer (at faff ir value):

TATT BLBB E 9. COCC MOO PMM OSOO ISS TITT OII NOO OF MUNUU INN CII ICC PII APP L SESS CURUU IRR TITT EII SEE

lll arll

srr inii

(dol
((
Municipal bond type:

thtt ousands)s

December 31, 2022

December 31, 2021

Amount

% of Total

Amount

% of Total

General Obligation................................................................................. $
Revenue .................................................................................................

Total municipal bond portfolff
Municipal bond issuer:

io.................................................................. $

State Issued ............................................................................................ $
Local Issued ...........................................................................................

Total municipal bond portfolff

io.................................................................. $

805,621
305,195
1,110,816

72,855
1,037,961
1,110,816

72.5
27.5
100.0

6.6
93.4
100.0

740,858
293,485
1,034,343

42,717
991,626
1,034,343

71.6
28.4
100.0

4.1
95.9
100.0

Wesbanco’s municipal bond portfolff

io is broadly spread across the United States. The folff

lowing tabla e presents the top fiff ve states of

municipal bond concentration based on total faff ir value at December 31, 2022:

TATT BLBB E 10. COCC NOO CNN ECC NEE TNN RTT ARR TITT OII NOO OF MUNUU INN CII ICC PII APP L SESS CURUU IRR TITT EII SEE

lll arll

srr inii

thtt ousands)s

(dol
((
Pennsylvania .................................................................................................................................... $
Califorff nia .........................................................................................................................................
Ohio..................................................................................................................................................
Texas ................................................................................................................................................
Illinois ..............................................................................................................................................
All other states (1)............................................................................................................................
Total municipal bond portfolff

io ........................................................................................................ $

December 31, 2022

Fair Value

% of Total

196,815
193,717
94,415
87,085
44,181
494,603
1,110,816

17.7
17.4
8.5
7.8
4.0
44.6
100.0

(1) Wesbanco's municipal bond portfolff

io contains obligations in the state of West Virginia totaling $31.2 million or 2.8% of the total municipal portfolff

io.

Wesbanco uses prices frff om independent pricing services and, to a lesser extent, indicative (non-binding) quotes frff om independent brokers,
to measure the faff ir value of its securities. Wesbanco validates prices received frff om pricing services or brokers using a varietytt of methods,
including, but not limited to, comparison to secondaryr pricing services, corroboration of pricing by refeff rence to other independent market data
such as secondaryr broker quotes and relevant benchmark indices, review of pricing by personnel faff miliar with market liquidity and other market-
related conditions, review of pricing service methodologies, review of independent auditor reports received frff om the pricing service regarding
its internal controls, and through review of inputs and assumptions used in pricing certain securities thinly-traded or with limited observaba le data
points. The procedures in place provide management with a suffff iff cient understanding of the valuation models, assumptions, inputs and pricing to
reasonaba ly measure the faff ir value of Wesbanco’s securities. For additional disclosure relating to faff ir value measurement, refeff r to Note 16, “Fair
Value Measurement” in the Consolidated Financial Statements.

LOANS AND LOAN COMMITMENTS

Loans represent Wesbanco’s largest balance sheet asset classififf cation and the largest source of interest income. Commercial loanaa s include
CRE, which is furff
tion, and improved property loans; as well as other C&I loans that are not secured
by real estate. Retail loans include residential real estate mortgage loans, home equity lines of credit (“HELOC”), and loans foff r other consumer
rr
purpos

ther diffff eff rentiated between land and construcrr

es.

Loan commitments, which are not reported on the balance sheet, represent availabla e balances on commercial and consumer lines of credit,
commercial letters of credit, deposit account overdraftff protection limits, certain loan guarantee contracts, and appr
oved commitments to extend
credit. Approved commitments, which have been accepted by the customer, are included net of any Wesbanco loan balances that are to be
refiff nanced by the new commitment. However, typically not all appr

oved commitments will ultimately be funde

Loans and loan commitments are summarized in Tabla e 11.

TATT BLBB E 11. LOAOO NSNN ANDNN COCC MOO MMM IMM TMTT EMM NEE TNN STT

December 31,

2022
Commitments

srr inii

Balance

Exposure

943,887 $

thtt ousands)s

tion............................................. $

(dol
lll arll
((
LOANAA S
Commercial real estate:
Land and construcrr
Improved property .................................................
Total commercial real estate.........................................
Commercial and industrial (1).......................................
Total commercial loans ...............................................
Residential real estate .................................................
Home equity lines of credit ..........................................
Consumer ................................................................
Total retail loans........................................................
io loans ...................................................
Total portfolff
Loans held foff r sale.....................................................
Deposit overdraftff limits...............................................
Total loans ............................................................... $
Letters of credit included above
(1) Includes $8.1 million and $162.7 million of SBA PPP loans at December 31, 2022 and December 31, 2021, respectively.

1,093,848 $
211,275
1,305,123
1,359,275
2,664,398
359,467
1,190,386
39,127
1,588,980
4,253,378
12,367
380,143
4,645,888 $
30,362

2,037,735
5,328,732
7,366,467
2,938,670
10,305,137
2,500,051
1,885,451
265,467
4,650,969
14,956,106
20,616
380,143
15,356,865

5,117,457
6,061,344
1,579,395
7,640,739
2,140,584
695,065
226,340
3,061,989
10,702,728
8,249
—

.....................................

10,710,977 $
$

Balance

2021
Commitments

Exposure

833,880 $

4,705,088
5,538,968
1,590,320
7,129,288
1,721,378
605,682
277,130
2,604,190
9,733,478
25,277
—

9,758,755 $
$

610,557 $
302,219
912,776
1,285,726
2,198,502
348,978
878,710
63,004
1,290,692
3,489,194
35,015
370,439
3,894,648 $
29,017

1,444,437
5,007,307
6,451,744
2,876,046
9,327,790
2,070,356
1,484,392
340,134
3,894,882
13,222,672
60,292
370,439
13,653,403

Total portfolff

io loans increased $969.3 million or 1.0% frff om December 31, 2021 to December 31, 2022, due to strong growth throughout
the year in both the commercial real estate and residential real estate portfolff
ios. Excluding PPP loans, total loans increased $1.1 billion or 11.7%
over the last twelve months as the large maja ority of the remaining PPP loans were forff given or repaid over the course of the year. Commercial
real estate loans increased $522.4 million or 9.4%, as improved property increased by 8.8% and land and construcrr
tion loans increased 13.2%.
Commercial and industrial loans decreased $10.9 million or 0.7% due to a $154.6 million decrease in PPP loan balances; excluding PPP loans,
commercial and industrial loans increased $143.6 million or 10.1%. Residential real estate loans increased $419.2 million or 24.4% and home
equity loans increased $89.4 million or 14.8%, while consumer loans decreased $50.8 million or 18.3%. Portfolff
io loans are presented in the
Consolidated Balance Sheets net of defeff rred loan feff es and costs and discounts on purchased loans. The net defeff rred loan costs were $9.6 million
and $3.3 million as of December 31, 2022 and 2021, respectively. Wesbanco conducts a defeff rred loan cost study
to determine the allowabla e costs
to be defeff rred over the lifeff of the loan. Wesbanco’s defeff rred costs have continued to increase at a faff ster rate than the related customer defeff rred
feff e income causing the balance of the defeff rred loan costs to outweigh the defeff rred loan feff es, primarily frff om home equity lines of credit, which
io loan balances were $18.0 million and $25.9 million
have little feff e income. Purchased loan discounts frff om acquisitions included in the portfolff
as of December 31, 2022 and 2021, respectively. Loan accretion included in interest income on loans acquired frff om prior acquisitions was $8.0
million and $13.3 million forff
the year ended
December 31, 2022, recognized PPP loan feff es were $5.9 million compared to $25.3 million forff
the year ended December 31, 2021. At
December 31, 2022, $0.2 million of unaccreted net defeff rred feff e income remains to be recognized on the PPP loans, as compared to $6.1 million
at December 31, 2021.

the years ended December 31, 2022 and 2021, respectively. As part of loan feff e income forff

CRE loans at December 31, 2022 represent a signififf cant component of the loan portfolff

io at 56.6% and increased 9.4% as compared to CRE
tion loan balances increased $110.0 million or 13.2% frff om December 31, 2021 to

balances at December 31, 2021. CRE—land and construcrr
December 31, 2022, while CRE—improved property loans increased $412.4 million or 8.8% during the same period.

C&I loans decreased $10.9 million or 0.7% frff om December 31, 2021 to December 31, 2022, due to the $154.6 million decline in
outstanding PPP loans. The availabla e lines of credit within C&I loans decreased slightly frff om 65.5% at December 31, 2021 to 64.9% of total
C&I revolving lines of credit exposure as of December 31, 2022.

oximately 78% of mortgages by dollar volume originated in 2022 forff

Residential real estate mortgage loans increased $419.2 million frff om December 31, 2021 to December 31, 2022. Wesbanco retained
io compared to 57% in 2021. As mortgage rates increase,
the portfolff
various mortgage products and related terms changes, and thus impacts what Wesbanco is abla e to sell into the secondaryr market.

a
appr
the demand forff

HELOC loans increased $89.4 million or 14.8% frff om December 31, 2021 to December 31, 2022 as $37.8 million in consumer HELOC
loans that were previously classififf ed as consumer were transfeff rred to the HELOC segment. In addition, higher originations of HELOC products
resulted frff om feff wer customers refiff nancing into fiff rst mortgage loans in the higher interest rate environment.

Consumer loans decreased $50.8 million or 18.3% frff om December 31, 2021 to December 31, 2022 due primarily to the aforff ementioned

loan transfeff r.

Total loan commitments increased $751.2 million or 19.3% frff om December 31, 2021 to December 31, 2022. Commitments in the total
oximately $392.3 million or 43.0%, C&I commitments increased $73.5 million or 5.7% and HELOC commitments

io increased appr

CRE portfolff
increased $311.7 million or 35.5%.

Geographic Distribution —Wesbanco extends credit primarily within the market areas where it has branch offff iff ces, markets adjacent
thereto, or markets that have a loan production offff iff ce. Loans outside of these markets are generally only made to establa ished customers that have
other business relationships with Wesbanco in its markets. Loans outside of Wesbanco’s markets represented appr
oximately 4% and 2% of total
loans at December 31, 2022 and December 31, 2021, respectively. These loans consist primarily of C&I, CRE-improved property loans,
e lines of credit to wealth management customers, and
residential real estate loans forff
automobile loans to faff mily members of local customers.

second residences or vacation homes, consumer purpos

The geographi

c distribution of the loan portfolff

io, excluding deposit overdraftff limits and loans held forff

sale, is summarized in Taba le 12.

TATT BLBB E 12. GEGG OGRGG ARR PHPP IHH CII DIDD SII TRTT IRR BII UTUU ITT OII NOO OF LOAOO NSNN

of outstt tantt

dinii gs,s rounded tott nearest

(pe((
tt
rcentage
wholell percent)t
Pittsburgh, PA MSA..................................
Washington-Arlington-Alexandria

December 31, 2022 (1)

Commercial Real Estate

Land and
Construction

Improved
Property

Commercial
and
Industrial

Residential
Real
Estate

Home
Equity
Lines

Consumer

Total

10%

12%

13%

15%

11%

DC-VA-MD-WV MSA..........................
Columbus, OH MSA .................................
Baltimore-Columbia-Towson MD MSA ..
Western Ohio MSAs .................................
Louisville, KY—Jeffff eff rson County MSA..
Upper Ohio Valley MSAs .........................
Other Ohio Locations ................................
Other West Virginia Locations .................
Huntington, WV-Ashland, KY MSA........
Lexington, KY—Fayette County MSA ....
Other Kentuct ky Locations ........................
Morgantown, WV MSA............................
Parkersburg, WV-Marietta, OH MSA ......
Califorff nia-Lexington Park MD MSA .......
Adjacent States & Outside-of-ff Market.......
Other Pennsylvania Locations...................
Other Indiana Locations ............................
Other Marylr and Locations ........................
Frederick-Gaithersburg-Rockville MD
MSA ..........................................................
Total ..........................................................

12
13
3
14
14
2
6
2
3
10
3
1
2
—
4
1
2
—

14
9
8
5
8
4
6
5
3
4
5
4
2
2
4
1
2
4

8
8
2
6
11
13
14
5
3
1
3
3
2
3
4
—
2
—

13
12
11
11
4
5
5
4
2
4
4
3
1
1
4
1
1
1

3
7
4
8
4
10
9
9
3
2
9
3
4
1
1
6
1
1

2
4
2
4
3
22
11
15
5
1
5
5
7
—
5
2
—
—

11
10
7
7
8
6
7
5
3
4
5
3
2
2
4
1
2
2

1
100%

—
100%

(1)

Real estate secured loans are categorized based on the address of the collateral. All other loans are categorized based on the borrower’s address.

The Upper Ohio Valley Metropolitan Statistical Areas (“MSAs”) include the Wheeling, West Virginia and Weirton, West Virginia-
Steubenville, Ohio MSAs. Other West Virginia locations include the Fairmont-Clarksburg and Charleston MSAs as well as communities that are

not located within an MSA primarily in the northern, central and eastern parts of the state. The western Ohio MSAs include the Dayton-Springfiff eld
and the Cincinnati-Middletown MSAs. Other Ohio locations include communities in Ohio that are not located within an MSA, the maja ority of
which are located in southeastern Ohio. Other Indiana locations include communities in Indiana that are not located within an MSA, the maja ority
of which are located in southern Indiana. Other Kentuct ky locations include the Elizabea
thtown KY MSA along with other Kentuct ky locations
that are not located within an MSA. Through the acquisition of OLBK, Wesbanco added the Baltimore-Columbia-Towson, MD MSA, Frederick-
Gaithersburg-Rockville, MD MSA and Washington DC-Arlington-Alexandria, VA MSA as well as other Marylr and locations. Adjacent states
include parts of Delaware and Virginia that are within close proximity to Wesbanco’s markets. Outside-of-ff market loans consist of loans in all
other locations not included in any of the other defiff ned areas and have remained relatively unchanged over the past feff w years.

CREDIT RISK

The risk that borrowers will be unabla e or unwilling to repay their obligations is inherent in all lending activities. Repayment risk can be
impacted by external events such as adverse economic conditions, social and political inflff uences that impact entire industries or maja or employers,
individual loss of employment or other personal calamities and changes in interest rates. This inherent risk may be furff
ted by the
terms and strucrr
turt e of each loan as well as potential concentrations of risk. The primaryrr goal of managing credit risk is to minimize the impact
of all of these faff ctors on the quality of the loan portfolff

ther exacerbar

io.

Credit risk is managed through the initial underwriting process as well as through ongoing monitoring and administration of the portfoff lio.
Credit policies establa ish standard underwriting guidelines forff
opriate evaluation of the credit characteristics
of each borrower. This evaluation focff uses on the suffff iff ciency and sustainabia lity of the primaryrr source of repayment, the adequacy of collateral, if
any, as a secondaryr source of repayment, potential foff r guarantor supu port, as a tertiaryrr source of repayment and other faff ctors unuu ique to each type
of loan that may increase or mitigate their risk. The manner and degree of monitoring and administration of the portfoff lio varies by type and size
of loan.

each type of loan and require an appr

Credit risk is also managed by closely monitoring delinquency levels and trends and initiating collection effff orff

ts at the earliest stage of
delinquency. Wesbanco also monitors general economic conditions, including unemployment, housing activity and real estate values in its
opriate based on market conditions, the perforff mance of one or more loan categories,
markets. Underwriting standards are modififf ed when appr
and other external faff ctors. An independent loan review func
io to assess the adequacy and
ff
effff eff ctiveness of underwriting, loan documentation and portfolff

tion also perforff ms periodic reviews of the portfolff
io administration.

Each categoryrr of loans contains distinct elements of risk that impact the manner in which those loans are underwritten, strucrr

tut red,
terms and underwriting practices, together with specififf c risks associated witht each categoryr

documented, administered and monitored. Customaryr
of loans and Wesbanco’s processes forff managing those risks are discussed in the remainder of this section.

Commercial Loans —The commercial portfolff

loans oftff en involve multiple loans to one borrower or a group of related borrowers, thereforff e the potential forff
be signififf cantly greater forff
borrowers or groups of borrowers, industries and geographi

c markets and by requiring appr

commercial loans than forff

io consists of loans to a wide range of business enterprrr

ises of varyirr ng size. Many commercial
loss on any single transaction can
retail loans. Commercial loan risk is mitigated by limiting total credit exposure to individual

opriate collateral or guarantors.

Commercial loans are monitored forff

potential concentrations of loans to any one borrower or group of related borrowers. At December 31,
2022 Wesbanco’s legal lending limit to any single borrower or their related interests appr
oximated $246 million. The ten largest commercial
relationships combined ranged frff om $662 million to $843 million during 2022. There were 20 relationships that exceeded $50 million at
December 31, 2022. These large relationships generally consist of more than one loan to a borrower or their related entities. The single largest
oximated $117 million at December 31, 2022 and consists of multiple loans to a business relationship foff r gasoline
relationship exposure appr
stations with convenience stores, which is in the retail sector.

ity, are appr

Commercial loans, including renewals and extensions of maturt

oved within a frff amework of individual lending authorities based
oved by underwriters that are not responsible
on the total credit exposure of the borrower. Loans with credit exposure up to $1 million are appr
oval of a commercial banking executive, and
loan origination. Loans with credit exposure greater than $1 million minimally require the appr
forff
loan origination. In the Mid-Atlantic
credit exposures greater than $1.5 million require appr
a
oval of a credit committee comprised of senior management in the
market, credit exposures greater than $5 million up to $15 million require appr
market and credit offff iff cers not responsible forff
oval of a centralized credit
committee comprised of senior and executive management, credit offff iff cers, directors, and certain other non-voting qualififf ed persons that are not
loan origination. Underwriters and credit offff iff cers do not receive incentive compensation based on loan origination volume.
responsible forff
Commercial banking executives receive incentive compensation based on multiple faff ctors that include loan origination, net growtht
in outstanding
loan balances, feff es, credit quality and portfolff

loan origination. Credit exposures greater than $25 million require appr

oval of a credit offff iff cer that is not responsible forff

io administration requirements.

a
a

CRE – land and construcrr

tion consists of loans to fiff nance land forff
tion of residential dwellings forff

ise,
rtments and other commercial buildings that
agriculturt al or minerals extraction, construcrr
tion loans generally are made only when Wesbanco also
may be owner-occupied or income-generating investments forff
commits to the permanent fiff nancing of the project, has a takeout commitment frff om another lender forff
the permanent loan or the loan is expected
to be repaid frff om the sale of subu divided property. However, even if Wesbanco has a takeout commitment, construrr ction loans are underwritten as
tion loans that did not have a takeout commitment
if Wesbanco will retain the loan upon completion of construcrr
when the loan originated have been sold or refiff nanced in the secondaryr market immediately upu on completion of construrr ction, at times, resulting
in signififf cant unscheduled loan payoffff sff .

development, investment, use in a commercial business enterprrr
resale, multi-faff mily apaa

tion. In recent years, many construcrr

the owner. Construcrr

CRE – land and construcrr

tion loans require payment of interest-only during the construcrr

tion period, with initial terms ranging frff om six
larger, multiple-phase projects, such as residential housing developments and large scale commercial projects.
months up to three years forff
Interest rates are oftff en fuff lly-flff oating based on an apa propriate index, but may be strurr ctut red in the same manner as the interest rate that will apa ply
tion period is typically included in the projo ect costs and
to the permanent loan upon completion of construcrr
thereforff e is oftff en funde
opriate stage of completion with each
advance and that interest reserves are not exhausted prior to completion of the project. In the event a project is not completed within the initial
ity, but interest beyond the initial term must be paid by the borrower and in some instances an additional
term, the loan is re-underwritten at maturt
interest reserve is required as a condition of extending the maturt
tion, the loan is converted to permanent fiff nancing
and reclassififf ed to CRE—improved property.

d by loan advances. Advances are monitored to ensure that the project is at the appr

tion. Interest during the construcrr

ity. Upon completion of construcrr

CRE – improved property loans consist of loans to purchase or refiff nance owner-occupied and investment properties. Owner-occupied CRE
rtment buildings,

consists of loans to borrowers in a diverse range of industries and property types. Investment properties include multi-faff mily apaa
1-to-4 faff mily rental units, lodging and various types of commercial buildings that are rented or leased to unrelated parties of the owner.

CRE – improved property loans generally require monthly principal and interest payments based on amortization periods ranging frff om ten
to thirty years depending on the type, age and condition of the property. Loans with amortization periods exceeding twenty years typically also
ity date or call option of ten years or less. Interest rates are generally adjustabla e aftff er a fiff xed period ranging frff om one to fiff ve years
have a maturt
based on an appr
longer than fiff ve years and certain loans frff om
a
acquisitions may have longer initial fiff xed rate terms. For certain larger loans, the borrower may be required to enter into an interest rate derivative
contract that converts Wesbanco’s rate to an adjustabla e rate.

opriate index of comparabla e duration. Interest rates may also be fiff xed forff

C&I loans consist of revolving lines of credit to fiff nance accounts receivaba le, inventoryr and other general business purprr oses; term loans to
a variety of businesses.

fiff nance fiff xed assets other than real estate, and letters of credit to support trade, insurance or governmental requirements forff
Most C&I borrowers are privately-held companies with annual sales up to $100 million.

C&I term loans secured by equipment and other types of collateral generally require monthly principal and interest payments based on
amortization periods up to ten years depending on the estimated usefulff
lifeff of the collateral, with interest rates that may be fiff xed foff r the term of
the loan (potentially via an interest rate derivative contract) or adjd ustaba le aftff er a fiff xed period ranging frff om one to seven years based on an
a
appr

opriate index.

on demand or at maturt

Commercial lines and letters of credit are generally categorized as C&I but may also be categorized as CRE—improved property loans or
CRE—land and construcrr
tion if they are secured primarily by real estate. Lines of credit typically require payment of interest-only with principal
opriate short-term index. Letters of
dued
credit typically require a periodic feff e with principal and interest due on demand in the event the benefiff ciaryrr of the letter requests an advance on
the commitment. Lines of credit may also include a feff e based on the amount of the line that is not advanced. Lines and letters of credit are
generally renewabla e or may be cancelled annually by Wesbanco, but may also be committed forff
certain small business lines
the benefiff ciaryrr within a specififf ed time in the event Wesbanco
and certain letters of credit. Letters of credit may also require Wesbanco to notifyff
does not intend to renew or extend the commitment.

ity. Interest rates on lines of credit are generally fulff

ly-adjustabla e based on an appr

up to three years forff

Tabla e 13 summarizes the distribution of maturt

ities by rate type forff

all commercial loans.

TATT BLBB E 13. MAMM TURUU IRR TITT EII SEE OF COCC MOO MMM EMM REE CICC AII L LOAOO NSNN

In One
Year or
Less

thtt ousandsdd )s

(i(( nii
Commercial real estate:
tion ... $ 68,628
Land and construcrr
Improved property.........
158,587
Commercial and industrial .
140,709
Total commercial loans...... $ 367,924

December 31, 2022

Aftff er One
Year
Through
Five
Years

Fixed Rate Loans
Aftff er Five
Years
Through
Fiftff een
Years

Aftff er
Fiftff een
Years

In One
Year or
Less

Total

Aftff er One
Year
Through
Five
Years

Variable Rate Loans
Aftff er Five
Years
Through
Fiftff een
Years

Aftff er
Fiftff een
Years

Total

$ 170,012
1,160,341
485,219
$ 1,815,572

$ 184,484
1,209,187
337,118
$ 1,730,789

$ 42,643
106,864
45,207
$ 194,714

$ 465,767
2,634,979
1,008,253
$ 4,108,999

$ 110,297
106,221
71,025
$ 287,543

$ 216,922
539,014
207,671
$ 963,607

$ 133,952
1,594,023
203,867
$ 1,931,842

$ 16,949
243,220
88,579
$ 348,748

$ 478,120
2,482,478
571,142
$ 3,531,740

The primaryrr

faff ctors considered in underwriting CRE—land and construcrr

tion loans are the overall viabia lity of each project, the experience
and fiff nancial capa acity of the developer or builder to successfuff lly complete the projo ect, market aba sorprr tion rates and property values. These loans
also have the unique risk that the developer or builder may not complete the projo ect, or not complete it on time or within budget. Risk is generally
mitigated by extending credit to developers and builders with estaba lished reputations who operate in Wesbanco’s markets and have the liquidity
ion, periodically inspecting
or other resources to absa orbr unanticipated increases in the cost of a project or longer than anticipated absa orptrr
construcrr
tion by a licensed architect
certain types of projects. Since speculative projects are inherently
or engineer and perforff mance and payment bonds may also be required forff
investment
riskier, Wesbanco may require a specififf ed percentage of pre-sales forff
property beforff e construcrr

tion in progress, and disbursing the loan at specififf ed stages of completion. Certififf cation of completed construcrr

land and residential development or pre-lease commitments forff

tion can begin.

The primaryrr

faff ctors that are considered in underwriting investment real estate are the debt service coverage calculation, the net rental
income generated by the property, the composition of the tenants occupying the property, and the terms of leases, all of which may varyrr depending
on the specififf c type of property. Other faff ctors that are considered include the overall fiff nancial capaa
city of the investors and their experience
owning and managing investment property.

Repayment of owner-occupied loans must come frff om the cash flff ow generated by the occupant’s commercial business. Thereforff e, the
faff ctors that are considered in underwriting owner-occupu ied CRE and C&I loans are the debt service coverage calculation, the historical
primaryrr
their potential
and projected earnings, cash flff ow, capia tal resources, liquidity and leverage of the business. Other faff ctors that are considered forff
impact on repayment capaa
the business’ products
and services, business model viaba ility, quality, experience and depth of management, and external inflff uences that may impact the business such
as general economic conditions and social or political changes.

competitive advantages and disadvantages, demand forff

city include the borrower’s industry,r

The type, age, condition and location of real estate as well as any environmental risks associated with the property are considered foff r both
owner-occupied and investment CRE. Environmental risk is mitigated by requiring assessments perforff med by qualififf ed inspectors whenever the
current or previous uses of the property or any adjacent properties are likely to have resulted in contamination of the propertytt
fiff nanced. Risk is
ther mitigated by requiring borrowers to have adequate down payments or cash equity, thereby limiting the loan amount in relation to the
furff
lower of the cost or the market value of the property, unless there are suffff iff cient mitigating faff ctors that would reduce the risk of a higher loan-to-
value. Market values are determined by obtaining current apa praisals or evaluations, whichever is apa propriate or required by bankinn ng regulations
based on the amount fiff nanced prior to the loan being made. New appr
aisals or evaluations may be obtained throughout the lifeff of each loan to
more accurately assess current market value when the initial term of a loan is being extended, market conditions indicate that the property value
may have declined, and/or the primaryr source of repayment is no longer adequate to repay the loan under its original terms.

unimproved land to 85% forff

CRE loan-to-value (“LTV”) ratios are generally limited to the maximum percentages prescribed by Wesbanco credit policy or banking
improved commercial property. Regulatoryr guidelines also limit the aggregate
regulations, which range frff om 65% forff
of CRE loans that exceed prescribed LTV ratios to 30% of the Bank’s total risk-based capia tal. The aggregate of all CRE loans and loan
commitments that exceeded the regulatoryrr guidelines appr
oximated $126 million or 8% of the Bank’s total risk-based capia tal at December 31,
2022, compared to $117 million or 7% at December 31, 2021. Regardless of credit policy or regulatoryrr guidelines, lower LTV ratios may be
required forff
certain types of properties or when other faff ctors exist that increase the risk of volatility in market values such as single or special-
use properties that cannot be easily converted to other uses or may have limited marketabia lity. Conversely, higher LTV ratios may be acceptaba le
when there are other faff ctors to adequately mitigate the risk.

The type and amount of collateral forff C&I loans varies depending on the overall fiff nancial strength of the borrower, the amount and terms
ly secured with various types

of the loan, and availabla e collateral or guarantors. The level of pledged collateral can varyrr

frff om unsecured to fulff

of collateral. Unsecured credit is only extended to those borrowers and/or guarantors that exhibit consistently strong repayment capa acity and the
fiff nancial condition to withstand a temporaryr decline in their operating cash flff ows. Unsecured loans totaled $226 million and $393 million at
December 31, 2022 and December 31, 2021, respectively. Of the unsecured loans at December 31, 2022, $8 million are SBA-guaranteed PPP
loans versus $163 million at December 31, 2021. Loans can be secured by bank deposit accounts, marketabla e securities, working capia tal assets
, equipment or owner occupied real estate. Bank deposits and marketabla e securities represent the lowest risk.
(accounts receivabla e and inventory)rr
opriately
Marketabla e securities are subject to changes in market value and are monitored regularly by the bank to ensure they remain appr
margined. Collateral other than equipment or real estate that flff uctuat
tes with business activity, such as accounts receivabla e anaa d inventoryr , may
also be subject to regular reporting and certififf cation by the borrower and, in some instances, independent inspection and verififf cation by Wesbanco.
Loans secured by equipment or real estate may be subject to receipt of third party appr
aisals. Although loans can be collateral type-specififf c, they
can also be secured by multiple property types and/or a blanket lien may be placed on all of a borrower’s assets.

Most commercial loans are originated directly by Wesbanco. Participation in loans originated by other fiff nancial institutt

ions represents
$789 million or 7.7% of total commercial loan exposure at December 31, 2022, compared to $547 million or 5.9% at December 31, 2021.
Included in this total are Shared National Credits of $10 million at December 31, 2022 and $11 million at December 31, 2021. Shared National
ions. Wesbanco perforff mrr s its own
Credits are defiff ned as loans in excess of $100 million that are fiff nanced by three or more lending institutt
customaryr credit evaluation and underwriting beforff e purchasing loan participations. The credit risk associated with these loans is similar to that
of loans originated by Wesbanco, but additional risk may arise frff om the limited abia lity to control the actions of the lead, agent or servicing
institutt

ion.

The commercial portfolff

io is monitored forff

potential concentrations of credit risk including by market, CRE property type, C&I indudd stryrr ,

loan type and loans affff eff cted by similar external faff ctors.

Beginning in 2001 and revised in 2013, banks of a certain size are required to track C&I loan transactions designated as Highly Leveraged
e of a buyout, acquisition or capa ital distributions and
Transactions (“HLTs”). Loans that meet the criteria must be of a certain size, forff
meet certain leverage ratios. As of December 31, 2022, Wesbanco had $39.8 million or 0.4% of total commercial loan exposure designated as
HLTs, as compared to $39.5 million or 0.4% as of December 31, 2021.

the purpos

The bank is monitoring the offff iff ce building portfolff

io, as the continuing trend towards remote work has led to diminished need foff r dedicated
offff iff ce space. As of December 31, 2022, total exposure to land development and new development related to offff iff ce buildings, improvements and
renovation of existing strucrr
oximated $519 million or 5.0% of the total
commercial loan exposure, as compared to $470 million or 5.0% of the total commercial loan exposure at December 31, 2021. There is a potential
risk forff

offff iff ce loan losses to materialize as lease agreements begin to expire and companies reduce their foot

turt es, purchase of existing buildings and other related activities appr

int.

prt

TATT BLBB E 14. COCC MOO MMM EMM REE CICC AII L EXEE PXX OSOO URUU ER BY INII DNN USUU TRTT Y

Land and Construction

Improved Property

Commercial and Industrial

PPP

December 31, 2022

thtt ousandsdd )s

(i(( nii
Agriculturt e and faff rming ............ $
Energy ...............................
Construrr ction .........................
ing.......................
Manufaff cturt
Wholesale and distribution .........
Retail.................................
Transportation and warehousing ...
Inforff mation and communications ..
Finance and insurance ..............
Equipment leasing...................
Real estate - 1-4 faff mily .............
Real estate - multi-faff mily...........
Real estate - other retail.............
Real estate - shopping center .......
Real estate - offff iff ce building ........
Real estate -
ing .........
commercial/manufaff cturt
Real estate - residential buildings ..
Real estate - other ...................
Services ..............................
Schools and education services.....
Healthcare ...........................
Entertainment and recreation .......
Hotels ................................
Other accommodations .............
Restaurants ..........................
Religious organizations .............
Government .........................
Unclassififf ed .........................
Total commercial loans ............. $

Balance

1,735 $
4,656
92,343
7,915
1,413
31,157
14,679
3,884
1,157
573
3,844
268,166
2,248
20,760
36,795

Commitment
2,694
—
74,503
29,151
2,700
34,559
2,116
31,793
7
663
2,389
468,087
192
14,647
8,205

Balance

13,382 $
30,262
106,252
148,041
58,978
287,171
62,200
9,638
17,183
18,485
236,117
569,289
172,854
480,629
442,349

Commitment
808
939
19,521
31,945
2,893
22,155
2,985
—
485
461
13,062
11,038
1,835
5,611
18,862

30,506
58,057
89,731
14,614
23,963
121,471
11,182
20,158
21,589
16,691
7,721
36,879
—
943,887 $

7,507
185,002
23,865
9,289
—
80,053
6,333
29,819
13,165
10,781
5,239
5,384
45,705
1,093,848

326,776
107,583
484,479
262,462
29,171
360,093
42,526
622,803
47,846
90,933
69,204
18,973
1,778

$ 5,117,457 $

6,421
5,912
26,896
18,148
701
6,558
1,170
1,363
1,266
5,562
2,398
220
2,060
211,275

Balance

25,701 $
83,682
157,526
154,563
130,553
121,967
53,017
5,395
44,352
52,882
3,652
—
4,393
—
12,014

Commitment
6,590
48,561
207,918
132,245
95,453
81,590
20,946
2,353
122,380
37,010
3,384
—
—
—
580

8,337
21,189
25,424
191,347
93,414
110,160
4,913
836
90
45,226
27,570
179,199
13,878
1,571,280 $

527
16,038
30,347
138,615
11,980
60,255
6,478
6,495
539
25,954
21,692
19,834
261,511
1,359,275

Loan
Balance

Total Loan
Balance

Total
Exposure

% of
Capital
(1)

6
89
540
3,069
—
119
641
22
80
—
—
—
—
—
—

—
21
23
721
—
343
129
1,430
—
699
—
183
—
8,115

40,824 $

118,689
356,661
313,588
190,944
440,414
130,537
18,939
62,772
71,940
243,613
837,455
179,495
501,389
491,158

365,619
186,850
599,657
469,144
146,548
592,067
58,750
645,227
69,525
153,549
104,495
235,234
15,656
$ 7,640,739 $

50,916
168,189
658,603
506,929
291,990
578,718
156,584
53,085
185,644
110,074
262,448
1,316,580
181,522
521,647
518,805

380,074
393,802
680,765
635,196
159,229
738,933
72,731
682,904
84,495
195,846
133,824
260,672
324,932
10,305,137

3.1
10.3
40.3
31.0
17.9
35.4
9.6
3.2
11.4
6.7
16.1
80.5
11.1
31.9
31.7

23.3
24.1
41.6
38.9
9.7
45.2
4.4
41.8
5.2
12.0
8.2
15.9
19.9
630.5

(1)

Represents Bank’s total risk-based capia tal.

Multi-faff mily apaa

rtment exposure increased 67.9% frff om
$784 million at December 31, 2021 to $1,317 million at December 31, 2022. This exposure represents 80.5% of total risk-based capaa ital at
December 31, 2022, up frff om 48.8% at December 31, 2021.

rtments represent the single largest categoryr of commercial loans. Multi-faff mily apaa

Healthcare represents the second largest categoryrr of commercial exposure with total exposure of $739 million. Healthcare exposuru e
represents 45.2% of risk-based capia tal, compared to 47.1% at

decreased 2.5% frff om December 31, 2021 to December 31, 2022. This categoryrr
December 31, 2021.

Lodging represents the third largest categoryrr of commercial exposure with total exposure of $683 million. While the bank is still closely
io, the negative effff eff cts of the pandemic experienced in 2020 and 2021 have largely been alleviated. Lodging exposure
represents 41.8% of risk-based capia tal, compared to 45.0% at

monitoring this portfolff
declined 5.6% frff om December 31, 2021 to December 31, 2022. This categoryr
December 31, 2021.

Real estate—other represents the four

exposure increased 7.2% frff om December 31, 2021 to December 31, 2022. This categoryr
39.5% at December 31, 2021. Real estate – other consists of property types such as box stores, eating faff cilities and mixed use.

th largest categoryrr of commercial exposure with total exposure of $681 million. Real estate—other
represents 41.6% of risk-based capia tal, compared to

Construcrr

tion exposure
tion represents the fiff ftff h largest categoryrr of commercial loan exposure with total exposure of $659 million. Construcrr
declined 3.4% frff om December 31, 2021 to December 31, 2022. This represents 40.3% of total risk-based capia tal at December 31, 2022, compared
to 42.4% at December 31, 2021. Construrr ction-coded loans are broken down between 1-4 faff mily homes built forff
sale, lot development and general
trade.

Services represents the sixth largest categoryrr of commercial exposure with total exposure of $635 million. Services increased 6.8% frff om

December 31, 2021 to December 31, 2022. This categoryrr

represents 38.9% of risk-based capia tal, compared to 37.0% at December 31, 2021.

In addition to the methods in which Wesbanco monitors the CRE portfoff lio foff r possible concentrations of risk, the regulatoryr agencies use
a two-tiered assessment to determine whether a bank has an overall concentration of CRE lending as a percentage of bank total risk-based capia tal.
tions and thereforff e do not necessarily match the balances
Loan balances used to determine compliance are based upon Call Report instrucrr
tion. This tier totals $1,301
displayed in Tabla e 14. The fiff rst tier measures loans forff

land, land development, residential and commercial construcrr

the fiff rst tier is 100% of total risk-based capia tal. The second tier measures loans included in the fiff rst tier plus multi-faff mily apaa

million or 79.6% of total risk-based capia tal at December 31, 2022, compared to $914 million or 56.8% at December 31, 2021. The regulatoryr
rtments
guidance forff
and other commercial investment property. This tier totals $4,739 million or 289.9% of total risk-based capia tal at December 31, 2022, compared
to $4,105 million or 255.2% at December 31, 2021. The regulatoryr guidance forff
the second tier is 300% of total risk-based capia tal. The regulatoryrr
agencies also consider whether a bank’s CRE portfolff
io has increased by 50% or more within the prior thirty-six months of the assessment date.
Total CRE exposure increased $719 million or 17.9% forff

the thirty-six month period ended December 31, 2022.

acquisition, development or construcrr

Basel III requires banks to identifyff High Volatility Commercial Real Estate (“HVCRE”) loans in their portfolff

ios. These loans are subject
to 150% weighting in the risk-based capia tal calculation, effff eff ctive Januaryr 1, 2015. These regulations require, among other things, that investment
CRE loans forff
, meet the statutt oryrr LTV guidelines, have
aised value, and the loan documentation must
a minimum contributed equity of 15% in cash, marketabla e securities or contributed land at appr
contain a requirement that the initial capia tal injection remain in the project until the loan has converted to permanent fiff nancing or is paid in fuff ll.
Changes to the law in May 2018 eliminated certain CRE loan categories frff om being subject to the regulation, such as owner-occupied, changed
aised value forff
contributed land value frff om cost to appr
the equity component and required only the initial capia tal to meet the 15% threshold
oximately $119 million in HVCRE exposure representing 1.6% of total CRE exposure and 7.3% of total
remain in the project. The bank has appr
risk-based capa ital at December 31, 2022. This compares to $79 million in HVCRE exposure representing 1.2% of total CRE exposure and 4.9%
of total risk-based capia tal at December 31, 2021.

tion that are not in permanent amortizing loan statust

Under the CARES Act, Wesbanco modififf ed appr

oximately 3,600 loans totaling $2.2 billion in 2020, of which no commercial loans remain
io loans as of
in defeff rral as of December 31, 2022. This compares to $51.5 million of commercial loans, representing 0.5% of total portfolff
December 31, 2021. However, $65.0 million of commercial loans as of December 31, 2022 had various payment terms modififf ed in exchange forff
enhancements benefiff cial to the Bank which were permanent improvements to the credit faff cility. Changes include an increase in flff oor rates,
increase in guarantors and duration of guarantees and a change in covenants. None of the aforff ementioned loans were considered delinquent or
on non-accruarr

as of December 31, 2022.

l statust

Retail Loans —Retail loans are a homogenous group, generally consisting of standardized products that are smaller in amount and
distributed over a larger number of individual borrowers. This group is comprised of residential real estate loans, home equity lines of credit and
consumer loans.

Residential real estate consists of loans to purchase, construcrr

oximately $11 million at December 31, 2021. Wesbanco originates residential real estate loans forff

its portfolff
io loans also include loans to fiff nance vacant land upon which the owner intends to construcrr

t or refiff nance the borrower’s primaryrr dwelling, second residence or vacation
oximately $10 million of 1-to-4 faff mily rental properties at December 31, 2022, a decrease frff om
home. Residential real estate also includes appr
io as well as foff r sale in the
appr
a
t a dwelling at a futff urt e date.
secondaryrr market. Portfolff
io loans require monthly principal and
Except forff
tion periods range frff om six to twelve months, but may be longer forff
interest payments to amortize the loan with terms up to thirty years. Construcrr
larger residences. Loans forff
vacant land generally begin amortizing immediately and are refiff nanced when the owner begins construrr ction of a
dwelling. Interest rates on portfoff lio loans may be fiff xed foff r upu to thirty years. Adjd ustaba le rate loans are based primarily on the Treasuryrr Constant
Maturt
ity index and can adjust annually or in increments up to 15 years. Currently most 30 year and a portion of 15 year fiff xed-rate originations
are sold into the secondaryr market.

tion loans that require interest-only payments during the construcrr

tion period, portfolff

construcrr

HELOC loans are secured by fiff rst or second liens on a borrower’s primaryr

residence or second home. HELOCs are generally limited to an
amount which when combined with the fiff rst mortgage on the property, if any, does not exceed 90% of the market value. Maximum LTV ratios
are also tiered based on the amount of the line and the borrower’s credit history.r Most HELOCs originated prior to 2005 are availabla e forff
draws
by the borrower forff
up to fiff ftff een years, at which time the outstanding balance is converted to a term loan requiring monthly principal and interest
payments suffff iff cient to repay the loan in not more than seven years. Most HELOCs originated frff om 2005 through 2013 are availabla e to the
an indefiff nite period as long as the borrower’s credit characteristics do not materially change, but may be cancelled by Wesbanco
borrower forff
under certain circumstances. Generally, lines originated since 2013 have a 15 year draw period, a ten-year repayment period and also give
borrowers the option to convert portions of the balance of their line into an installment loan requiring monthly principal and interest payments,
with availabia lity to draw on the line restored as the installment portions are repaid.

trucrr ks, motorcycles and boats; one hundred eighty months forff

Consumer loans consist of installment loans originated directly by Wesbanco and indirectly through dealers to fiff nance purchases of
automobiles, trucrr ks, motorcycles, boats, and other recreational vehicles; home equity installment loans, unsecured home improvement loans, and
revolving lines of credit that can be secured or unsecured. The maximum term foff r installment loans is generally eighty-foff ur months foff r
automobiles,
home
equity/improvement loans; and sixty months if the loan is unsecured. Maximum terms may be less depending on age of collateral. In Januaryr
2018, the bank decided to no longer underwrite indirect loans forff motorcycles, recreational vehicles, trailers, boats or offff -ff road vehicles to reduce
the overall risk profiff le of the portfolff
an indefiff nite period of time as long as the borrower’s
credit characteristics do not materially change, but may be cancelled by Wesbanco under certain circumstances. Interest rates on installment
obligations are generally fiff xed forff

the term of the loan, while lines of credit are adjustabla e daily based on the Prime Rate.

io. Revolving lines of credit are generally availabla e forff

trailers; one hundred twenty months forff

travel

TATT BLBB E 15. MAMM TURUU IRR TITT EII SEE OF RER TATT ILII LOAOO NSNN

In One
Year or
Less

thtt ousandsdd )s

(i(( nii
Residential real estate . $
Home equity lines of
credit ........................
498
Consumer..................
10,032
Total retail loans ........ $ 18,818

8,288

December 31, 2022

Fixed Rate Loans

Variable Rate Loans

Aftff er One
Year
Through
Five
Years
$ 47,683

Aftff er Five
Years
Through
Fiftff een
Years
$ 158,835

Aftff er
Fiftff een
Years
$ 1,066,284

Total
$ 1,281,090

Aftff er One
Year
Through
Five
Years

In One
Year or
Less

171

3,122

Aftff er Five
Years
Through
Fiftff een
Years
$ 43,566

Aftff er
Fiftff een
Years
$ 812,635

Total
$ 859,494

13,976
117,297
$ 178,956

66,378
76,084
$ 301,297

175,651
873
$ 1,242,808

256,503
204,286
$ 1,741,879

22,565
2,384
$ 25,120

32,016
6,197
$ 41,335

39,923
13,473
$ 96,962

344,058
—
$ 1,156,693

438,562
22,054
$ 1,320,110

The primaryrr

faff ctors that are considered in underwriting retail loans are the borrower’s credit historyrr and their current and reasonabla y
io residential real estate loans are generally
the secondaryr market that rely on
ication and assess credit risk. The amount of the borrower’s down payment is an important consideration
residential real estate, as is the borrower’s equity in the property forff HELOCs. It is common practice to fiff nance the total amount of the
tax, title, service contracts and credit insurance.

anticipated abia lity to repay their obligations as measured by their total debt-to-income ratio. Portfolff
underwritten to secondaryrr market lending standards using automated underwriting systems developed forff
empirical data to evaluate each loan appl
forff
purchase price of motor vehicles and other consumer products plus certain allowabla e additions forff

Risk is furff

ther mitigated by requiring residential real estate borrowers to have adequate down payments or cash equity, thereby limiting
the loan amount in relation to the lower of the cost or the market value of the property, unless there are suffff iff cient mitigating faff ctors that would
aisals or evaluations, whichever is apa propriate
reduce the risk of a higher loan-to-value. Market values are determined by obtaining current appr
or required by banking regulations, based on the amount fiff nanced prior to the loan being made. New appr
aisals or evaluations are not obtained
unless the borrower requests a modififf cation or refiff nance of the loan, or there is increased dependence on the value of the collateral because the
borrower is in defaff ult.

Wesbanco does not maintain current inforff mation about

in which retail borrowers are employed. While such inforff mation is
obtained when each loan is underwritten, it oftff en becomes inaccurate with the passage of time as borrowers change employment. Instead,
Wesbanco estimates potential exposure based on consumer demographi
cs, market share, and other availabla e inforff mation when there is a
a
signififf cant risk of loss of employment within an industryrr or a signififf cant employer in Wesbanco’s markets. To management’s knowledge, there
are no concentrations of employment that would have a material adverse impact on the retail portfolff

the industryrr

io.

Most retail loans are originated directly by Wesbanco except forff

indirect consumer loans originated by automobile dealers and other sellers
of consumer goods. Wesbanco perforff ms its own customaryrr credit evaluation and underwriting beforff e purchasing indirect loans. The credit risk
associated with these loans is similar to that of loans originated by Wesbanco, but additional risk may arise frff om Wesbanco’s limited aba ility to
icabla e consumer lending laws. Indirect consumer loans represented $121 million or 54% of consumer
control a dealer’s compliance with appl
loans at December 31, 2022 compared to $129 million or 47% at December 31, 2021.

Loans Held For Sale —Loans held forff

sale in the secondaryr market. Credit risk
associated with such loans is mitigated by entering into sales commitments with third party investors to purchase the loans when they are
originated. This practice has the effff eff ct of minimizing the amount of such loans that are unsold and the interest rate risk at anyaa
point in time.
Wesbanco generally does not service these loans aftff er they are sold. While most loans are sold without recourse, Wesbanco may be required to
l periods of generally up to one year or less. The number and principal balance of
repurchase loans under certain circumstances forff
contractuat
this exposure are not material.
loans that Wesbanco has been required to repurchase has not been material and thereforff e reserves establa ished forff

sale consist of residential real estate loans originated forff

Banks that have been acquired by Wesbanco serviced some of the residential real estate loans that were sold to the secondaryr market prior
to being acquired. Although these loans are not carried as an asset on the balance sheet, Wesbanco continues to service these loans. As of
December 31, 2022 and 2021, Wesbanco serviced loans forff
oximately $29 million and $19 million, respectively. The
unamortized balance of mortgage servicing rights related to these loans is less than $100 thousand at both December 31, 2022 and 2021.

others aggregating appr

CREDIT QUALITY

The quality of the loan portfoff lio is measured by various faff ctors, including the amount of loans that are past dudd e, required to be reported as
advedd rse risk
l loans and TDRs. Non-perforff ming assets also include real estate owned (“REO”)
all

non-perforff ming, or are adversely graded in accordance with internal risk classififf cations that are consistent with regulatoryr
classififf cations. Non-perforff ming loans consist of non-accruarr
and repossessed assets. Net charge-offff sff are also an important measure of credit quality. Wesbanco seeks to develop individual strategies forff

assets that have adverse risk characteristics in order to minimize potential loss. However, there is no assurance such strategies will be successfuff l
and loans may ultimately proceed to forff eclosure or other course of liquidation that does not fulff

ly repay the amount of the loan.

Past Due Loans —Loans that are past dud e but not reported as non-perfoff rming generally consist of loans that are between 30 and 89 days
contractut ally past dud e. Certain loans that are 90 days or more past dud e also continue to accrurr e interest because they are deemed to be well-secured
ts to prevent them frff om becoming more seriously
and in the process of collection. Earlier stage delinquency requires routine collection effff orff
. Tabla e 16
delinquent. Early stage delinquency represents potential futff urt e non-perforff ming loans if routine collection effff orff
summarizes loans that are contractuat

lly past due 30 days or more, excluding non-accruarr

ts are unsuccessfulff

l and TDR loans.

TATT BLBB E 16. PAPP ST DUEUU ANDNN ACCRCC UIUU NII GNN LOAOO NSNN EXEE CXX LCC UDUU IDD NII GNN NONN NOO -NN A- CCRCC UAUU L ANDNN TDTT RDD LOAOO NSNN

lll arll

srr inii

(dol
((
thtt ousands)s
90 days or more:

December 31,

2022

% of
Loan Balance

Amount

2021

% of
Loan Balance

Amount

tion..................... $

Commercial real estate - land and construcrr
Commercial real estate - improved property .........................
Commercial and industrial.....................................................
Residential real estate ............................................................
Home equity lines of credit ...................................................
Consumer...............................................................................
Total 90 days or more................................................................
30 to 89 days:

tion.....................
Commercial real estate - land and construcrr
Commercial real estate - improved property .........................
Commercial and industrial.....................................................
Residential real estate ............................................................
Home equity lines of credit ...................................................
Consumer...............................................................................
Total 30 to 89 days ....................................................................
Total 30 days or more................................................................ $

629
84
1,586
1,551
1,063
530
5,443

910
2,459
984
3,582
3,920
3,584
15,439
20,882

0.07
0.00
0.10
0.07
0.15
0.23
0.05

0.10
0.05
0.06
0.17
0.56
1.58
0.14
0.19

51
3,042
559
2,840
685
627
7,804

—
14,001
3,442
4,513
2,528
2,668
27,152
34,956

0.01
0.06
0.04
0.16
0.11
0.23
0.08

0.00
0.30
0.22
0.26
0.42
0.96
0.28
0.36

Loans past due 30 days or more and accruirr ng interest and not reported as TDRs decreased $14.1 million, representing 0.19% of total loans
at December 31, 2022, as compared to 0.36% at December 31, 2021. The overall low level of delinquency is the result of management’s continued
focff us on sound initial underwriting and timely collection of loans at their earliest stage of delinquency.

Non-Perforff ming Assets —Non-perforff ming assets consist of non-accruarr

l loans, TDRs, REO and repossessed assets.

Loans are categorized as TDRs when Wesbanco, forff

economic or legal reasons related to a borrower’s fiff nancial diffff iff culties, grants a
concession to the borrower that it would not otherwise consider unless the modififf cation results in only an insignififf cant delay in the payments to
be received. Concessions may include a reduction of either the interest rate, the amount of accruerr d interest, or the principal balance of the loan.
Other possible concessions are an interest rate that is less than the market rate foff r loans with comparaba le risk characteristics, an extension of the
matut rity date or an extension of the amortization schedud le. Loans reported in this categoryr continue to accrurr e interest so long as the borrower is
abla e to continue repayment in accordance with the restrucrr
l
l are reported in the non-accruarr
categoryrr and not included with accruirr ng TDRs.

turt ed terms. TDRs that are placed on non-accruarr

Loans are generally placed on non-accrurr al when they become past due 90 days or more unless they are both well-secured and in the process
th in Note 4, “Loans and the Allowance forff Credit Losses,” of
cy

l loans also include consumer loans that were recently discharged in Chapta er 7 bankrupt

l loans include certain loans that are also TDRs as set forff

of collection. Non-accruarr
the Consolidated Financial Statements. Non-accruarr
but forff which the borrower has continued to make payments forff

less than six consecutive months aftff er the discharge.

REO consists primarily of property acquired through or in lieu of forff eclosure but may also include bank premises held forff

sale. Repossessed

assets primarily consist of automobiles and other types of collateral acquired to satisfyff defaff ulted consumer loans.

Tabla e 17 summarizes non-perforff ming assets.

TATT BLBB E 17. NONN NOO -NN P- EPP REE FOFF ROO MRR IMM NII GNN ASSSS ESS TSTT

lll arll

srr inii

(dol
((
TDRs accruirr ng interest:

thtt ousands)s

tion..................................................................... $

Commercial real estate—land and construcrr
Commercial real estate—improved property .........................................................................
Commercial and industrial .....................................................................................................
Residential real estate .............................................................................................................
Home equity lines of credit ....................................................................................................
Consumer................................................................................................................................
Total TDRs accruirr ng interest......................................................................................................
Non-accrurr al loans:

tion.....................................................................
Commercial real estate—land and construcrr
Commercial real estate—improved property .........................................................................
Commercial and industrial .....................................................................................................
Residential real estate .............................................................................................................
Home equity lines of credit ....................................................................................................
Consumer................................................................................................................................
Total non-accruarr
l loans ..............................................................................................................
Total non-perforff ming loans ........................................................................................................
Real estate owned and repossessed assets ..................................................................................
Total non-perforff ming assets ....................................................................................................... $
io loans ................................................................................................................... $
Total portfolff
io
Non-perforff ming loans as a percentage of total portfolff

loans.........................................................................................................................................
io loans.........................................................
Non-accruarr
Non-perforff ming assets as a percentage of total assets ...............................................................
Non-perforff ming assets as a percentage of total portfolff

l loans as a percentage of total portfolff

loans, real estate owned and repossessed assets ......................................................................

December 31,

2022

2021

—
347
166
2,362
330
25
3,230

112
16,254
2,946
13,695
5,044
134
38,185
41,415
1,486
42,901
10,702,728

$
$

—
374
192
2,875
277
28
3,746

73
7,715
5,064
17,190
5,163
537
35,742
39,488
—
39,488
9,733,478

0.39 %
0.36
0.25

0.40

0.41 %
0.37
0.23

0.41

Accruirr ng TDRs decreased $0.5 million or 13.8% frff om December 31, 2021 to December 31, 2022. There were no TDRs greater than $1
million or more at December 31, 2022 or 2021. Accruirr ng TDRs are not concentrated in any industry,rr
property or type of loan; however, retail
loans, which consist of residential real estate, home equity lines of credit and consumer loans, represented 84.1% at December 31, 2022, as
compared to 84.9% at December 31, 2021. This includes loans that were discharged in Chapta er 7 bankrupt
cy in the current or prior year; however,
the borrower has not yet made payments forff

at least six consecutive months aftff er the discharge.

Non-accruarr

l loans increased $2.4 million or 6.8% frff om December 31, 2021 to December 31, 2022. Approximately $1.7 million or 4.5% of
turt ed terms that would require them to be reported as a TDR if they were accruirr ng

total non-accruarr
l loans at December 31, 2022 also have restrucrr
interest, compared to $1.5 million or 4.3% of the total at December 31, 2021.

Section 4013 of the CARES Act allows fiff nancial institutt

ions the option to temporarily suspend certain requirements under U.S. GAAP
related to TDRs forff
a limited period of time during the COVID-19 pandemic. These customers must meet certain criteria, such as they were in
good standing and not more than 30 days past due as of December 31, 2019, as well as other requirements. Based on this guidance, Wesbanco
the COVID-19 loan modififf cations as TDRs, nor are the customers considered past due with regard to their delayed payments.
does not classifyff
Upon exiting the loan modififf cation defeff rral program, the measurement of loan delinquency will resume where it leftff offff upon entrtt yr
into the
program. Wesbanco offff eff red three to twelve months of defeff rred payments to commercial and retail customers impacted by the COVID-19
pandemic, depending on the type of loan and the industry-rr
commercial loans. None of these loans are considered delinquent as of
December 31, 2022. Total defeff rred interest as of December 31, 2022 was $17.0 million, which is located within accrurr ed interest receivaba le on
the balance sheet.

type forff

REO and repossessed assets increased $1.5 million frff om December 31, 2021 to December 31, 2022. Wesbanco seeks to minimize the
period forff which it holds REO and repossessed assets while also attempting to obtain a faff ir value frff om their disposition. Thereforff e, the sales price

of these assets is dependent on current market conditions that affff eff ct the value of real estate, used automobiles, and other collateral. Repossessed
assets are generally sold at auction within 60 days aftff er repossession. Expenses associated with owning REO and repossessed assets charged to
other expenses were $0.8 million forff
2021. Net gains on the disposition of REO and repossessed assets are
credited or charged to non-interest income and appr

oximated $0.0 million in 2022 and $0.5 million in 2021.

2022 compared to $0.2 million forff

a description of internally-assigned risk grades forff

Criticized and Classififf ed Loans —Please refeff r to Note 4, “Loans and the Allowance forff Credit Losses,” of the Consolidated Financial
Statements forff
commercial loans and a summaryr of loans by grade. Wesbanco’s criticized
loans are currently protected, but have weaknesses, which if not corrected, may be inadequately protected at some futff urt e date. Classififf ed loan
grades are equivalent to the classififf cations used by banking regulators to identifyff
those loans that have signififf cant adverse characteristics. A
classififf ed loan grade is assigned to all non-accruarr
l commercial loans and most commercial TDRs; however, TDRs may be upgraded aftff er the
a period of time, but such loans would generally continue to be reported
borrower has repaid the loan in accordance with the restrucrr
as TDRs regardless of their grade. Criticized and classififf ed loans totaled $250.5 million or 3.3% of total commercial loans at December 31, 2022,
compared to $364.5 million or 5.1% at December 31, 2021. The decrease is primarily due to net upgrades of $95.0 million of hospitality loans
as a result of increased occupancy and debt service coverage as conditions continue to improve versus the pandemic-driven environment.

turt ed terms forff

Charge-offff sff and Recoveries — Total charge-offff sff decreased $2.2 million or 22.1% to $7.9 million, while total recoveries decreased $2.1
million to $6.7 million, resulting in an increase of $0.1 million in net charge-offff sff forff
2022 compared to 2021. The total net loan charge-offff rate
of 0.02% of average loans at both December 31, 2022 and 2021 is consistent with continued overall low levels of non-perforff ming loans, which
were limited due to CARES Act assistance frff om the SBA’s PPP program and the abia lity to treat certain loan modififf cations as non-TDRs dudd ring
2021 and 2022. Taba le 18 summarizes charge-offff sff and recoveries as well as net charge-offff sff as a percentage of average loans foff r each categoryr of
the loan portfolff

io.

TATT BLBB E 18. CHCC AHH RGEGG -EE OFFFF SFF ANDNN RER COCC VEVV REE IRR EII SEE

lll arll

srr inii

(dol
((
Commercial real estate - land and construction

thtt ousands)s

2022

December 31,
2021

2020

Net charge-offff sff / (recoveries)............................................................................ $
Average balance outstanding ............................................................................
Net charge-offff sff (recoveries) as a percentage of average loans .........................

(52)
903,411

(0.01) %

Commercial real estate - improved property

(243)
4,825,288

(0.01) %

Commercial and industrial

71
1,539,694

0.00 %

Residential real estate

(90)
1,903,157

(0.00) %

Home equity

16
605,892

0.00 %

Consumer

Loans held forff

sale

654
291,379

(167)
721,673

(0.02) %

466
4,943,980

0.01 %

226
2,066,116

0.01 %

(258)
1,661,138

(0.02) %

(136)
623,796

(0.02) %

484
286,717

(41)
711,697

(0.01) %

951
4,929,934

0.02 %

2,270
2,314,248

0.10 %

775
1,845,561

0.04 %

468
647,395

0.07 %

2,041
341,829

0.22 %

0.17 %

0.60 %

— $

15,104

— %

— $

77,186

— %

Deposit Account Overdraftff s

Net charge-offff sff / (recoveries)............................................................................ $

1,268

—
84,099

— %

585

7,049
10,874,763

1,113

1,728
10,380,605

1,624
10,083,925

0.02 %

0.06 %

Total loans

ALLOWANCE FOR CREDIT LOSSES

On Januaryrr 1, 2020, Wesbanco adopted CECL, which resulted in a $41.4 million increase to the allowance forff

credit losses. Of the $41.4
io and $3.0 million related to loan commitments. The effff eff ct on retained earnings (tax-effff eff cted)

million, $38.4 million related to the loan portfolff
was $26.6 million.

As of December 31, 2022, the total allowance forff

credit losses – loans and commitments was $126.2 million, of which $117.8 million
relates to loans and $8.4 million relates to loan commitments. The allowance forff
io loans as of
December 31, 2022, compared to 1.25% as of December 31, 2021. Excluding PPP loans of $8.1 million and $162.7 million, the allowance forff
io loans at December 31, 2022 and December 31, 2021, respectively. There is no
credit losses – loans was 1.10% and 1.27% of total portfolff
allowance on PPP loans due to their government guarantee by the SBA.

credit losses – loans was 1.10% of total portfolff

The allowance forff

to an individually-evaluated loan analysis completed on certain classififf ed hotel loans. The allowance forff
increased frff om December 31, 2021 to December 31, 2022 by $2.3 million.

credit losses - loans individually-evaluated decreased $6.2 million frff om December 31, 2021 to December 31, 2022 dud e
credit losses-loans collectively-evaluated

The allowance forff

credit losses - loan commitments was $8.4 million at December 31, 2022 as compared to $7.8 million as of December

31, 2021, and is included in other liabia lities on the Consolidated Balance Sheets.

The allowance forff

io. The allowance forff

credit losses by loan category,rr

presented in Note 4, “Loans and the Allowance forff Credit Losses” of the Consolidated
credit losses in each segment of the
Financial Statements, summarizes the impact of changes in various faff ctors that affff eff ct the allowance forff
portfolff
credit losses under CECL is calculated utilizing the PD/LGD, which is then discounted to net present value. PD is
the probabia lity the asset will defaff ult within a given time frff ame and LGD is the percentage of the asset not expected to be collected due to defaff ult.
The primaryrr macroeconomic drivers of the quantitative model include forff ecasts of national unemployment and interest rates, as well as modeling
io mix, concentrations and loan growth. For the calculation as of December
adjustments forff
31, 2022, the forff ecast was based upon a blend of three nationally-recognized published economic forff ecasts through December 31, 2022, and is
primarily driven by national unemployment and interest rate spread forff ecasts. Wesbanco’s blended forff ecast of national unemployment, at year
end, was projected to be 4.3%, and subsequently increase to an average of 4.8% over the 2023 forff ecast period. The calculation utilized an
immediate reversion period back to the Company’s historical loss rate by loan classififf cation. Included in the qualitative faff ctors were defeff rred
interest on modififf ed loans, offff iff ce space concentration and rising interest rates. The included qualitative faff ctors address credit risk not covered by
the traditional allowance process.

changes in prepayment speeds, loan risk grades, portfolff

If forff ecasted projections of national unemployment remain consistent with the forff ecast utilized by Wesbanco as of December 31, 2022
credit losses, assuming other model

tions in the allowance forff

throughout next year, this may result in less signififf cant futff urt e quarterly flff uctuat
variabla es remain relatively constant.

Environmental risks have the potential to negatively impact an organization's assets, earnings, and reputation. Specififf cally, climate risks
have the potential to signififf cantly impact the bank and its customers. Climate-related risks are divided into two maja or categories: (1) risks related
economy, which may entail extensive policy, legal, technology and market changes, and (2) risks related to the
to the transition to a low-carbon
physical impacts of climate change, driven by extreme weather events, such as hurricanes and flff oods, as well as chronic longer-term shiftff s, such
as temperaturt e increases and sea level rises. These changes and events can have broad impacts on operations, supply chains, distribution networks,
city or collateral values.
customers, and markets. The fiff nancial impacts can lead to amplififf ed credit risk, and diminish borrowers’ repayment capaa

We are in the process of enhancing our climate and environmental, social and corpor

ate governance ("ESG") risk considerations into our
risk frff amework and risk management programs establa ished forff
strategic, credit, market, compliance, operational and reputational risks. The
potential of climate risk is monitored through our risk identififf cation process. Once identififf ed, climate risks are assessed foff r potential impacts on
us and our customers. Furthermore, the identififf ed climate risk will then be considered as part of our macroeconomic scenarios and loss foff recasts
within our CECL allowance models. These futff urt e enhancements to our risk frff amework are in development and will continue to be refiff ned as
new climate trends and risks arise.

Tabla e 19 summarizes the allowance together with selected relationships of the allowance and provision forff

credit losses to total loans and

certain categories of loans.

TATT BLBB E 19. ALLOWAWW NCNN ECC FOFF ROO CRCC ER DEE IDD T LOSOO SSS ESS SEE

lll arll

srr inii

(dol
((
thtt ousands)s
Balance at beginning of year:

Allowance forff
Allowance forff

credit losses - loans...................................................................... $
credit losses - loan commitments ................................................
Total beginning allowance forff
credit losses - loans and loan commitments ...........
Impact of adopting ASC 326........................................................................................
Provision forff

credit losses:

Provision forff
Provision forff
Total provision forff
Net charge-offff sff :

loan losses......................................................................................
loan commitments .........................................................................
credit losses - loans and loan commitments .............................

Total charge-offff sff .................................................................................................
Total recoveries ...................................................................................................
Net charge-offff sff ........................................................................................................
Balance at end of year:

Allowance forff
Allowance forff

credit losses - loans......................................................................
credit losses - loan commitments ................................................

credit losses - loans and loan commitments ................ $

Total ending allowance forff
Allowance forff
Allowance forff
Allowance forff
Allowance forff

io loans ...........
credit losses - loans as a percentage of total portfolff
credit losses - loans to non-accruarr
l loans ........................................
credit losses - loans to total non-perforff ming loans..........................
credit losses - loans to total non-perforff ming loans

2022

December 31,
2021

2020

121,622
7,775
129,397
—

(2,208)
593
(1,615)

(7,892)
6,268
(1,624)

117,790
8,368
126,158

1.10%
3.08x
2.84x

185,827
9,514
195,341
—

(62,477)
(1,739)
(64,216)

(10,136)
8,408
(1,728)

121,622
7,775
129,397

1.25%
3.40x
3.08x

2.57x

52,429
874
53,303
41,442

101,960
5,685
107,645

(12,535)
5,486
(7,049)

185,827
9,514
195,341

1.72%
5.04x
4.55x

3.74x

and loans past due 90 days or more......................................................................

2.51x

opriate forff

The allowance consists of specififf c reserves forff

certain individually-evaluated loans, if any, and a general reserve forff

all other loans.
potential credit losses. Specififf c
Commercial loans, including CRE and C&I, that have other unique characteristics are tested individually forff
reserves are establa ished when appr
such loans based on the net present value of expected futff urt e cash flff ows of the loan or the estimated
realizabla e value of the collateral, if any. The evaluation also considers qualitative faff ctors such as economic trends and conditions, which includes
levels of regional unemployment, real estate values and the impact on specififf c industries and geographi
cal markets, changes in lending policies
and underwriting standards, delinquency and other credit quality trends, concentrations of credit risk, if any, the results of internal loan reviews
collectively-evaluated loans is
and examinations by bank regulatoryrr agencies pertaining to the allowance forff
comprised of faff ctors based on both historical loss experience and other qualitative faff ctors. The allowance forff
collectively-evaluated loans
increased $2.3 million or 2.0% frff om December 31, 2021 to December 31, 2022 due to changes in macroeconomic faff ctors, changes in portfoff lio
mix and changes in both quantitative and qualitative adjd ustments. The allowance foff r individudd ally-evaluated loans was $3.1 million at December
31, 2022, a decrease of $6.2 million frff om December 31, 2021 as the balance of hospitality loans individually-evaluated decreased during 2022
frff om $29.4 million to $13.9 million. The allowance forff
loan commitments increased $0.6 million frff om December 31, 2021 to December 31,
2022.

credit losses. The allowance forff

Tabla e 20 summarizes the allocation of the allowance forff

credit losses to each categoryr of loans.

TATT BLBB E 20. ALLOCACC TITT OII NOO OF THTT EHH ALLOWAWW NCNN ECC FOFF ROO CRCC ER DEE IDD T LOSOO SSS ESS SEE

lll arll

(dol
srr inii
((
Allowance forff

thtt ousands)s

tion.................. $

credit losses - loans:
Commercial real estate—land and construcrr
Commercial real estate—improved property ......................
Commercial and industrial...................................................
Residential real estate ..........................................................
Home equity lines of credit .................................................
Consumer.............................................................................
Deposit account overdraftff s ..................................................
credit losses - loans .................................

Total allowance forff
Allowance forff

credit losses - loan commitments:

Commercial real estate—land and construcrr
tion..................
Commercial real estate—improved property ......................
Commercial and industrial...................................................
Residential real estate ..........................................................
Home equity lines of credit .................................................
Consumer.............................................................................
credit losses - loan commitments ............
credit losses ............................................. $

Total allowance forff
Total allowance forff

December 31,

2022

% of Loans or
Commitments to

Total Portfolff

io Loans

or Commitments

Allowance
Amount

2021

% of Loans or
Commitments to

Total Portfolff

io Loans

or Commitments

Allowance
Amount

6,737
52,659
31,540
18,208
4,234
3,127
1,285
117,790

6,025
—
—
2,215
128
—
8,368
126,158

8.8
47.8
14.8
20.0
6.5
2.1
—
100.0

25.7
5.0
31.9
8.5
28.0
0.9
100.0

7,310
65,355
26,875
15,401
724
3,737
2,220
121,622

4,180
201
1,497
1,576
49
272
7,775
129,397

8.6
48.4
16.3
17.7
6.2
2.8
—
100.0

17.5
8.7
36.8
10.0
25.2
1.8
100.0

credit losses appl

icabla e to each categoryrr of loans. Changes in the allowance forff

Please refeff r to Note 4, “Loans and the Allowance forff Credit Losses,” of the Consolidated Financial Statements forff

a summaryrr of changes
in the allowance forff
all categories of loans also reflff ect the net
effff eff ct of changes in historical loss rates, loan balances, specififf c reserves and management’s judgment with respect to the impact of qualitative
a particular loan categoryr generally reflff ects either lower loan balances, historical
faff ctors on each categoryrr of loans. A decrease in the allowance forff
loss rate changes or reductions in non-perforff ming and/or classififf ed commercial loans. Although the allowance forff
credit losses is allocated as
described in Tabla e 20, the total allowance is availabla e to absa orbr
losses in any categoryr of loans. However, diffff eff rences between management’s
estimation of expected futff urt e losses and actuat
l incurred losses in subsequent periods may necessitate futff urt e adjustments to the provision forff
credit losses. Management believes the allowance forff

opriate to absa orbr expected futff urt e losses at December 31, 2022.

credit losses is appr

DEPOSITS

TATT BLBB E 21. DEDD PEE OSOO ISS TSTT

(dol
srr inii
lll arll
((
Deposits

thtt ousands)s

December 31,

2022

2021

$ Change

% Change

Non-interest bearing demand.................................................................... $
Interest bearing demand............................................................................
Money market...........................................................................................
Savings deposits........................................................................................
Certififf cates of deposit ...............................................................................
Total deposits................................................................................................ $

4,700,438
3,119,807
1,684,023
2,741,004
885,818
13,131,090

4,590,895 $
3,380,056
1,739,750
2,562,510
1,292,652
13,565,863 $

109,543
(260,249)
(55,727)
178,494
(406,834)
(434,773)

2.4
(7.7)
(3.2)
7.0
(31.5)
(3.2)

Deposits, which represent Wesbanco’s primaryrr source of funds

, are offff eff red in various account forff ms at various rates through Wesbanco’s
194 fiff nancial centers, as of December 31, 2022, in West Virginia, Ohio, western Pennsylvania, Marylr and, Kentuct ky, and southern Indiana. The
FDIC insures all deposits up to $250,000 per account.

Total deposits decreased by $434.8 million or 3.2% in 2022 primarily reflff ecting the impact of inflff ationaryr pressures and rising costs across
the economy. Savings deposits and non-interest bearing demand deposits increased 7.0% and 2.4%, respectively, while interest bearing demand

and money market deposits decreased 7.7% and 3.2%, respectively. Deposit balances were also somewhat impacted by bonus and royalty
payments frff om Marcellus and Utica shale energy companies in Wesbanco’s southwestern Pennsylvania, eastern Ohio and northern West Virginia
markets totaling $96.7 million and $68.9 million forff
the years ended December 31, 2022 and 2021, respectively. Money market deposits were
inflff uenced through Wesbanco’s increased participation in the Insured Cash Sweep (ICS®) money market deposits program. ICS® reciprocal
balances totaled $580.6 million at December 31, 2022 compared to $641.1 million at December 31, 2021.

ate strategy designed to increase andaa

ing certififf cates of deposit and customer prefeff rences forff

Certififf cates of deposit decreased $406.8 million, primarily due to an overall corpor

remix retail deposit
relationships and reduce single-service customers with a focff us on overall products that can be offff eff red at a lower cost to Wesbanco. The decrease
was also impacted by lower offff eff red rates on certain maturt
other non-matutt rity deposit
types. Wesbanco does not generally solicit brokered or other deposits out-of-ff market or over the internet, but does participate in the Certififf cate of
Deposit Account Registryr Services (“CDARS®”) program. CDARS® balances totaled $21.0 million in outstanding balances at December 31,
2022, none of which represented one-way buys, compared to $45.9 million in total outstanding balances at December 31, 2021, of which $0.4
million represented one-way buys. Certififf cates of deposit greater than $250,000 were appr
oximately $133.9 million at December 31, 2022
compared to $313.2 million at December 31, 2021. Certififf cates of deposit of $100,000 or more were apa proximately $373.5 million at December
oximately $556.4 million at December 31, 2022
31, 2022 compared to $666.2 million at December 31, 2021. Certififf cates of deposit totaling appr
with a cost of 0.41% are scheduled to maturt e within the next year. The average rate on certififf cates of deposit decreased 15 basis points frff om
0.52% forff
jumbo certififf cates of deposit. Wesbanco
will continue to focff us on its core deposit strategies and improving its overall mix of transaction accounts to total deposits, which includes offff eff ring
special promotions on certain certififf cates of deposit maturt
ities and savings products based on competition, sales strategies, liquidity needs and
wholesale borrowing costs.

the year ended December 31, 2021 to 0.37% in 2022, with a similar decrease experienced forff

TATT BLBB E 22. UNUU INN NII SNN URUU ER DEE DEDD PEE OSOO ISS TSTT

December 31,

lll arll

srr inii

(dol
((
Portion of certififf cates of deposit in excess of FDIC insurance limits ....... $

thtt ousands)s

Certififf cates of deposit otherwise uninsured with a maturt

ity of:ff

Three months or less .............................................................................. $
Over three through six months ..............................................................
Over six through twelve months............................................................
Over twelve months ...............................................................................
Total uninsured certififf cates of deposit....................................................... $

2022
133,875

35,522
27,251
38,437
32,665
133,875

Total uninsured deposits ............................................................................ $

4,390,789

BORROWINGS

TATT BLBB E 23. BOROO RRR OWIWW NII GNN SGG

2021
198,958

65,024
63,193
20,620
50,121
198,958

4,439,779

lll arll

srr inii

thtt ousands)s

(dol
((
Federal Home Loan Bank Borrowings ...................................................... $
Other short-term borrowings .....................................................................
Subordinated debt and junior subordinated debt .......................................
Total........................................................................................................... $

December 31,

2022
705,000
135,069
281,404
1,121,473

2021
183,920
141,893
132,860
458,673

$ Change

% Change

(65,083)

(32.7)

(29,502)
(35,942)
17,817
(17,456)
(65,083)

(48,990)

(45.4)
(56.9)
86.4
(34.8)
(32.7)

(1.1)

$ Change

% Change

521,080
(6,824)
148,544
662,800

283.3
(4.8)
111.8
144.5

Borrowings are a signififf cant source of fundi

million frff om December 31, 2021, as $1.2 billion in advances were partially offff sff et by $629.0 million in maturt
frff om availabla e liquidity. The average cost in 2022 of maturt
forff

ng forff Wesbanco in addition to deposits. During 2022, FHLB borrowings increased $521.1
ities and other principal paydowns
ing and paid-offff FHLB borrowings was 3.57%, compared to the average cost of 4.35%

new borrowings in 2022.

ng source and to more appr

opriately match interest maturt

Wesbanco is a member of the FHLB system. The FHLB system func

ions that are
engaged in residential and commercial real estate lending along with securities investing. Wesbanco uses term FHLB borrowings as a general
fundi
certain assets. FHLB borrowings are secured by blanket liens on certain
ff
residential and other mortgage loans with a market value in excess of the outstanding borrowing balances. The terms of the security agreement
with the FHLB include a specififf c assignment of collateral that requires the maintenance of qualifyiff ng mortgage and other types of loans as
pledged collateral with unpaid principal amounts in excess of the FHLB advances, when discounted at certain pre-establa ished percentages of the
loans’ unpaid balances. FHLB stock, which is recorded at cost of $36.2 million at December 31, 2022, is also pledged as collateral foff r these
advances. Wesbanco’s remaining maximum borrowing capaa
city, subject to the collateral requirements noted, with the FHLB at Decembem r 31,
2022 and 2021 was estimated to be appr

oximately $3.6 billion and $3.8 billion, respectively.

tions as a borrowing source forff

regulated fiff nancial institutt

ities forff

Other short-term borrowings, which may consist of feff deral funds

purchased, callabla e repurchase agreements, overnight sweep checking
accounts and borrowings on a revolving line of credit, decreased $6.8 million to $135.1 million at December 31, 2022, compared to $141.9
million at December 31, 2021 due to moving certain customer relationships to interest-bearing demand deposits. At December 31, 2022 and
2021, there were no outstanding feff deral funds

purchased.

In August 2022, Wesbanco renewed a revolving line of credit, which is a senior obligation of the parent company, with another fiff nancial
aggregate unsecured borrowings of up to
ion. The revolving line of credit, which accruerr
institutt
$30.0 million. The new revolving line of credit also requires Wesbanco to maintain at all times a consolidated four
quarter average retut rn on
average assets of > 0.50%, a Texas ratio of less than 25% (broadly defiff ned as the ratio of non-perforff ming assets to tangible common equity and
the allowance forff
loan losses), unencumbered cash and marketabla e securities of at least $12.0 million, and the maintenance at all times on a
the Bank a total risk-based capia tal ratio of > 12.0%, a Tier 1 risk-based capia tal ratio of > 10.0% and a Tier 1 leverage
consolidated basis and forff
ratio of > 7.0%. Wesbanco was in compliance with all terms and conditions at December 31, 2022. There was no outstanding balance on the line
as of December 31, 2022 or 2021.

s interest at an adjusted SOFR rate, provides forff

In March of 2022, Wesbanco completed the issuance of $150.0 million in aggregate principal amount of subordinated debenturt es. The
the next fiff ve years at Three Month SOFR plus a
the fiff rst fiff ve years and a flff oating rate forff

subordinated debenturt es have a fiff xed rate of 3.75% forff
spread of 1.787%.

CAPITAL RESOURCES

Shareholders’ equity decreased frff om $2.7 billion at December 31, 2021 to $2.4 billion at December 31, 2022. The decrease was primarily
the result of the repurchase of common shares net of restricted stock vesting activity totaling $119.1 million, the declaration of common and
prefeff rred shareholder dividends totaling $81.3 million and $10.1 million, respectively, and a $257.3 million other comprehensive income loss.
This loss consisted of a $257.2 million unrealized loss in the securities portfoff lio and a $0.1 million loss in the defiff ned benefiff ts pension plan and
other postretirement benefiff ts forff
the year ended December 31, 2022. Shareholders' equity was positively impacted by net income of $192.1
million forff

the year ended December 31, 2022.

For 2022, common dividends increased to $1.37 per share, or 3.8% on an annualized basis, compared to $1.32 per share in 2021. The
common dividend per share payout ratio increased to 53.6% in 2022 frff om 37.4% in 2021, which is primarily attributabla e to a decrease in earnings
year-over-year. A board-appr
oved policy generally targets dividends as a percent of net income in a range of 40% to 75%, subject to capa ital
levels, earnings historyrr and prospects, regulatoryrr concerns, and other faff ctors.

Wesbanco purchased 3,407,016 shares of its common stock on the open market at a total cost of $119.1 million or $34.96 per share dud ring
the year under current share repurchase authorizations. On Februrr aryr 24, 2022, Wesbanco's Board of Directors authorized the adoption of a new
stock repurchase plan foff r the purchase of upu to 3.2 million shares, which was in addition to the prior plans that were utilized during the year. At
December 31, 2022, the remaining shares authorized to be purchased under the last appr

oved repurchase plan totaled 1,184,351 shares.

minimum regulatoryr

Wesbanco is subject to risk-based capia tal guidelines that measure capia tal relative to risk-weighted assets and offff -ff balance sheet instrumrr
ents.
Wesbanco and its banking subsidiaryrr Wesbanco Bank maintain Tier 1 risk-based, Total risk-based and Tier 1 leverage capia tal ratios signififf cantly
above
levels. The Bank paid $172.5 million in dividends to Wesbanco during 2022, or 85% of the Bank’s net income. There
a
are various legal limitations under feff deral and state laws that limit the payment of dividends frff om the Bank to the parent company. As of December
l, dividends of
31, 2022, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatoryr
appr
parent annually,
a
subject to change, with Board appr

a
approva
oximately $116.8 million frff om the Bank. The Bank’s policy is generally to declare dividends up to 90% of its earnings to thet

oval.

Wesbanco currently has $281.4 million in subordinated debt and junior subordinated debt on its Consolidated Balance Sheet. For regulatoryr
t subu sidiaries of
es, the junior subordinated debt and trusrr
purpos
rr
Wesbanco underlying such junior subordinated debt, are accounted forff
reporting
requirements. Subordinated debt totaling $60.0 million acquired frff om YCB and OLBK in 2016 and 2019, respectively, was redeemed late in
2021. The YCB notes were considered Tier 2 regulatoryr capia tal forff Wesbanco and Wesbanco Bank, as they were initially issued by the Bank,
while the OLBK notes were considered Tier 2 regulatoryrr capia tal forff Wesbanco. In March of 2022, Wesbanco completed the issuance of $150.0
million in aggregate principal amount of subordinated debenturt es.

t prefeff rred securities totaling $130.0 million, issued by unconsolidated trusrr

as Tier 2 capia tal in accordance with current regulatoryrr

Please refeff r to Note 21, “Regulatoryrr Matters,” of the Consolidated Financial Statements forff more inforff mation on capia tal amounts, ratios
requirements. Also refeff r to “Item 1. Business” within this Annual Report on Form 10-K forff more inforff mation on the

and minimum regulatoryr
Dodd-Frank Wall Street Reforff m and Consumer Protection Act and Basel III Capia tal Standards.

LIQUIDITY RISK

ion’s obligations, and the fundi
turt e, and the cash flff ows of its on- and offff -ff balance sheet obligations. Institutt

Liquidity is defiff ned as a fiff nancial institut tion’s capa acity to meet its cash and collateral obligations at a reasonaba le cost. Liquidity risk is the
risk that an institutt
ion’s fiff nancial condition or overall safeff ty and soundness is adversely affff eff cted by an inabia lity, or perceived inabia lity, to meet
its obligations. An institutt
ng sources to meet them, depend signififf cantly on its business mix, balance sheet
strucrr
tions that can
ng sources, contingent liquidity events, changes in
ng mismatches, market constraints on fundi
give rise to increased liquidity risk including fundi
economic conditions, and exposure to credit, market, operation, legal and reputation risk. Wesbanco actively manages liquidity risk through its
abia lity to provide adequate funds
to meet changes in loan demand, unexpected outflff ows in deposits and other borrowings as well as to take
advantage of market opportuni
ties and meet operating cash needs. This is accomplished by maintaining liquid assets in the forff m of securities,
suffff iff cient borrowing capaa

city and a stabla e core deposit base. Liquidity is centrally monitored by Wesbanco’s ALCO.

ions confrff ont various internal and external situat

Wesbanco determines the degree of required liquidity by the relationship of total holdings of liquid assets to the possible need forff

meet unexpected deposit losses and/or loan demands. The abia lity to quickly convert assets to cash at a minimal loss is a primaryrr
Wesbanco’s investment portfolff
io, the investment portfolff
sources adequately meet its liquidity requirements. Wesbanco’s net loans-to-assets ratio was 62.5% and deposit balances funde
assets at December 31, 2022.

io management. Wesbanco believes its cash flff ow frff om the loan portfolff

ff
funds
ff
func

to
tion of
io, and other
d 77.6% of total

The folff

lowing tabla e lists the sources of liquidity frff om assets at December 31, 2022 expected within the next year:

)
thtt ousandsdd )s

(
(i(( nii
Cash and cash equivalents ..............................................................................................................................................
Securities with a maturt
ity date within the next year and callabla e securities ..................................................................
Projected payments and prepayments on mortgage-backed securities and collateralized

mortgage obligations (1)..............................................................................................................................................
sale..........................................................................................................................................................
Loans held forff
Accruirr ng loans scheduled to maturt e...............................................................................................................................
Normal loan repayments.................................................................................................................................................
Total sources of liquidity expected within the next year................................................................................................
(1) Projected prepayments are based on current prepayment speeds.

408,411
245,067

300,585
8,249
968,414
1,175,469
3,106,195

Deposit flff ows are another principal faff ctor affff eff cting overall Wesbanco liquidity. Deposits totaled $13.1 billion at December 31, 2022.
Deposit flff ows are impacted by current interest rates, products and rates offff eff red by Wesbanco versus various forff ms of competition, as well as
customer behavior. Certififf cates of deposit scheduled to maturt e within one year totaled $556.4 million at December 31, 2022, which includes
jumbo regular certififf cates of deposit totaling $237.2 million with a weighted-average cost of 0.56%, and jumbo CDARS® deposits of $16.0
million with a weighted-average cost of 0.80%.

Wesbanco maintains a line of credit with the FHLB as an additional fundi

oved custodial arrangement if the member wishes to include such securities in the maximum borrowing capaa

-sale securities with an amortized cost of $535.2 million. A portion of these securities could be sold forff

ng source. Availabla e credit with the FHLB at December 31, 2022
ff
appr
a
oximated $3.6 billion, compared to $3.8 billion at December 31, 2021. The FHLB requires securities to be specififf cally pledged to the FHLB
city
and maintained in a FHLB-appr
calculation. Wesbanco has elected not to specififf cally pledge to the FHLB otherwise unpledged securities. At December 31, 2022, the Bank had
unpledged availabla e-forff
additional
liquidity, or such securities could be pledged to secure additional FHLB borrowings. Availabla e liquidity through the sale of investment securities
oximately 19.0% of the
is somewhat limited due to the pledging agreements that Wesbanco has with their public deposit customers, as appr
io balance is unpledged. Public deposit balances have increased signififf cantly through the several acquisitions
current availabla e-forff
made since 2015, to a total of $1.5 billion at December 31, 2022. Wesbanco’s held-to-maturt
io currently contains $1.2 billion of
unpledged securities. Most of these securities are tax-exempt municipal securities, which can only be pledged in limited circumstances in certain
certain limited, special circumstances, these securities cannot be sold without tainting the remainder of the held-to-
states. In addition, except forff
ity designation would be required to be reclassififf ed as
maturt
availabla e-forff

io. If tainting occurs, all remaining securities with the held-to-maturt

ity designation would not be availabla e to utilize forff

-sale, and the held-to-maturt

-sale portfolff

some time.

ity portfolff

Wesbanco participates in the Federal Reserve Bank’s Borrower-in-Custody Program (“BIC”), whereby Wesbanco pledges certain
consumer loans as collateral forff
borrowings. Wesbanco did not have any BIC borrowings outstanding at December 31, 2022. Alternative fuff nding
sources may include the utilization of existing overnight lines of credit with third-party banks totaling $235.0 million, none of which was
outstanding at December 31, 2022, 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 availabla e-forff

-sale or certain types of loans.

Other short-term borrowings of $135.1 million at December 31, 2022 consisted of callabla e repurchase agreements and overnight sweep
commercial customers. The overnight sweep checking accounts require U.S. Government securities to be pledged equal

checking accounts forff
to or greater than the average deposit balance in the related customer accounts.

The principal sources of parent company liquidity are dividends frff om the Bank, $272.2 million in cash on hand, and a $30.0 million
revolving line of credit with another bank, which did not have an outstanding balance at December 31, 2022. Wesbanco is in compliance with
all loan covenants. There are various legal limitations under feff deral and state laws that limit the payment of dividends frff om thet Bank to the parent
company. As of December 31, 2021, under FDIC and State of West Virginia regulations, Wesbanco could receive, without prior regulatoryr
appr
opriate levels of cash forff Wesbanco
a
given the current environment and projected sources and uses of cash. 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 forff ecasted cash inflff ows and outflff ows.

oximately $116.8 million frff om the Bank. Management believes these are appr

oval, dividends of appr

Wesbanco had outstanding commitments to extend credit in the ordinaryr course of business apa proximating $4.6 billion and $3.8 billion at
December 31, 2022 and 2021, respectively. On a historical basis, only a portion of these commitments will result in an outflff ow of funds
. Please
refeff r to Note 18, “Commitments and Contingent Liabia lities,” of the Consolidated Financial Statements and the “Loans and Loan Commitments”
section of this MD&A forff

additional inforff mation.

Federal fiff nancial regulatoryrr agencies previously have issued guidance to provide foff r sound practices foff r managing fuff nding and liquidity
identifyiff ng,
risk and strengthening liquidity risk management practices. Wesbanco maintains a comprehensive management process forff
measuring, monitoring, and controlling liquidity risk, which is fulff
ly integrated into its risk management process. Management believes Wesbanco
has suffff iff cient current liquidity to meet current obligations to borrowers, depositors and others as of December 31, 2022 and that Wesbanco’s
current liquidity risk management policies and procedures adequately address this guidance.

LIBOR TRARR NSITION

LIBOR is a widely used short-term refeff rence interest rate benchmark forff

variaba le rate loans and securities, borrowings, and interest rate
hedge/swapa transactions. In July 2017, the U.K. Financial Conduct Authority (“FCA”) announced the discontinuation of LIBOR aftff er certain
banks provided purpor
ted interest rate fiff gures which did not trulrr y reflff ect the rate at which they could borrow. In addition to FCA, as early as
2014, fiff nancial institut tion regulators and the Federal Financial Institut tions Examination Council (“FFIEC”) began to work to develop a uniforff m
apa proach to the phase-out of LIBOR because the continued reliance on LIBOR could present systematic risk to fiff nancial institut tions. The Board
of Governors of the Federal Reserve System and the Federal Reserve Bank of New York convened the Alternative Refeff rence Rates Committee
(“AARC”) to identifyff alternative refeff rence rates to LIBOR. The AARC released consultations on contractuat
l faff llback language to prepare forff
the transition away forff LIBOR and on June 22, 2017, identififf ed SOFR as the recommended alternative to LIBOR.

On July 1, 2020, the FFIEC issued a Joint Statement on Managing the LIBOR Transition to furff

ther explain that new fiff nancial contracts
should either utilize a refeff rence rate other than LIBOR or have robust faff llback language that defiff nes an alternative refeff rence rate aftff er LIBOR’s
discontinuation. The FFIEC statement encouraged supervised fiff nancial institutt
the change and address
the risks associated with the LIBOR transition.

ions to continue their effff orff

ts to prepare forff

On November 6, 2020, the Board of Governors of the Federal Reserve System, the Offff iff ce of the Comptroller of the Currency, and tht e
ion may use any

ation (collectively, the “Agencies”) issued a statement providing that a fiff nancial institutt
ng model and customer needs.
opriate forff

Federal Deposit Insurance Corpor
refeff rence rate forff

its loans that the fiff nancial institutt

ion determines to be appr

ff
its fundi

Thereaftff er, on November 30, 2020, the Agencies issued an additional joint statement encouraging fiff nancial institutt

ions to continue to
transition away frff om LIBOR as soon as practicabla e, but no later than December 31, 2021. Given the risks associated with the use of LIBOR, the
Agencies stated that entering into new contracts that use LIBOR as a refeff rence rate aftff er December 31, 2021, would create safeff tytt and soundness
risks.

On March 5, 2021, the U.K. FCA and Intercontinental Exchange (“ICE”) Benchmark Administration announced that the publication of
the overnight, as well as, the one, three, six, and twelve month LIBOR rates will continue through June 30, 2023, which will provide additional
time to wind down or renegotiate existing contracts that refeff rence LIBOR.

On October 20, 2021, the Agencies with the Consumer Financial Protection Bureau, National Credit Union Administration, and State
Bank and Credit Union Regulators, issued an additional Joint Statement on Managing the LIBOR Transition to once again emphasize the
ions with LIBOR exposure continue to progress toward an orderly transition away frff om LIBOR. The statement
expectation that supervised institutt
confiff rmed that entering into new contracts, including derivatives that use LIBOR as a refeff rence rate aftff er December 31, 2021, would create safeff ty
and soundness risks, including litigation, operational, and consumer protection risks.

On March 15, 2022, President Biden signed the Adjustabla e Interest Rate (LIBOR) Act into law (the “LIBOR Act”). The LIBOR Act
l provisions
the transition frff om LIBOR to a replacement rate and avoiding related litigation.

provides a clear and uniforff m feff deral solution forff
addressing the permanent cessation of LIBOR by providing forff

transitioning legacy contracts that either lack or contain insuffff iff cient contractuat

On December 16, 2022, the Federal Reserve Board adopted a fiff nal rulrr e that implements the Adjustabla e Interest Rate (LIBOR) Act by
identifyiff ng benchmark rates based on SOFR that will replace LIBOR in certain fiff nancial contracts aftff er June 30, 2023. The fiff nal rurr le is
substantially similar to the proposal with certain clarifyiff ng changes made in response to comments.

•

and Derivatives Association (ISDA protocol), which incorpor

For a LIBOR contract that is a derivative transaction, the “Fallback Rate (SOFR)” as defiff ned in the 2020 IBOR Fallbacks Protocol
published by the International Swapsa
ates the statutt orily prescribed
tenor spread adjustment.
For a LIBOR contract that is an FHFA-regulated-entity contract:
ο
ο

For Federal Home Loan Bank advances, the “Fallback Rate (SOFR)” as defiff ned in the ISDA protocol; and
For all other FHFA-regulated-entity contracts, SOFR (in place of overnight LIBOR) or 30-day compounded average SOFR
published by FRBNY (“30-day Average SOFR,” in place of one-, three-, six-, or 12-month LIBOR), plus the appl
icabla e
statutt orily prescribed tenor spread adjustment.

For a LIBOR contract that is a FFELP ABS, either (i) 30-day Average SOFR (forff
compounded average SOFR published by FRBNY (forff
adjustment.
For all other LIBOR contracts, including consumer loans, SOFR (in place of overnight LIBOR) or term SOFR published by CME
Group Benchmark Administration, Ltd. (in place of one-, three-, six-, or 12-month LIBOR), plus the statutt orily prescribed tenor
spread adjustment.

one-, six-, and 12-month LIBOR) or (ii) 90-day
icabla e statutt orily prescribed tenor spread

three-month LIBOR), plus the appl

As early as 2018, in anticipation of the potential discontinuance of LIBOR, Wesbanco establa ished a LIBOR transition committee to
effff eff ctively manage the Company’s transition away frff om LIBOR in two phases. The fiff rst phase included adding additional faff llback language to
loan documents to allow Wesbanco to replace LIBOR with an equivalent rate index plus the margin to ensure the resulting interest rate is the
same as it previously was using LIBOR. Also, as part of the fiff rst phase, Wesbanco began quoting to the Treasuryr Rate published by the Federal
Reserve Board instead of the ICE LIBOR Swapa Index (which is tied to LIBOR) when repricing certain term loans and originating new loans.
te monthly or periodically that are tied
The second phase consists of working to continue to transition existing adjustaba le-rate loans that flff uctuat
to LIBOR or the ICE LIBOR Swapa Index. Wesbanco is tracking the dollar amount and number of loans tied to LIBOR or the ICE LIBOR Swapa
Index, monitoring current industryr
trends, and working with legal counsel to ensure the smooth transition away frff om LIBOR. As of December
31, 2022, Wesbanco had a total of $1.3 billion in loans tied to either LIBOR or the ICE LIBOR Swapa index, of which $1.2 billion have a matut rity
date aftff er June 30, 2023. As refeff renced above
, the U.K. FCA and ICE Benchmark Administration has extended the date of publication of certain
tenors of LIBOR through June 30, 2023, giving existing LIBOR based contracts time to maturt e. However, in compliance with and based upon
the Agencies Joint Statements refeff renced above
new contracts aftff er December 31, 2021. Accordingly,
Wesbanco has initially chosen the 1M Term SOFR, which is published by the Chicago Mercantile Exchange, as an alternative replacement rate
forff LIBOR. Wesbanco may also continue to utilize the Wall Street Journal Prime Rate, the Treasuryrr Rates, and other indexes as part of its lending
program. At a date in the futff urt e, prior to the cessation of the publication of the one month LIBOR, Wesbanco will transition all remaining LIBOR
based loans to the replacement index aftff er notififf cation to the impacted borrowers. This transition will be aided by the passage of the LIBOR Act.
With respect to its back-to-back swapa program, Wesbanco worked with its swapa counterprr arty customers to institut te and accept the International
Swapsa
and Derivatives Association 2020 Interbar nk Offff eff red Rate Fallbacks Protocol to address LIBOR cessation in swapa transactions. Moreover,
Wesbanco chose 1M Term SOFR as its replacement index foff r new loans in the bank’s back-to-back swapa program, beginning on Januaryrr 1,
2022.

, Wesbanco has not offff eff red LIBOR forff

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The disclosures set forff

th in this item are qualififf ed by the section capta ioned “Forward-Looking Statements” included in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.

MARKET RISK

The primaryr objective of Wesbanco’s ALCO is to maximize net interest income within establa ished policy parameters. This objective is
accomplished through the management of balance sheet composition, market risk exposures arising frff om changing economic conditions and
liquidity risk.

Market risk is defiff ned as the risk of loss due to adverse changes in the faff ir value of fiff nancial instrumrr

tions in
interest rates and bond prices. Management considers interest rate risk to be Wesbanco’s most signififf cant 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 effff eff ctive management of interest rate risk. As interest rates change in the market, rates earnrr ed on interest rate-sensitive assets and
rates paid on interest rate-sensitive liabia lities do not necessarily move concurrently. Diffff eff ring rate sensitivities may arise because fiff xed rate assets
and liabia lities may not have the same maturt
ities, or because variabla e rate assets and liabia lities diffff eff r in the timing and/or tht e percentage of rate
changes.

ents resulting frff om flff uctuat

Wesbanco’s ALCO is an executive management committee with Board representation, responsible forff monitoring and managing interest
oved policy limits, utilizing earnings sensitivity simulation and economic value-at-risk models. These models are highly
rate risk within appr
dependent on various assumptions, which change regularly as the balance sheet and market interest rates change. The key assumptions and
strategies employed are analyzed, reviewed and documented at least quarterly by the ALCO.

The earnings sensitivity simulation model projects changes in net interest income resulting frff om the effff eff cts 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-maturt
l cash
flff ows, yields, and costs respond to changes in market interest rates. Assumptions are based on internally-developed models derived frff om Bank-
specififf c data, current market rates and economic forff ecasts, and are internally back-tested and periodically reviewed by a third-party consultant.
The net interest income sensitivity results presented in Tabla e 1, “Net Interest Income Sensitivity,” assumes that the balance sheet composition of
interest sensitive assets and liabia lities existing at the end of the period remains constant over the period being measured and also assumes that a
particular change in interest rates is reflff ected uniforff mly across the yield curve, regardless of the duration of the maturt
ity or re-pricing of specififf c
assets and liabia lities. Since the assumptions used in the model relative to changes in interest rates are uncertain, the simulation analysis may not
be indicative of actuat
l results. In addition, this analysis does not consider actions that management might employ in response to changes in
interest rates, as well as changes in earning asset and costing liabia lity balances.

ity deposit decay rates, which may not necessarily reflff ect the manner in which actuat

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 stabla e rate environment or base model. Wesbanco’s current policy limits this exposure forff
the noted interest rate changes to a reduction of
between 7.5% - 15%, or less, of net interest income frff om the stabla e rate base model over a twelve-month period. The tabla e below indicates
Wesbanco’s interest rate sensitivity at December 31, 2022 and December 31, 2021, assuming the above
-noted interest rate changes, as compared
to a base model. The 100 – 300 basis points decreasing changes forff December 31, 2021 are not shown due to the unrealistic and/or negative
yield natut re of the results.

TABLE 1. NET INTEREST INCOME SENSITIVITY

Immediate Change in Interest
Rates (basis points)
+200
+100
-100
-200
-300

Percentage Change in
Net Interest Income frff om Base over One Year

December 31, 2022
5.6%
2.8%
(4.4%)
(9.8%)
(15.6%)

December 31, 2021
11.7%
6.0%
N/A
N/A
N/A

ALCO
Guidelines
(10.0%)
(7.5%)
(7.5%)
(10.0%)
(15.0%)

Adjustments to relative sensitivities are due to the impact of the current lower rate and yield curve environment on base case net interest
income and the related calculation of parallel rate shock changes in rising and faff lling rate scenarios. Additional diffff eff rences typically result frff om
changes in the various earning assets and costing liabia lities mix and growth rates, as well as adjustments forff
various modeling assumptions.
both up and down rate scenarios than has been
Generally, deposit betas utilized in modeling are estimated at more conservative percentages forff
ional contract terms are
the Bank’s historical experience, as a result of both competitive faff ctors in our markets and as public funds
ity deposits and loans.
renewed. Deposit betas, decay rates and loan prepayment speeds are adjusted periodically in our models forff
Indicated model asset sensitivity in rising rate scenarios may be less than anticipated due to slower prepayment speeds, rate flff oors, below foff recast
loan yields, spread compression between new asset yields and fundi
negotiated rates, mortgage-related extension
risk and other faff ctors. In a decreasing rate environment, asset sensitivity may have greater impact on the margin than currently modeled as
prepayment speeds increase, customers refiff nance or request rate reductions on existing loans, estimated deposit betas do not perfoff rm as modeled,
or forff

ng costs, customer requests forff

and institutt
non-maturt

other reasons.

In addition to the aforff ementioned parallel rate shock earnings sensitivity simulation model, the ALCO also reviews a “dynamic” foff recast
scenario to project net interest income over a rolling two-year time period. This forff ecast is updated at least quarterly, incorpor
ating revisions and
updated assumptions into the model forff
estimated loan and deposit growth, expected balance sheet re-mixing strategies, changes in forff ecasted
various products and other assumptions. Such modeling is directionally consistent
rates forff
with typical parallel rate shock scenarios, and it assists in predicting changes in forff ecasted outcomes and potential adjustments to management
plans to assist in achieving earnings goals.

ities, competitive market spreads forff

various maturt

Wesbanco also periodically measures the economic value of equity (“EVE”), which is defiff ned as the market value of tangible equity in
various rate scenarios. Generally, changes in the economic value of equity relate to changes in various assets and liaba ilities, changes in the yield
curve, as well as changes in loan prepayment speeds and deposit decay rates. The folff
lowing tabla e presents these results and Wesbanco’s policy
limits as of December 31, 2022 and December 31, 2021. Changes in EVE sensitivity since year-end 2021 relate to the change in maraa ket interest
rates and their impact upon the faff ir values of earning assets and costing liabia lities:

Immediate Change in Interest
Rates (basis points)
+200
+100
-100
-200
-300

Percentage Change in
Economic Value of Equity frff om Base over One Year

December 31, 2022
(4.3%)
(1.8%)
(0.8%)
(7.9%)
(17.5%)

December 31, 2021
1.6%
1.8%
N/A
N/A
N/A

ALCO
Guidelines
(20.0%)
(10.0%)
(10.0%)
(20.0%)
(30.0%)

The Bank has signififf cant additional borrowing capaa

correspondent banks, and may utilize these fundi
in various asset maturt
seeking higher-yielding instrumrr
managing the net interest margin in the current interest rate environment include:

city with the FHLB of Pittsburgh, the Federal Reserve Bank of Cleveland and various
to lengthen liabia lities, offff sff et mismatches
certain customers
es forff
ents or maintaining deposit levels below FDIC insurance limits. Signififf cant balance sheet strategies to assist in

ng sources or interest rate swapa strategies as necessaryrr

ities and manage liquidity. CDARS® and ICS® deposits also may be utilized forff

similar purpos

increasing total loans, particularly commercial and home equity loans that have variabla e or adjustabla e feff aturt es;
adjusting the percentage of sales of longer-term residential mortgage loan production into the secondaryrr 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 swapsa
receiving a variabla e rate;
adjusting terms forff
liquidity
using CDARS® and ICS® deposit programs to manage fundi
adjusting the size, mix or duration of the investment portfolff

FHLB short-term maturt

forff

•

•
•

certain commercial loan customers desiring a term fiff xed rate loan equivalent, with the Bankaa

ing borrowings to balance asset/tt liabia lity mismatches; or paying them offff with excess

ng needs and overall liabia lity mix, and
io as part of liquidity and balance sheet management strategies.

Management is aware of the signififf cant effff eff ct that inflff ation or deflff ation has upon interest rates and ultimately upon fiff nancial perforff mance.
Wesbanco’s abia lity to cope with inflff ation or deflff ation is best determined by analyzing its capaa bia lity to respond to changing market interest rates,
as well as its abia lity to manage the various elements of non-interest income and expense during periods of increasing or decreasing inflff ation or
deflff ation. Wesbanco monitors the level and mix of interest-rate sensitive assets and liabia lities through ALCO in order to reduce the impact of
inflff ation or deflff ation on net interest income. Management also controls the effff eff cts of inflff ation or deflff ation by conducting periodic reviews of the
prices, costs and terms of its various products and services, as well as competitive faff ctors, by appr
oving new products and servirr ces or adjusting
the terms and availabia lity of existing products and services.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARYR DATA

Management's Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statement of Changes in Shareholders Equity
Consolidated Statements of Cash Flows
Note 1. Summaryr of Signififf cant Accounting Policies
Note 2. Earnings Per Common Share
Note 3. Securities
Note 4. Loans and the Allowance forff Credit Losses
Note 5. Premises and Equipment
Note 6. Goodwill and Other Intangible Assets
Note 7. Investments in Limited Partnerships
Note 8. Certififf cates of Deposit
Note 9. FHLB and Other Short Term Borrowings
Note 10. Subordinated Debt and Junior Subordinated Debt
Note 11. Derivatives and Hedging Activities
Note 12. Employee Benefiff t Plans
Note 13. Revenue Recognition
Note 14. Other Operating Expenses
Note 15. Income Taxes
Note 16. Fair Value Measurement
Note 17. Comprehensive Income or Loss
Note 18. Commitments and Contingent Liabia lities
Note 19. Wesbanco Bank Community Development Corpor
Note 20. Transactions With Related Parties
Note 21. Regulatoryr Matters
Note 22. Condensed Parent Company Financial Statements
Note 23. Business Segments

ation

Pageg
69
70
73
74
75
76
77
78
87
88
92
102
103
104
104
105
106
107
109
117
117
118
120
125
126
127
129
129
130
132

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Wesbanco is responsible forff

establa ishing and maintaining adequate internal control over fiff nancial reporting.
Wesbanco’s internal control over fiff nancial reporting is a process designed under the supervision of Wesbanco’s chief executive offff iff cer and chief
fiff nancial offff iff cer to provide reasonabla e assurance regarding the reliabia lity of fiff nancial reporting and the preparation of Wesbancaa o’s fiff nancial
statements forff

es in accordance with U.S. generally accepted accounting principles.

external reporting purpos

Wesbanco’s management assessed the effff eff ctiveness of Wesbanco’s internal control over fiff nancial reporting as of December 31, 2022 based
on criteria establa ished in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 frff amework) (the COSO criteria). Based on the assessment, management determined that, as of December 31, 2022,
Wesbanco’s internal control over fiff nancial reporting is effff eff ctive, based on the COSO criteria. The effff eff ctiveness of Wesbanco’s internal control
over fiff nancial reporting as of December 31, 2022 has been audited by Ernst & Young LLP, Wesbanco’s independent registered public accounting
fiff rm, as stated in their accompanying report appe

aring below.

/s/ Todd F. Clossin
Todd F. Clossin
President and Chief Executive Offff iff cer

/s/ Daniel K. Weiss, Jr.
Daniel K. Weiss, Jr.
Executive Vice President and Chief Financial Offff iff cer

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Wesbanco, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Wesbanco, Inc.’s internal control over fiff nancial reporting as of December 31, 2022, based on criteria estaba lished in Internr al
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 frff amework) (the
COSO criteria). In our opinion, Wesbanco, Inc. (the Company) maintained, in all material respects, effff eff ctive internal control over fiff nancial
reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprm ehensive
income, changes in shareholders’ equity, and cash flff ows forff
each of the three years in the period ended December 31, 2022, and the related notes
and our report dated Februarr

ryr 27, 2023 expressed an unqualififf ed opinion thereon.

Basis forff Opinion

its assessment of the
The Company’s management is responsible forff maintaining effff eff ctive internal control over fiff nancial reporting and forff
effff eff ctiveness of internal control over fiff nancial reporting included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over fiff nancial reporting based on our audit. We are a
pubu lic accounting fiff rm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
feff deral securities laws and the appl

icabla e rulrr es and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perforff m the audit to obtain
reasonabla e assurance about

whether effff eff ctive internal control over fiff nancial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over fiff nancial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effff eff ctiveness of internal control based on the assessed risk, and perforff ming such other procedures
as we considered necessaryr

in the circumstances. We believe that our audit provides a reasonabla e basis forff

our opinion.

Defiff nition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over fiff nancial reporting is a process designed to provide reasonabla e assurance regarding the reliabia lity of fiff nancial
reporting and the preparation of fiff nancial statements forff
es in accordance with generally accepted accounting principles. A
rr
company’s internal control over fiff nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonabla e detail, accurately and faff irly reflff ect the transactions and dispositions of the assets of the company; (2) provide reasonaba le assurance
that transactions are recorded as necessaryrr
to permit preparation of fiff nancial statements in accordance with generally accepted accounting
principles, and that receipts and expenditurt es of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonabla e assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effff eff ct on the fiff nancial statements.

external purpos

Because of its inherent limitations, internal control over fiff nancial reporting may not prevent or detect misstatements. Also, projo ections of any
evaluation of effff eff ctiveness to futff urt e periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
ryr 27, 2023
Februarr

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Wesbanco, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wesbanco, Inc. (the Company) as of December 31, 2022 and 2021, the related
consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flff ows forff
each of the three years in the
period ended December 31, 2022, and the related notes (collectively refeff rred to as the “consolidated fiff nancial statements”). In our opinion, the
consolidated fiff nancial statements present faff irly, in all material respects, the fiff nancial position of the Company at December 31, 2022 and 2021,
each of the three years in the period ended December 31, 2022, in conforff mity with U.S.
and the results of its operations and its cash flff ows forff
generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over fiff nancial reporting as of December 31, 2022, based on criteria establa ished in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 frff amework) and our report dated Februrr aryr
27, 2023 expressed an unqualififf ed opinion thereon.

Basis forff Opinion

These fiff nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thet Company’s
fiff nancial statements based on our audits. We are a public accounting fiff rm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. feff deral securities laws and the appl
icabla e rulrr es and regulations of the Securu ities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perforff m the audit to obtain
reasonabla e assurance about
whether the fiff nancial statements are frff ee of material misstatement, whether due to error or frff aud. Our audits included
perforff ming procedures to assess the risks of material misstatement of the fiff nancial statements, whether due to error or frff aud, and perfoff rming
procedud res that respond to those risks. Such procedud res included examining, on a test basis, evidence regarding the amounts and disclosures in
the fiff nancial statements. Our audits also included evaluating the accounting principles used and signififf cant estimates made by management, as
well as evaluating the overall presentation of the fiff nancial statements. We believe that our audits provide a reasonabla e basis forff

our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising frff om the current period audit of the fiff nancial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the fiff nancial statements
and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in
any way our opinion on the consolidated fiff nancial statements, taken as a whole, and we are not, by communicating the critical audi
t matter below,
providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Allll owll

ance forff

creditii losll

s
ses - loanll

itt on of thtt e

Descriptii
MaMM tttt ett r

io totaled $10.7 billion as of December 31, 2022 and the associated allowance forff

The Company’s loan portfolff
credit
losses - loans (ACL) was $117.8 million. As discussed in Note 1 and 4 to the consolidated fiff nancial statements, the
io. The ACL is calculated utilizing the
ACL reflff ects the lifeff time expected credit losses on the Company’s loan portfolff
each segment, which is then
probabia lity of defaff ult / loss given defaff ult appr
discounted to net present value. The primaryr macroeconomic drivers of the quantitative model includes the foff recast of
national unemployment and interest rate spreads. The evaluation also considers qualitative faff ctors such as economic
trends and conditions.

oach to calculate the expected loss forff

Auditing management’s ACL estimate was complex due to the subjectivity in evaluating the national unemployment
(macroeconomic forff ecast) used by the Company in their quantitative CECL model. Management relies on inforff mation
obtained frff om various third parties to inforff m their view of the macroeconomic forff ecast. Other internal and external
indicators of economic forff ecasts are also considered by management when establa ishing the forff ecast forff
the ACL. We
loans as a critical audit
identififf ed auditing the reasonabla eness of management’s macroeconomic forff ecast in the ACL forff
matter as it involves especially subjective auditor judgment.

HowHH WeWW Addressed
thtt e MatMM ttt ett r inii Our
Audidd tii

We obtained an understanding, evaluated the design, and tested the operating effff eff ctiveness of the Company’s controls
over the ACL process, including controls over the apa propriateness of the ACL methodology, the expected loss model,
the reliabia lity and accuracy of data used in developing the ACL estimate, and management’s review and appr
oval
process over their determination of the macroeconomic forff ecast.

l soundness of model methodology,
We tested management’s expected loss model including evaluating the conceptuat
assessing model perforff mance and governance, testing key model assumptions, including the reasonabla e and supportabla e
forff ecast, and independently recalculating model output

with the assistance of EY specialists.

To test management’s determination of the macroeconomic foff recast, we evaluated the reasonaba leness of the Company’s
macroeconomic assumptions and judgments in estimating futff urt e credit losses, including the selection of the forff ecasted
macroeconomic assumptions and considerations of alternative forff ecasted macroeconomic scenarios. This included
obtaining corroborative inforff mation, including employment statistics, economic reports and alternative economic
inforff mation relating to
forff ecasts, as well as perforff ming an independent search forff
the existence of new or contraryrr
opriate. We also verififf ed
independent macroeconomic forff ecast to validate that management’s considerations are appr
the underlying economic forff ecast data used to estimate the quantitative reserve was complete and accurate.
Additionally, we evaluated whether the overall ACL appr
io by
comparing it the Company’s historical loss data and to peer bank data. We also perfoff rmed analytical procedud res on the
ACL, including coverage ratios and comparison to prior periods as well as prior economic cycles.

opriately reflff ects losses expected in the loan portfolff

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1996.

Pittsburgh, Pennsylvania
ryr 27, 2023
Februarr

WESBANCO, INC. CONSOLIDATED BALANCE SHEETS

thtt ousands,s excee

(i(( nii
ASSETS
Cash and due frff om banks, including interest bearing amounts of $242,229 and $1,094,312,

shares)s

eptee

December 31,

2022

2021

respectively .................................................................................................................................. $

408,411

1,251,358

Securities:

Loans held forff
Portfolff
Allowance forff

Equity securities, at faff ir value......................................................................................................
-sale debt securities, at faff ir value ...........................................................................
Availabla e-forff
ity debt securities (faff ir values of $1,084,390 and $1,028,452, respectively)........
Held-to-maturt
Allowance forff
ity debt securities......................................................
credit losses, held-to-maturt
ity debt securities.............................................................................................
Net held-to-maturt
Total securities .........................................................................................................................
sale ...........................................................................................................................
io loans, net of unearned income ..........................................................................................
credit losses - loans ..................................................................................................
io loans ...................................................................................................................
Premises and equipment, net............................................................................................................
Accruerr d interest receivabla e..............................................................................................................
Goodwill and other intangible assets, net ........................................................................................
Bank-owned lifeff
insurance...............................................................................................................
Other assets ......................................................................................................................................
Total Assets..................................................................................................................................... $
LIABILITIES
Deposits:

Net portfolff

Non-interest bearing demand ....................................................................................................... $
Interest bearing demand ...............................................................................................................
Money market ..............................................................................................................................
Savings deposits...........................................................................................................................
Certififf cates of deposit ..................................................................................................................
Total deposits ...........................................................................................................................
Federal Home Loan Bank borrowings .............................................................................................
Other short-term borrowings............................................................................................................
Subordinated debt and junior subordinated debt..............................................................................
Total borrowings ......................................................................................................................
Accruerr d interest payabla e..................................................................................................................
Other liabia lities.................................................................................................................................
Total Liabilities ..............................................................................................................................
SHAREHOLDERS’ EQUITY
Prefeff rred stock, no par value; 1,000,000 shares authorized; 150,000 shares 6.75%

non-cumulative perperr
$150,000,000, issued and outstanding at December 31, 2022 and December 31, 2021,
respectively ..................................................................................................................................

l prefeff rred stock, Series A, liquidation prefeff rence

tuat

Common stock, $2.0833 par value; 100,000,000 shares authorized; 68,081,306

shares issued; 59,198,963 and 62,307,245 shares outstanding at December 31, 2022 and
December 31, 2021, respectively.................................................................................................
Capia tal surplrr us .................................................................................................................................
Retained earnings.............................................................................................................................
Treasuryr stock (8,882,343 and 5,774,061 shares at cost, respectively)...........................................
Accumulated other comprehensive loss...........................................................................................
Defeff rred benefiff ts forff
directors .........................................................................................................
Total Shareholders’ Equity ...........................................................................................................
Total Liabilities and Shareholders’ Equity ................................................................................. $

See Notes to Consolidated Financial Statements.

11,506
2,529,140
1,248,629
(220)
1,248,409
3,789,055
8,249
10,702,728
(117,790)
10,584,938
220,892
68,522
1,141,355
352,361
358,122
16,931,905

4,700,438
3,119,807
1,684,023
2,741,004
885,818
13,131,090
705,000
135,069
281,404
1,121,473
4,593
248,087
14,505,243

13,466
3,013,462
1,004,823
(268)
1,004,555
4,031,483
25,277
9,733,478
(121,622)
9,611,856
229,016
60,844
1,151,634
350,359
215,298
16,927,125

4,590,895
3,380,056
1,739,750
2,562,510
1,292,652
13,565,863
183,920
141,893
132,860
458,673
1,901
207,522
14,233,959

144,484

141,834
1,635,877
1,077,675
(308,964)
(262,416)
(1,828)
2,426,662
16,931,905

141,834
1,635,642
977,765
(199,759)
(5,120)
(1,680)
2,693,166
16,927,125

WESBANCO, INC. CONSOLIDATED STATEMENTS OF INCOME

thtt ousands,s excee

(i(( nii
INTEREST AND DIVIDEND INCOME

shares and per share amountstt )s

eptee

Loans, including feff es ................................................................................................. $
Interest and dividends on securities:

Taxaba le ................................................................................................................
Tax-exempt ..........................................................................................................
Total interest and dividends on securities.............................................................
Other interest income.................................................................................................
Total interest and dividend income......................................................................

INTEREST EXPENSE

Interest bearing demand deposits ................................................................................
Money market deposits ..............................................................................................
Savings deposits........................................................................................................
Certififf cates of deposit ................................................................................................
Total interest expense on deposits .......................................................................
Federal Home Loan Bank borrowings .........................................................................
Other short-term borrowings ......................................................................................
Subordinated debt and junior subordinated debt ...........................................................
Total interest expense ........................................................................................
NET INTEREST INCOME .........................................................................................
credit losses ..........................................................................................
credit losses ..........................................................

Provision forff

Net interest income aftff er provision forff
NON-INTEREST INCOME

Trurr st feff es..................................................................................................................
Service charges on deposits ........................................................................................
Electronic banking feff es..............................................................................................
Net securities brokerage revenue.................................................................................
insurance .........................................................................................
Bank-owned lifeff
Mortgage banking income..........................................................................................
Net securities (losses) gains........................................................................................
Net gains on other real estate owned and other assets....................................................
Other income ............................................................................................................
Total non-interest income...................................................................................

NON-INTEREST EXPENSE

Salaries and wages ....................................................................................................
Employee benefiff ts.....................................................................................................
Net occupancy ..........................................................................................................
Equipment and softff ware.............................................................................................
Marketing.................................................................................................................
FDIC insurance .........................................................................................................
Amortization of intangible assets ................................................................................
ing and merger-related expense....................................................................
Restrucrr
Other operating expenses ...........................................................................................
Total non-interest expense..................................................................................
income taxes........................................................................
income taxes .........................................................................................

Provision forff

turt

Income beforff e provision forff

NET INCOME ............................................................................................................ $
Prefeff rred stock dividends ...............................................................................................
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS .............................. $
EARNINGS PER COMMON SHARE
Basic............................................................................................................................ $
Diluted .........................................................................................................................
AVERARR GE COMMON SHARES OUTSTANDING
Basic............................................................................................................................
Diluted .........................................................................................................................
DIVIDENDS DECLARED PER COMMON SHARE................................................... $

2022

For the Years Ended December 31,
2021

2020

422,401

415,965

465,677

66,123
18,818
84,941
6,314
513,656

12,181
3,562
4,115
4,089
23,947
3,968
568
10,860
39,343
474,313
(1,663)
475,976

27,551
26,281
20,002
9,525
10,728
5,129
(1,777)
482
19,470
117,391

167,028
37,771
26,105
32,508
9,335
7,901
10,278
1,723
64,317
356,966
236,401
44,288
192,113
10,125
181,988

3.03
3.02

60,047,177
60,215,374
1.37

50,401
16,161
66,562
2,440
484,967

3,669
1,803
1,031
7,623
14,126
6,167
227
6,514
27,034
457,933
(64,274)
522,207

29,511
22,412
19,318
6,896
8,936
19,528
1,113
4,816
20,255
132,785

154,242
41,033
26,843
30,006
8,634
4,150
11,457
6,717
70,061
353,143
301,849
59,589
242,260
10,125
232,135

3.54
3.53

65,520,527
65,669,970
1.32

53,594
16,999
70,593
5,007
541,277

7,069
4,616
1,802
13,562
27,049
24,701
1,729
8,318
61,797
479,480
107,741
371,739

26,335
21,943
17,524
6,189
7,359
22,736
4,268
103
21,728
128,185

153,166
41,723
27,580
24,801
5,957
7,734
13,411
9,725
70,748
354,845
145,079
23,035
122,044
2,644
119,400

1.78
1.77

67,260,796
67,310,584
1.28

See Notes to Consolidated Financial Statements.

WESBANCO, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

thtt ousandsdd )s

(i(( nii
Net income ................................................................................................................. $
Debt securities availabla e-forff

-sale:

Net change in unrealized (losses) gains on debt securities availabla e-forff

-sale .......
Related income tax benefiff t (expense) ................................................................
Net securities losses (gains) reclassififf ed into earnings ..........................................
Related income tax (benefiff t) expense ................................................................
the period .........................................

Net effff eff ct on other comprehensive income forff
Debt securities held-to-maturt

ity:

Amortization of unrealized gain transfeff rred frff om debt securities

availabla e-forff
-sale.................................................................................................
Related income tax expense ...............................................................................
the period .........................................

Net effff eff ct on other comprehensive income forff
Defiff ned benefiff t plans:

Amortization of net loss and prior service costs ....................................................
Related income tax benefiff t.................................................................................
Recognition of unrealized (loss) gain ....................................................................
Related income tax benefiff t (expense) ................................................................
Net effff eff ct on other comprehensive income forff
the period .........................................
Total other comprehensive (loss) gain .......................................................................
Comprehensive (loss) income .................................................................................... $

2022

For the Years Ended December 31,
2021

2020

192,113

242,260

122,044

(339,422)
82,253
13
(3)
(257,159)

—
—
—

(67,652)
16,112
(56)
13
(51,583)

—
—
—

291
(70)
(473)
115
(137)
(257,296)
(65,183)

2,521
(609)
17,386
(4,194)
15,104
(36,479)
205,781

39,880
(9,727)
(2,540)
604
28,217

(32)
7
(25)

3,000
(714)
(420)
100
1,966
30,158
152,202

See Notes to Consolidated Financial Statements.

Total
$ 2,593,921
122,044
30,158
152,202
(85,815)

(2,644)
(26,591)

144,484
(25,296)
976
—
5,653
(153)
$ 2,756,737
242,260
(36,479)
205,781
(85,667)

(10,125)

—
(182,977)
3,096
—
6,475
(154)
$ 2,693,166
192,113
(257,296)
(65,183)
(81,286)

(10,125)
—
(119,097)
3,050
—
6,246
(109)
$ 2,426,662

WESBANCO, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Prefeff rred
Stock
Amount

—
—
—

—

—
—

144,484
—
—
—
—
—
144,484
—
—

—

—
—
—
—
—
—
144,484
—
—

eptee

thtt ousands,s excee

shares and per share

(i(( nii
amountstt )s
Januaryrr 1, 2020 ..................................... $
Net income ..........................................
Other comprehensive income .....................
Comprehensive income ........................
Common dividends declared ($1.28 per share).
Prefeff rred dividends declared ($17.625 per
share) .................................................
Adoption of ASU 2016-13 ........................
Issuance of prefeff rred stock, net of issuance
costs ..................................................
Treasuryrr shares acquired ..........................
Stock options exercised ............................
Restricted stock granted ...........................
Stock compensation expense......................
directors—net .............
Defeff rred benefiff ts forff
December 31, 2020................................. $
Net income ..........................................
Other comprehensive loss .........................
Comprehensive income ........................
Common dividends declared ($1.32 per share).
Prefeff rred dividends declared ($16.875 per
share) .................................................
Issuance of prefeff rred stock, net of issuance
costs ..................................................
Treasuryrr shares acquired ..........................
Stock options exercised ............................
Restricted stock granted ...........................
Stock compensation expense......................
directors—net .............
Defeff rred benefiff ts forff
December 31, 2021................................. $
Net income ..........................................
Other comprehensive loss .........................
Comprehensive income ........................
Common dividends declared ($1.37 per share).
Prefeff rred dividends declared ($16.875 per
share) .................................................
dividend reinvestment..........
Stock issued forff
Treasuryrr shares acquired ..........................
Stock options exercised ............................
Restricted stock granted ...........................
Stock compensation expense......................
directors—net .............
Defeff rred benefiff ts forff
December 31, 2022................................. $

Common Stock

For the years ended December 31, 2022, 2021, and 2020

Shares
Outstanding
67,824,428
—
—

Amount
$ 141,827
—
—

Capital
Surplus
$ 1,636,966
—
—

Retained
Earnings
$ 824,694
122,044
—

Accumulated
Other
Comprehensive
Gain (Loss)

Treasury
Stock

(9,463)
—
—

1,201
—
30,158

Defeff rred
Benefiff ts
forff
Directors
(1,304)
$
—
—

—

—
—

—

—
—

—

—
—

(85,815)

(2,644)
(26,591)

—

—
—

—
(813,108)
61,623
181,763
—
—
67,254,706
—
—

—
—
7
—
—
—
$ 141,834
—
—

—
118
(1,206)
(6,753)
5,653
37
$ 1,634,815
—
—

—
—
—
—
—
—
$ 831,688
242,260
—

—
(25,414)
2,175
6,753
—
—
$ (25,949)
—
—

—

(85,667)

(10,125)

—

11,720
(5,218,275)
130,273
128,821
—
—
62,307,245
—
—

—
—
—
—
—
—
$ 141,834
—
—

—
194
(1,388)
(4,486)
6,475
32
$ 1,635,642
—
—

(391)
—
—
—
—
—
$ 977,765
192,113
—

391
(183,171)
4,484
4,486
—
—
$ (199,759)
—
—

—

—
—

—
—
—
—
—
—
31,359
—
(36,479)

—

—
—
—
—
—
—
(5,120)
—
(257,296)

—

—
—

—
—
—
—
—
(190)
(1,494)
—
—

—

—
—
—
—
—
(186)
(1,680)
—
—

—

(81,286)

—

—
—
—
—
—
—
—
144,484

—
23,478
(3,407,016)
111,050
164,206
—
—
59,198,963

—
—
—
—
—
—
—
$ 141,834

—
—
—
(529)
(5,521)
6,246
39
$ 1,635,877

(10,125)
(792)
—
—
—
—
—
$ 1,077,675

—
792
(119,097)
3,579
5,521
—
—
$ (308,964)

—
—
—
—
—
—
—
(262,416)

—
—
—
—
—
—
(148)
(1,828)

See Notes to Consolidated Financial Statements.

WESBANCO, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

thtt ousandsdd )s

(i(( nii
OPERARR TING ACTIVITIES
Net income ..................................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of premises and equipment......................................................
Other net amortization (accretion) ....................................................................................
credit losses ..............................................................................................
Provision forff
Net securities losses (gains) ............................................................................................
Mortgage banking income ..............................................................................................
Stock compensation expense...........................................................................................
Decrease (increase) in defeff rred income tax assets, net ...........................................................
insurance.................................................
Increase in cash surrender value of bank-owned lifeff
sale................................................................................................
Loans originated forff
sale................................................................
Proceeds frff om the sale of loans originated forff
Net change in: accruerr d interest receivabla e and other assets .....................................................
Net change in: accruerr d interest payabla e and other liabia lities ....................................................
n— et .................................................................................................................
Other—rr
Net cash provided by operating activities ...............................................................................
INVESTING ACTIVITIES
Net (increase) decrease in loans held forff
Availabla e-forff

investment .................................................................

-sale debt securities:

Proceeds frff om sales ......................................................................................................
ities, prepayments and calls..................................................................
Proceeds frff om maturt
Purchases of securities...................................................................................................

Held-to-maturt

ity debt securities:

ities, prepayments and calls..................................................................
Proceeds frff om maturt
Purchases of securities...................................................................................................

Equity securities:

Proceeds frff om sales ......................................................................................................
insurance .................................................................................
Purchases of bank owned lifeff
insurance...............................................................................
Proceeds frff om bank owned lifeff
t.............................................................................
Purchases of premises and equipment—ne
io loans .......................................................................................................
Sale of portfolff
Net cash (used in) provided by investing activities....................................................................
FINANCING ACTIVITIES
(Decrease) increase in deposits ............................................................................................
Proceeds frff om Federal Home Loan Bank borrowings ................................................................
Repayment of Federal Home Loan Bank borrowings ................................................................
Decrease in other short-term borrowings ................................................................................
Principal repayments of fiff nance lease obligations.....................................................................
purchased .....................................................................................
Decrease in feff deral funds
Issuance of subordinated debt, net of issuance costs..................................................................
Repayment of subordinated debt and junior subordinated debt.....................................................
Dividends paid to common shareholders ................................................................................
Dividends paid to prefeff rred shareholders................................................................................
Issuance of common stock..................................................................................................
Issuance of prefeff rred stock, net of issuance costs .....................................................................
Treasuryrr shares purchased—net...........................................................................................
Net cash provided by fiff nancing activities ...............................................................................
Net (decrease) increase in cash, cash equivalents and restricted cash.............................................
Cash, cash equivalents and restricted cash at beginning of the year ...............................................
Cash, cash equivalents and restricted cash at end of the year ....................................................... $
SUPPLEMENTAL DISCLOSURES
Interest paid on deposits and other borrowings ........................................................................ $
Income taxes paid.............................................................................................................
Transfeff rs of loans to other real estate owned ...........................................................................
sale .....................................................................
Transfeff rs of portfolff

io loans to loans held forff

2022

For the Years Ended December 31,
2021

2020

192,113

242,260

122,044

13,042
8,890
(1,663)
1,777
(5,129)
6,246
4,489
(10,728)
(240,270)
257,290
(63,074)
44,232
(3,075)
204,140

(958,192)

—
604,330
(468,399)

88,407
(335,042)

—
—
8,726
(7,990)
—
(1,068,160)

(432,775)
650,000
(128,980)
(6,824)
(553)
—
147,702
—
(81,325)
(10,125)
—
—
(116,047)
21,073
(842,947)
1,251,358
408,411

37,745
24,899
1,554
—

13,387
(11,001)
(64,274)
(1,113)
(19,528)
6,475
18,692
(8,936)
(648,344)
789,823
60,503
(35,098)
(6,549)
336,297

1,108,165

—
839,584
(1,955,670)

108,883
(385,538)

—
(40,000)
4,615
(8,535)
—
(328,496)

1,140,303
—
(365,201)
(100,057)
(444)
—
—
(60,000)
(86,484)
(10,125)
—
—
(179,882)
338,110
345,911
905,447
1,251,358

32,572
35,725
526
—

14,131
(9,890)
107,741
(4,268)
(22,736)
5,653
(10,518)
(7,359)
(910,155)
786,352
(30,280)
16,189
2,702
59,606

(538,688)

226,099
803,006
(585,930)

200,100
(82,695)

203
—
832
(7,551)
42,416
57,792

1,435,497
475,000
(1,341,814)
(32,912)
(422)
(7,500)
—
(6,702)
(85,253)
(2,644)
59
144,484
(24,540)
553,253
670,651
234,796
905,447

75,082
36,975
263
42,416

See Notes to Consolidated Financial Statements.

NOTE 1. SUMMARYRR OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations— Wesbanco, Inc. (“Wesbanco” or the “Company”) is a bank holding company offff eff ring a fulff

l range of fiff nancial
t and investment services, mortgage banking, insurance and brokerage services. Wesbanco’s defiff ned business segments
services, including trusrr
are community banking and trusrr
t and investment services. As of December 31, 2022, Wesbanco’s banking subsidiary,rr Wesbanco Bank, Inc.
(“Wesbanco Bank” or the “Bank”), headquartered in Wheeling, West Virginia, operates through 194 branches and 188 ATM machines in West
Virginia, Ohio, western Pennsylvania, Kentuct ky, southern Indiana and Maryrr land. In addition, Wesbanco operates an insurance brokerage
company, Wesbanco Insurance Services, Inc., and a fulff

l service broker/rr dealer, Wesbanco Securities, Inc.

Use of Estimates— The preparation of fiff nancial statements in conforff mity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affff eff ct the reported amounts of assets and liaba ilities and disclosure of contingent assets and
liabia lities at the date of the fiff nancial statements and the reported amounts of revenues and expenses during the reporting period. Actut al results
could diffff eff r frff om those estimates.

Principles of Consolidation— The Consolidated Financial Statements include the accounts of Wesbanco and those entities in which

Wesbanco has a controlling fiff nancial interest. All intercompany balances and transactions have been eliminated in consolidation.

Wesbanco determines whether it has a controlling fiff nancial interest in an entity by fiff rst evaluating whether the entity is a voting interest
entity or a variabla e interest entity. A voting interest entity is an entity in which the total equity investment at risk is suffff iff cient to enaba le the entity
losses, the right to receive residudd al retut rns and the
to fiff nance itself independently and provides the equity holders with the obligation to absa orbr
right to make fiff nancial and operating decisions. Wesbanco consolidates voting interest entities in which it owns all, or at least a maja ority
(generally, greater than 50%) of the voting interest.

Variabla e interest entities (“VIE”) are entities that in general either do not have equity investors with voting rights or that have equity
the entity to support its activities. Wesbanco uses VIEs in various legal foff rms to
turt e and activities of VIEs forff

investors that do not provide suffff iff cient fiff nancial resources forff
conduct normal business activities. Wesbanco reviews the strucrr

possible consolidation.

A controlling fiff nancial interest in a VIE is present when an enterprrr
ise has both the power to direct the activities of the VIE that most
losses of the VIE that could potentially be signififf cant to the
signififf cantly impact the VIE’s economic perforff mance and the obligation to absa orbr
VIE or the right to receive benefiff ts of the VIE that could potentially be signififf cant to the VIE. A VIE oftff en holds fiff nancial assets, including loans
or receivabla es, real estate or other property. The company with a controlling fiff nancial interest, known as the primaryr benefiff ciaryrr , is required to
ts”), forff which it does not have the power to
consolidate the VIE. Wesbanco has eleven wholly-owned trusrr
losses or the right to
direct the activities of a VIE that most signififf cantly impact the VIE’s economic perforff mance nor the obligation to absa orbr
receive a benefiff ts frff om the VIE that could be potentially signififf cant to the VIE. Accordingly, the Trusrr
ts and their net assets are not included in
the Consolidated Financial Statements. However, the junior subu ordinated defeff rraba le interest debentut res issued by Wesbanco to the Trurr sts (refeff r
to Note 10, “Subordinated Debt and Junior Subordinated Debt”) and the common stock issued by the Trusrr
ts is included in the Consolidated
Balance Sheets. Wesbanco also owns non-controlling variabla e interests in certain limited partnerships forff which it does not have the power to
losses or the right to
direct the activities of a VIE that most signififf cantly impact the VIE’s economic perforff mance nor the obligation to absa orbr
receive a benefiff t frff om the VIE that could be potentially signififf cant to the VIE. These VIEs are not consolidated into Wesbanco’s fiff nancial
of
statements because Wesbanco is not considered the primaryr benefiff ciary.r These investments are accounted forff
accounting and are included in other assets in the Consolidated Balance Sheets. Refeff r to Note 7, “Investments in Limited Partnerships” forff
ther
detail.

using the equity methodt
furff

t subsidiaries (collectively, the “Trusrr

Business Combinations— Business combinations are accounted forff

a
by appl

Revenue Recognition— Interest income, net securities gains (losses) and bank-owned lifeff insurance are not in scope of ASC 606, Revenue
frff om ContCC ractstt with CusCC tomersrr . For the revenue streams in scope of ASC 606 - trusrr
t feff es, service charges on deposits, net securities brokerage
revenue, debit card sponsorship income, payment processing feff es, electronic banking feff es, mortgage banking income and net gain or loss on sale
of other real estate owned and other assets– there are no signififf cant judgements related to the amount and timing of revenue recognition.

TrTT ust feff es: Fees are earned over a period of time between monthly and annually, per the related feff e schedule. The feff es are earned ratabla y
investment, safeff keeping and other services perforff med by Wesbanco. The feff es are accruerr d when earned based on the daily
In most cases, the feff es are directly debited frff om the customer account. WesMark feff es consist of
on a monthly basis forff Wesbanco’s

feff es and shareholder service feff es and are paid to Wesbanco by the WesMark mutuat

over the period forff
asset value on the last day of the quarter.
investment advisoryr
.
involvement with the management of the funds

ff
l funds

p
e
s on depos

g
Service charger

both commercial and personal banking customers, which are earned over
the month per the related feff e schedule based on the customers’ deposits. There are also transaction-based feff es, which are earned based on specififf c
transactions or customer activity within the customers’ deposit accounts. These are earned at the time the transaction or customer activity occurs.
The feff es are debited frff om the customer account.

itstt : There are monthly service charges forff

NeNN t securities brokekk rage revenue: Commission income is earned based on customer transactions and management of investments. The
oved. Annuity commissions are earned
the annuity product chosen by the investing customer. The commission income frff om the

commission income frff om customers’ transactions is recognized when the transaction is complete and appr
based upon the carrier’s commission rate forff
management of investments over time is earned continuously over a quarterly period.

p
Debit card sps onsorsrr hipi

income: The activity in this revenue stream concluded on March 31, 2021, with the sale of this program to another
bank. Debit card sponsorship income was earned frff om Wesbanco’s sponsorship of its customers, which included independent service
organizations, processors and other banks into diffff eff rent debit networks. For providing this service, the customers paid the bank a per transaction
each transaction processed through the network. In some cases, customers were also charged annual sponsorship feff es and non-compliance
feff e forff
feff es as appl
icabla e. The feff es were earned at the time the transaction or customer activity occurred. The feff es were either directly debited frff om the
a
customers' deposit accounts or were billed to the customer.

g f

Paya ment processing feff es: Payment processing feff es are earned frff om the bill payment and electronic funds

transfeff r (“EFT”) services provided
under the name FirstNt et. The feff es are derived frff om both the individud al consumer banking transactions and frff om businesses or servrr ice providers
through monthly billing foff r total transactions occurring. These feff es are earned at the time the transaction or customer activity occurs. The feff es
are debited frff om the customers’ deposit accounts or charged directly to the business or service provider.

Electronic banking feff es: Interchange and ATM feff es are earned based on customer and ATM transactions. Revenue is recognized when the

g f

transaction is settled.

g g
MorMM tgage
t

banking income: Income is earned when Wesbanco-originated loans are sold to an investor on the secondaryrr market. The investor
bids on the loans. If the price is accepted, Wesbanco delivers the loan documents to the investor. Once received and apa proved by the investor,
revenue is recognized and the loans are derecognized frff om the Consolidated Balance Sheet. Prior to the loans being sold, they are classififf ed as
loans held forff
sale, loan commitments and related derivatives are included
in mortgage banking income and are somewhat offff sff et by any defeff rred direct origination costs, such as mortgage loan offff iff cer commissions.

sale. Additionally, the changes in the faff ir value of the loans held forff

d by Wesbanco’s Community Development Corpor

NeNN t gain or loss on sale of other real estate owned and other assetstt : Net gain or loss on other real estate owned is recorded when the property
is sold to a third party and the Bank collects substantially all of the consideration to which it is entitled in exchange forff
transfeff r of the property.
Net gain or loss on other assets can include, among other things, the sale of fiff xed assets, the change in faff ir value of the underlying investments
ation (“Wesbanco CDC”) and residual income earned frff om the sale of Wesbanco’s debit
funde
ff
card sponsorship program. Gains or losses are recognized upon receipt of consideration and subsequent transfeff r of the property forff
fiff xed asset
sales. The change in faff ir value of Wesbanco CDC investments occurs upon the change in the underlying investments as these are accounted forff
utilizing the equity method, and as such, are not within the scope of ASC 606. Residudd al income frff om the sale of the debit card sponsorship
program is recognized over time as per the signed agreement between Wesbanco and the buyer.

thet

Cash and Cash Equivalents— Cash and cash equivalents include cash and due frff om banks, due frff om banks – interest bearing and feff deral
sold. Generally, feff deral funds

one-day periods.

are sold forff

ff
funds

Securities— Equitytt

ts forff med in
connection with the Company’s defeff rred compensation plan, are reported at faff ir value with the gains and losses included in non-interest income.

securities: Equity securities, which include investments in various mutuat

held in grantor trusrr

l funds

Available-f- orff

-sale debt securities: Debt securities not classififf ed as held-to-maturt

-sale. These securities
may be sold at any time based upon management’s assessment of changes in economic or fiff nancial market conditions, interest rate or prepayment
risks, liquidity considerations and other faff ctors. These securities are stated at faff ir value, with the faff ir value adjustment, net of tax, reported as a
separate component of accumulated other comprehensive income.

ity are classififf ed as availabla e-forff

HeHH ld-l

amortization of premiums and accretion of discounts. Transfeff rs of debt securities into the held-to-maturtt

to-maturitytt debt securities: Securities that are purchased with the positive intent and abia lity to be held until their maturt

ity are stated
frff om
at cost and adjusted forff
-sale categoryrr are made at faff ir value at the date of transfeff r. The unrealized gain or loss at the date of transfeff r is retained in other
the availabla e-forff
comprehensive income and in the carryir ng value of the held-to-maturt
ity securities. Such amounts are amortized over the remaining lifeff of the
security. Certain securities with less than 15% of their original purchase price remaining or that have experienced measurabla e credit deterioration
may be sold.

ity categoryrr

CosCC t method investmt entstt : Securities that do not have readily determinabla e faff ir values and forff which Wesbanco does not exercise signififf cant
inflff uence are carried at cost. Cost method investments consist primarily of Federal Home Loan Bank (“FHLB”) stock and are included in other
assets in the Consolidated Balance Sheets. Cost method investments are evaluated forff
impairment whenever events or circumstances suggest that
their carryir ng value may not be recoverabla e.

Securities acquired in acquisitions are recorded at faff ir value with the premium or discount derived frff om the faff ir market value adjd ustment

recognized into interest income on a level yield basis over the remaining lifeff of the security.

Gains and losses: Net realized gains and losses on sales of securities are included in non-interest income. The cost of securities sold is
-sale

based on the specififf c identififf cation method. The gain or loss is determined as of the trade date. Unrealized gains and losses on availabla e-forff
securities are recorded through other comprehensive income.

Amortizii ation and accretion: Generally, premiums are amortized to call date and discounts are accreted to maturt

ity, on a level yield basis.

CurCC rent exee pex

se of historical fiff nancials of all corpor

cted credit losses (“CECC CLCC ”)” : The corpor

ate and municipal bonds in Wesbanco’s held-to-maturt

io are analyzed
quarterly forff CECL. Wesbanco uses a databaa
l historic defaff ult and
recoveryrr
rates on rated and non-rated transactions to estimate CECL on an individual security basis. The CECL calculated amount is adjd usted
quarterly and is recorded in an allowance forff
expected credit losses on the balance sheet that is deducted frff om the amortized cost basis of the
held-to-maturt
credit losses. Because
ity investments in mortgage-backed securities and collateralized mortgage obligations are all either issued by a direct
Wesbanco’s held-to-maturt
governmental entity or a government-sponsored entity, there is no historical evidence supporting the establa ishment of a CECL reserve; therefoff re,
Wesbanco has estimated these losses at zero, and will monitor this assumption in the futff urt e forff
any economical or governmental policies that
could affff eff ct this assumption.

io as a contra asset, with the losses recorded on the income statement within the provision forff

ate and municipal issuers and actuat

ity debt portfolff

ity portfolff

Available-f- orff

-sale debt securitytt

impaim rment: An availabla e-forff

-sale debt security is considered impaired if its faff ir value is less than its
amortized cost basis. If Wesbanco intends to sell or will be required to sell the investment prior to recoveryrr of cost, the entire impairment will
be recognized immediately in the Consolidated Statements of Income. If Wesbanco does not intend to sell, nor is it more likely than not that it
will be required to sell, impaired securities prior to the recoveryr of their cost, a review is conducted each quarter to determine if any portion of
the impairment is due to credit losses. In estimating credit losses, Wesbanco fiff rst considers the fiff nancial condition and near-term prospects of the
issuer, evaluating any credit downgrades or other indicators of a potential credit problem, the type of security, either fiff xed or equity, and the
receipt of principal and interest according to the contractuat
l terms. If there are no indications that the impairment is credit-related, the impairment
is recognized in other comprehensive income in the Consolidated Balance Sheet. If the impairment is considered to be credit-related based on
management’s review of the various faff ctors that indicate credit impairment, the amount of credit impairment is calculated using the present value
of fuff tut re expected cash flff ows. If the present value of fuff tut re expected cash flff ows is less than the amortized cost basis of the security, a credit loss
exists and an allowance forff
expected credit losses is recorded, limited by the total unrealized loss on the security, and is recognized in the
Consolidated Statements of Income. The non-credit portion is calculated as the diffff eff rence between the total unrealized loss and the credit portion
of that loss and is recognized in other comprehensive income.

Loans and Loans Held forff

Sale — Loans originated by Wesbanco are reported at the principal amount outstanding, net of unearned
income including credit valuation adjustments, unamortized defeff rred loan feff e income and loan origination costs. Interest is accruerr d as earned on
loans except where doubt exists as to collectabia lity, in which case accruarr
sale are
ents are signififf cant observabla e inputs in
carried, in aggregate, at faff ir value. The use of a valuation model using quoted prices of similar instrumrr
arriving at the faff ir value of loans held foff r sale.

l of income is discontinued. Loans originated and intended forff

Loan origination feff es and direct costs are defeff rred and accreted or amortized into interest income, as an adjustment to the yield, over the
oximation thereof.ff When a loan is paid offff ,ff the remaining unaccreted or unamortized net

lifeff of the loan using the level yield method, or an appr
origination feff es or costs are immediately recognized into income.

l statust when a borrower has resumed paying principal and interest forff

Loans are generally placed on non-accrurr al when they are 90 days past due, unless the loan is well-secured and in the process of collection.
a sustained period of at least six months
l principal and interest. Loans are returt ned to accrurr al statut s at an
less any payments appl
ied to principal during the non-accrurr al
economic or legal reasons related to a borrower’s fiff nancial
tut rings” policy below

Loans may be returt ned to accruarr
and Wesbanco is reasonabla y assured of collecting the remaining contractuat
amount equal to the principal balance of the loan at the time of non-accruarr
period. Loans are reported as a troubled debt restrucrr
diffff iff culties, grants a concession to the borrower that it would not otherwise consider. Refeff r to the “Troubled Debt Restrucrr
forff

l statust
ing when Wesbanco, forff

additional detail.

turt

A loan is considered non-perforff ming, based on current inforff mation and events, if it is probabla e that Wesbanco will be unabla e to collect the
l terms of the loan agreement. Non-perforff ming loans include all
l loans on the cash basis only if recoveryrr

payments of principal and interest when due according to the original contractuat
non-accruarr
of principal is reasonabla y assured.

ings. Wesbanco recognizes interest income on non-accruarr

l loans and troubled debt restrucrr

turt

Consumer loans are charged down to the net realizabla e value at 120 days past due forff

open-end
revolving lines of credit. Residential real estate loans are charged down to the net realizabla e value of the collateral at 180 days past due.
Commercial loans are charged down to the net realizabla e value when it is determined that Wesbanco will be unabla e to collect the principal amount
in fulff
l. Loans are reclassififf ed to other assets at the net realizabla e value when forff eclosure or repossession of the collateral occurs. Refeff r to the
“Other Real Estate Owned and Repossessed Assets” policy below forff

closed-end loans and 180 days past due forff

additional detail.

turt

ing of a loan constitutt es a TDR if the creditor, forff

Troubled Debt Restructurings (“TDR”)— A restrucrr

economic or legal reasons related
to the debtor's fiff nancial diffff iff culties, grants a concession to the debtor that it would not otherwise consider. The determination of whether a
concession has been granted includes an evaluation of the debtor’s abia lity to access funds
debt with similar risk characteristics
and among other things, the signififf cance of the modififf cation relative to unpaid principal or collateral value of the debt, and/or the signififf cance of
ity date, or the expected duration of the loan. The most
a delay in the timing of payments relative to the frff equency of payments, original maturt
common concessions granted generally include one or more modififf cations to the terms of the debt such as a reduction in the interest rate below
ity date at an interest rate lower than the prevailing market
the prevailing market rate forff
rate forff
cies are considered TDR;
rr
all TDRs are considered nonperforff ming loans.

new debt with similar risk, or reduction of the unpaid principal or interest. Additionally, all consumer bankrupt

the remaining lifeff of the debt, an extension of the maturt

at a market rate forff

When determining whether a debtor is experiencing fiff nancial diffff iff culties, consideration is given to any known defaff ult on any of its debt or
whether it is probaba le that the debtor would be in payment defaff ult in the foff reseeaba le fuff tut re without the modififf cation. Other indicators of fiff nancial
diffff iff culty include whether the debtor has declared or is in the process of declaring bankrupt
as a going concern,
or the debtor’s projo ected cash flff ow to service its debt (including principal & interest) in accordance with the contractut al termrr s foff r the foff reseeaba le
futff urt e, without a modififf cation. If the payment of principal at original maturt
ity is primarily dependent on the value of collateral, the current value
of that collateral is considered in determining whether the principal will be paid.

cy, the debtor’s abia lity to continuen

The restrucrr

turt

ing of a loan does not increase the allowance or provision forff

credit losses unless the loan is extended or the loans are
impairment, in which case a specififf c reserve is establa ished pursuant to GAAP. Portfoff lio

commercial loans that are individually evaluated forff
segment loss historyrr

is the primaryr

faff ctor forff

establa ishing the allowance forff

residential real estate, home equity and consumer TDRs.

Non-accruarr

turt ed terms forff

l loans that are restrucrr

aftff er they have perforff med according to the
in accordance
restrucrr
with their modififf ed terms. TDRs may also be placed on non-accruarr
turt ed terms. Loans
may be removed frff om TDR statut s aftff er they have perfoff rmed according to the renegotiated terms foff r a period of time if the interest rate under the
modififf ed terms is at or above

l statust
l as long as they continue to perforff mr

turt ed or refiff nanced at market or if the loan returt ns to its original terms.

l, but may move to accruarr
generally remain on accruarr

l if they do not perforff m in accordance with the restrucrr

a period of time. TDRs on accruarr

turt ed remain on non-accruarr

market, is restrucrr

l statust

credit losses. Acquired loans are classififf ed into two categories; purchased fiff nancial instrumrr

Acquired Loans— Loans acquired in connection with acquisitions are recorded at their acquisition-date faff ir value with no carryove

r of
related allowance forff
ents with more than insignififf cant
credit deterioration (“PCD”) loans, and loans with insignififf cant credit deterioration (“non-PCD”). PCD loans are defiff ned as a loan or groupu of
loans that have experienced more than insignififf cant credit deterioration since origination. Non-PCD loans will have an allowance estaba lished on
credit losses. For PCD loans, an allowance is recognized on day 1 by
acquisition date, which is recognized in the current period provision forff
adding it to the faff ir value of the loan, which is the “Day 1 amortized cost”. There is no credit loss expense recognized on PCD loans because the
initial allowance is establa ished by grossing-up the amortized cost of the PCD loan. Determining the faff ir value of the acquired loans involves
estimating the principal and interest cash flff ows expected to be collected on the loans and discounting those cash flff ows at a maraa ket rate of interest.
Management considers a number of faff ctors in evaluating the acquisition-date faff ir value including the remaining lifeff of the acquired loans,
, estimated prepayments, payment options and other loan feff aturt es, internal risk grade, estimated value of the underlying
delinquency statust
collateral and interest rate environment.

PCD loans are accounted forff

in accordance with Accounting Standards Codififf cation (“ASC”) 326-20, FiFF nancial InII strt umentstt – CrCC edit Losses
– MeMM asure at Amortizii ed CoCC st, if,ff at acquisition, the loan or pool of loans has experienced more-than-insignififf cant credit deterioration since
origination. At acquisition, Wesbanco considers several faff ctors as indicators that an acquired loan or pool of loans has experienced more-than-
insignififf cant credit deterioration. These faff ctors include, but are not limited to, loans 30 days or more past due, loans with an internal risk grade
of below average or lower, loans classififf ed as non-accrurr al by the acquired institut tion, the materiality of the credit and loans that have been
previously modififf ed in a troubled debt restrucrr

ing.

turt

Under ASC 326-20, a groupu of loans with similar risk characteristics can be assessed to determine if the pool of loans is PCD. However, if
a loan does not have similar risk characteristics as any other acquired loan, the loan is individually assessed to determine if it is PCD. In addition,
the initial allowance related to acquired loans can be estimated foff r a pool of loans if the loans have similar risk characteristics. Even if the loans
were individud ally assessed to determine if they were PCD, they can be groupu ed together in the initial allowance calculation if they share similar

risk characteristics. Since Wesbanco uses the discounted cash flff ow (DCF) appr
as the expected contractuat
collected with the purchase price of the loan(s). If a PCD loan has an unfuff nded commitment at acquisition, the initial allowance forff
calculation reflff ects only the expected credit losses associated with the funde
ff
unfunde

oach, the initial allowance calculation forff PCD loans is calculated
l cash shortfaff lls, discounted at the rate that equals the net present value of estimated futff urt e cash flff ows expected to be
credit losses
d portion of the PCD loan. Expected credit losses associated with the

d commitment are included in the initial measurement of the commitment.

For PCD loans, the non-credit discount or premium is allocated to individual loans as determined by the diffff eff rence between the loan’s
amortized cost basis and the unpaid principal balance. The non-credit premium or discount is recognized into interest income on a level yield
basis over the remaining expected lifeff of the loan. For non-PCD loans, the interest and credit discount or premium is allocated to individual loans
as determined by the diffff eff rence between the loan’s amortized cost basis and the unpaid principal balance. The premium or discountuu is recognized
into interest income on a level yield basis over the remaining expected lifeff of the loan.

Allowance forff Credit Losses— The allowance foff r credit losses specififf c to loans redudd ces the loan portfoff lio to the net amount expected to be
d loanaa commitments, which
collected, representing the lifeff time expected losses at the initial origination date. Similarly, an allowance forff
credit losses specififf c to
is recorded in other liabia lities, represents expected losses on unfunde
ity debt securities are recognized in the provision forff
loans, the allowance forff
credit losses on the consolidated statement of operations. The allowance incorpor
ies a reversion
methodology beyond the reasonabla e and supportabla e forff ecast. The allowance is increased by a provision charged to operating expense and
reduced by charge-offff sff , net of recoveries. Management evaluates the appr
opriateness of the allowance at least quarterly. This evaluation is
a
inherently subjective as it requires material estimates that may be susceptible to signififf cant change frff om period to period.

ates forff ward-looking inforff mation and appl

d loan commitments, and the allowance forff

tions in the allowance forff

d commitments. Fluctuat

held-to-maturt

ff
unfunde

The allowance forff

credit loss calculation specififf c to loans is based on the loan’s amortized cost basis, which is comprised of the unpaid
principal balance of the loan, defeff rred loan feff es (costs) and acquired premium (discount) minus any write-downs. Wesbanco made an accounting
policy election to exclude accruerr d interest frff om the measurement of the allowance forff
credit losses because the Company has a policy in place
l, and also Wesbanco made an accounting policy election to reverse
to reverse or write-offff accruerr d interest when a loan is placed on non-accruarr
accruerr d interest deemed uncollectible as a reversal of interest income. However, Wesbanco is reserving, as part of the allowance forff
credit losses,
forff

accruerr d interest on loan modififf cations under the CARES Act due to the natut re and timing of these defeff rrals.

The allowance forff

oach to calculate the expected loss forff

credit losses reflff ects the risk of loss on the loan portfolff

opriately measure expected credit losses, management
io into pools of similar risk characteristics. The Company utilizes the probabia lity of defaff ult (“PD”) / loss given
disaggregates the loan portfolff
defaff ult (“LGD”) appr
each segment, which is then discounted to net present value. PD is the probabia lity
the asset will defaff ult within a given timefrff ame and LGD is the percentage of the assets not expected to be collected due to defaff ult. The primaryr
macroeconomic drivers of the quantitative model include forff ecasts of national unemployment and interest rate spreads. Management relies on
macroeconomic forff ecasts obtained frff om various reputabla e sources, which may include the Federal Open Market Committee (FOMC) forff ecast
and other pubu licly availaba le foff recasts frff om well recognized, leading economists. These foff recasts can range frff om one to two yearaa s, depending
upon
io segment and management’s judgement of what can be reasonaba ly
u
supported. The model reversion period ranges frff om one to three years.

the faff cts and circumstances of the current state of the economy, portfolff

io. To appr

The allowance forff

credit losses is calculated over the loan’s contractuat

ity date. For commercial and industrial (“C&I”) revolving loans with no stated maturt

is calculated based on the
l lifeff
l lifeff
is calculated based on the
maturt
ity date or a defaff ult date. The
internal review date. For all other revolving loans, the contractuat
contractuat
l term does not include expected extensions, renewals or modififf cations unless management has a reasonabla e expectation as of the
reporting period that Wesbanco will execute a TDR with the borrower. Management assumes a loan will become a TDR if a consumer loan has
maturt ed, has a principal balance, and has previously been partially charged-offff .ff This assumption extends the maturt
ity of these loans to six months
beyond maturt

l lifeff . For term loans, the contractuat
ity date, the contractuat
is based on either the estimated maturt

ity date.

l lifeff

The loan portfolff

io is segmented based on the risk profiff les of the loans. Commercial loans are segmented between commercial real estate
ther segmented
(“CRE”), which are collateralized by real estate, and C&I, which are typically utilized forff
between land and construcrr
tion (“LCD”) and improved property, which are generally loans to purchase or refiff nance owner occupied or non-owner
occupu ied investment properties. LCD loans have a unique risk that the developer or builder may not complete the projo ect or not complete it on
time or within budget. Improved property loans are reviewed forff
risk based on the underlying real estate property such as rental or owner income,
aisal value and other current lease terms, which affff eff ct debt service coverage and loan to value. Retail loans are a homogenous group, generally
a
appr
consisting of standardized products that are smaller in amount and distributed over a large number of individual borrowers. The group is
segmented into three categories – residential real estate, HELOC and consumer.

general business purpos

es. CRE is furff

Contractuat

l terms are adjusted forff

estimated prepayments to arrive at expected cash flff ows. Wesbanco models term loans with an annualized
a given loan, the loan may be evaluated

real estate values and the impact on specififf c industries and geographi

delinquency and other credit quality trends, concentrations of credit risk, if any, the results of internal loan reviews and examinations by bank
credit losses. Management relies on observabla e data frff om internal and external sources to the
regulatoryr agencies pertaining to the allowance forff
extent it is availaba le to evaluate each of these faff ctors and adjd usts the model’s quantitative results to reflff ect the impact these faff ctors may have on
probabla e losses in the portfolff

io.

Commercial loans, including CRE and C&I that have unique characteristics are tested individually forff

estimated credit losses. Specififf c
such loans based on the net present value of expected futff urt e cash flff ows of the loan or the estimated

opriate forff

reserves are establa ished when appr
realizabla e value of the collateral, if any.

Management may also adjust its assumptions to account forff

l losses frff om period to period. The
credit losses and may have a material impact on futff urt e results
variabia lity of management’s assumptions could alter the level of the allowance forff
of operations and fiff nancial condition. The loss estimation models and methods used to determine the allowance foff r credit losses are continually
refiff ned and enhanced.

diffff eff rences between expected and actuat

Premises and Equipment—tt

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is
lives of the assets. Leasehold improvements are amortized over the shorter of
computed using the straight-line method over the estimated usefulff
the estimated economic usefulff
lives range frff om 3 to 10 years forff
fuff rnr itut re and equipment, 15 to 39 years foff r buildings and building improvements, and 15 years foff r land improvements. Maintenance and repairs
are expensed as incurred while maja or improvements that extend the usefulff
lifeff of an asset are capia talized and depreciated over the estimated
remaining usefulff

lives of the leased assets or the remaining terms of the underlying leases. Usefulff

lifeff of the asset.

Operating leases are recorded as a right of use (“ROU”) asset and operating lease liabia lity, included in premises and equipment, net and
other liabia lities, respectively. Operating lease ROU assets represent the right to use an underlying asset during the lease termrr
and operating lease
liabia lities represent our obligation to make lease payments arising frff om the lease. ROU assets and operating lease liabia lities are recognized at
lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing
rate at the lease commencement date. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest
accreted on the operating lease liabia lity, is recognized on a straight-line basis over the lease term, and is recorded primarily in net occupancy
expense in the consolidated statements of comprehensive income.

Other Real Estate Owned and Repossessed Assets— Other real estate owned and repossessed assets, which are considered availabla e-
forff
-sale and are reported in other assets, are carried at the lower of cost or their estimated current faff ir value, less estimated costs to sell. Other
real estate owned consists primarily of properties acquired through, or in lieu of,ff forff eclosure. Repossessed collateral primarily consists of
automobiles and other types of collateral acquired to satisfyff defaff ulted consumer loans. Subsequent declines in faff ir value, if any, income and
expense associated with the management of the collateral, and gains or losses on the disposition of these assets are recognized in the Consolidated
Statements of Income in non-interest income. Refeff r to Note 13, “Revenue Recognition” forff

ther detail.

furff

Goodwill and Other Intangible Assets— Wesbanco accounts forff

Goodwill is not amortized but is evaluated forff

years.

Goodwill is evaluated forff

impairment by either assessing qualitative faff ctors to determine whether it is necessaryr

to perforff m the goodwill
impairment test, or Wesbanco may elect to perforff m a quantitative goodwill impairment test. Under the qualitative assessment, Wesbanco assesses
qualitative faff ctors to determine whether it is more likely than not that the faff ir value of its reporting units are less than their carryir ng amounts,
including goodwill. If it is more likely than not, the goodwill impairment test is used to identifyff potential goodwill impairment and measure the
amount of a goodwill impairment loss to be recognized, if any. The estimated faff ir value of each reporting unit is compared to its carryr ing value,
including goodwill. If the estimated faff ir value of a reporting unit exceeds its carryr ing amount, the goodwill of that reporting unit is not considered
impaired, and no impairment loss is recognized. However, if the carryirr ng amount of the reporting unit exceeds its faff ir value, anaa impairment loss
is recognized based on the excess of a reporting unit’s carryir ng value over its faff ir value.

Intangible assets with fiff nite usefulff

lives are evaluated forff

Bank-Owned Lifeff

Insurance— Wesbanco has purchased lifeff

insurance policies on certain executive and other offff iff cers. Wesbanco
receives the cash surrender value of each policy upon its termination or benefiff ts are payabla e upon the death of the insured. These policies are
recorded in the Consolidated Balance Sheets at their net cash surrender value. Changes in net cash surrender value are recognized in non-interest
income in the Consolidated Statements of Income. Adjustments to cash surrender value and death benefiff ts received, if recognized as income, are
currently tax-exempt.

Interest Rate Lock Commitments— In order to attract potential home borrowers, Wesbanco offff eff rs interest rate lock commitments
(“IRLC”) to such potential borrowers. IRLC are generally forff
a loan if underwriting standards
are met, but the commitment does not obligate the potential borrower to close on the loan. Accordingly, some IRLC expire prior to the fuff nding
sale, which consist primarily of originated longer-term fiff xed
of the related loan. For IRLC issued in connection with potential loans intended forff
rate residential home mortgage loans that qualifyff
secondaryrr market sale, the Bank enters into positions of forff ward month mortgage-backed
securities to be announced (“TBA”) contracts on a mandatoryr basis or on a one-to-one forff ward sales contract on a best effff orff

sixty days and guarantee a specififf ed interest rate forff

ts basis.

forff

A mortgage loan sold on a mandatoryrr basis to the secondaryr market is considered sold when the mortgage loan is funde

d. Wesbanco enters
into TBA contracts in order to control interest rate risk during the period between the IRLC and the sale of the mortgage loan. The IRLC is
executed between the mortgagee and Wesbanco, and the forff ward TBA contract is executed between Wesbanco and a counterparr
rty. Both the
IRLC and the forff ward TBA contract are considered derivatives. A mortgage loan sold on a best effff orff
ts basis is locked into a forff wrr ard sales contract
on the same day as the IRLC to control interest rate risk during the period between the IRLC and the sale of the mortgage loan. The IRLC is
rty. Both the
executed between the mortgagee and Wesbanco, and the forff ward sales contract is executed between Wesbanco and a counterparr
IRLC and the forff ward sales contract are considered derivatives. Both types of derivatives are recorded at faff ir value and are not designated in a
qualififf ed hedged accounting program. The changes in faff ir value are recorded in current earnings within mortgage banking income in the
Consolidated Statements of Income. The faff ir value of IRLC is the gain or loss that would be realized on the underlying loans assuming exercise
of the commitments under current market rates versus the rate incorpor
ated in the commitments, taking into consideration loans cancelled prior
to closing. The faff ir value of forff ward sales contracts is based on quoted market prices. Since loans typically close beforff e receipt of fuff nding frff om
at faff ir value as “Loans Held forff Sale” in the Consolidated Balance Sheets.
an investor, they are accounted forff

Derivative Instruments and Hedging Activities— Wesbanco records all derivatives on the balance sheet at faff ir value. The accounting
changes in the faff ir value of derivatives depends on the intended use of the derivative, whether Wesbanco has elected to designate a derivative
forff
a
in a hedging relationship and appl
y hedge
to appl
accounting. Wesbanco enters into back-to-back interest rate swapsa with commercial banking customers and then with counterparr
rties foff r the
offff sff etting interest rate swapa . Currently, none of Wesbanco’s derivatives are designated in qualifyff ing hedging relationships, as the derivatives are
not used to manage risks within Wesbanco’s assets or liabia lities. As such, all changes in faff ir value of Wesbanco’s derivatives are recognized
directly in earnings.

y hedge accounting and whether the hedging relationship has satisfiff ed the criteria necessaryrr

Income Taxes— The provision forff

income taxes included in the Consolidated Statements of Income includes both feff deral and state income
taxes and is based on income in the fiff nancial statements, rather than amounts reported on Wesbanco’s income tax returt ns. Defeff rred tax assets
and liaba ilities are recognized foff r the fuff tut re tax consequences attributaba le to diffff eff rences between the fiff nancial statement carryirr ng amounts of
existing assets and liabia lities and their respective tax bases at which rates they are expected to turt naround. A test of the anticipated realizaba ility
of defeff rred tax assets is perforff med at least annually.

Fair Value— Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfeff r a liaba ility in an
orderly transaction between market participants. Fair value measurements are not adjusted forff
transaction costs. The ASC also estaba lishes a faff ir
value hierarchy that prioritizes the inputs to valuation techniques used to measure faff ir value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets foff r identical assets or liaba ilities (Level 1 measurement) and the lowest priority to unobservaba le inputs (Level 3
measurement). The three levels of the faff ir value hierarchy are described below:

Level 1—Quoted prices in active markets forff
or liabia lities;

the same security that are accessible at the measurement date forff

identical, unrestrtt icted assets

Level 2—Quoted prices foff r similar instrurr ments in active markets, quoted prices foff r identical or similar instrurr ments in markets that are not
active, or model-based valuation techniques where all signififf cant assumptions are observabla e, either directly or indirectly, in the market;

Level 3—Valuation is generated frff om model-based techniques where one or more signififf cant assumptions are not observabla e, either directly
or indirectly, in the market. These unobservabla e assumptions reflff ect estimates of assumptions that market participants would use in pricing
the asset or liabia lity. Valuation techniques may include use of discounted cash flff ow models and similar techniques.

A fiff nancial instrumrr

ent’s level within the faff ir value hierarchy is based on the lowest level of input that is signififf cant to the faff ir value

measurement.

Earnings Per Common Share— Basic earnings per common share (“EPS”) is calculated by dividing net income availabla e to common
shareholders by the weighted-average number of shares of common stock outstanding during the period. For diluted EPS, the weighted-average
the period is increased by the number of shares, which would be issued assuming the exercise of in-the-money common
number of shares forff
stock options and any outstanding warrants. Time-based restricted stock shares are recorded as issued and outstanding upon their grant, rather
than upu on vesting, and therefoff re are included in the weighted-average shares outstanding dud e to voting rights granted at the time restricted stock
is granted. Perforff mance and market-based restricted stock shares are recorded as issued and outstanding upon their achieving the required
perforff mance or market faff ctors. These restricted shares are included in the number of shares outstanding forff
diluted EPS if their perforff mance or
market faff ctors are expected to be achieved as of the reporting date.

Trust Assets— Assets held by the Bank in fiff duciaryrr or agency capaa

cities forff

its customers are not included as assets in the Consolidated

Balance Sheets. Certain money market trusrr

t assets are held on deposit at the Bank and are accounted forff

as such.

Stock-Based Compensation— Stock-based compensation awards granted, comprised of stock options, perforff mance and time-based
restricted stock, and total shareholder returt n (“TSR”) awards are valued at faff ir value and compensation cost is recognized on a straight-line basis
over the requisite service or perfoff rmance period of each award. For service-based awards with graded vesting schedud les, compensation expense
is divided among the vesting periods with each separately vested portion of the award recognized in compensation expense on a straight-line
basis over the requisite service period. For perforff mance-based awards and TSR awards, compensation expense is recognized evenly over the
perfoff rmance period, based on the probaba ility of the achievements of the perfoff rmance or market conditions set foff rth in the plans. Upon adoption
of Accounting Standards Update (“ASU”) 2016-09, “Compensation-Stock Compensation (Topic 718)”, Wesbanco recognizes forff
feff iturt es as they
occur rather than estimating them over the lifeff of the award.

tions in the funde

the plan’s underfunde

d statut s. Wesbanco recognizes flff uctuat

Defiff ned Benefiff t Pension Plan— Wesbanco recognizes in the statement of fiff nancial position an asset forff

d statust
or a
liabia lity forff
s occur through
other comprehensive income. Plan assets are determined based on faff ir value generally representing observabla e market prices. The projected
benefiff t obligation is determined based on the present value of projected benefiff t distributions at an assumed discount rate. The discount rate
utilized is based on a fiff tted yield curve appr
the plan
to high quality corprr orate bonds availaba le in the marketpt lace to determine an equivalent discount rate. Periodic pension expense includes service
rially-derived market-related value,
costs, interest costs based on an assumed discount rate, an expected returt n on plan assets based on an actuat
an assumed rate of annual compensation increase, and amortization or accretion of actuat
rial
assumptions. The service cost component is recognized in salaries and wages and the remaining costs are recognized in employee benefiff ts within
the Company’s Consolidated Statement of Income. Wesbanco utilizes a fulff
oach in the estimation of service and interest
ying the specififf c spot rates along the yield curve used in the determination of the benefiff t obligation to the relevant projo ected
components by appl
cash flff ows. The plan has been closed to new entrants since August 2007; however, benefiff ts are still earned forff
those plan participants with
continuing employment aftff er August 2007. Refeff r to Note 12, “Employee Benefiff t Plans” forff

oach whereby the yield curve compares the expected stream of futff urt e benefiff t payments forff

rial gains and losses as well as other actuat

in the year in which the change

the plan’s overfunde

l yield curve appr

ther detail.

d statust

furff

(“FFKT”). The Plan provides lifeff time medical and dental benefiff ts upon retirement forff

Post-retirement Medical Benefiff t Plan— Wesbanco acquired a non-qualififf ed supplemental retirement plan forff

certain key employees
certain empm loyees
frff om Farmers Capia tal Bank Corp.rr
the projo ected benefiff t
meeting the eligibility requirement, which were amended by Wesbanco upon acquisition. Wesbanco recognizes a liabia lity forff
d until period payments are made. Wesbanco recognizes
obligation in the Consolidated Balance Sheets in other liabia lities as this plan is unfunde
flff uctuat
tions in the projected benefiff t obligation through other comprehensive income. The projected benefiff t obligation is based on the present
value of projo ected medical and dental obligations at an assumed discount rate. Periodic benefiff t expense includes service cost, interest cost based
on an assumed discount rate, and amortization or accretion of actuat
rial assumptions. Refeff r to Note 12,
“Employee Benefiff t Plans” forff

rial gains and losses, as well as other actuat

ther detail.

furff

Recent accounting pronouncements—The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates

(“ASU”) as noted below.

ASU 2022-05 Financial Services – Insurance (Topic 944)

In December 2022, the FASB issued ASU 2022-05, “Financial Services – Insurance (Topic 944).” The Board issued Accounting Standards
Long-Duration Contracts
y a retrospective transition method to LDTIs
ication is elected. For Wesbanco, this
te was effff eff ctive beginning on Januaryr 1, 2023. The adoption of this pronouncement did not have a material impact on the Consolidated

Update No. 2018-12, Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting forff
(LDTI), in August 2018. The amendments in Update 2018-12 require that an insurance entity appl
as of the beginning of the earliest period presented or the beginning of the prior fiff scal year if early appl
upda
u
Financial Statements.

ASU 2022-04 Liabilities – Supplier Finance Programs (Sub-topic 405-50)

In September 2022, the FASB issued ASU 2022-04, “Liabia lities—Supplier Finance Programs (Subtopic 405-50).” The amendments in this
ASU require that a buyer in a supu plier fiff nance program disclose suffff iff cient infoff rmation aba out the program to allow a user of fiff nancial statements
to understand the program’s naturt e, activity during the period, changes frff om period to period, and potential magnitude
. To achieve that objb ective,
the buyer should disclose qualitative and quantitative infoff rmation aba out its supu plier fiff nance programs. For Wesbanco, this upu date was effff eff ctive
beginning on Januaryrr 1, 2023, except forff
fiff scal years beginning aftff er December
15, 2023. The adoption of this fulff

l pronouncement is not expected to have a material impact on the Consolidated Financial Statements.

the amendment on rollforff ward inforff mation, which is effff eff ctive forff

ASU 2022-03 Fair Value Measurement (Topic 820)

In June 2022, the FASB issued ASU 2022-03, "Fair Value Measurement (Topic 820).” The amendments in this ASU clarifyff

that a
l restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefoff re, is not
contractuat
that an entity cannot, as a separate unit of account, recognize
considered in measuring faff ir value. Furthermore, the amendments to this ASU clarifyff
equity securities: (1) The faff ir value of
and measure a contractuat
equity securities subu jb ect to contractut al sale restrictions reflff ected in the balance sheet; (2) The natut re and remaining dudd ration of the restriction(s)
and; (3) The circumstances that could cause a lapsa
fiff scal years beginning
aftff er December 15, 2023, and interim periods within those fiff scal years. Wesbanco is currently assessing the impact of ASU 2022-03 on its
Consolidated Financial Statements.

e in the restriction(s). The amendments in this Update are effff eff ctive forff

l sale restriction. The update to this ASU requires the folff

lowing disclosures forff

ASU 2022-02 Financial Instruments - Credit Losses (Topic 326)

turt

In March 2022, the FASB issued ASU 2022-02, "Financial Instrumrr

eliminate the accounting guidance forff Troubled Debt Restrucrr
Restrucrr
ings by Creditors," while enhancing disclosure requirements forff
borrower is experiencing fiff nancial diffff iff culty. Specififf cally, rather than appl
must appl
a
in a new loan or a continuation of an existing loan. In addition, forff
disclose current-period gross writeoffff sff by year of origination forff
326-20, "Financial Instrumrr
1, 2023. The adoption of this pronouncement did not have a material impact on the Consolidated Financial Statements.

ents - Credit Losses (Topic 326)". The amendments in this ASU
ings ("TDRs") by creditors in Subtopic 310-40, "Receivabla es - Troubu led Debt
ings by creditors when a
ying the recognition and measurement guidance forff TDRs, an entity
a
310-20-35-9 through 35-11 to determine whether a modififf cation results
public business entities, the amendments in this Update require that an entity
scope of Subtopic
ents - Credit Losses - Measured at Amortized Cost." For Wesbanco, this update was effff eff ctive beginning on Januaryr

fiff nancing receivabla es and net investments in leases within thet

a
ing guidance in paragraphs

certain loan refiff nancings and restrucrr

y the loan refiff nancing and restrucrr

turt

ASU 2022-01 Derivatives and Hedging (Topic 815)

In March 2022, the FASB issued ASU 2022-01, "Derivatives and Hedging (Topic 815)". The amendments in this ASU address several
topics within ASU 2017-12, which was issued in August 2017 to improve the hedge accounting model. ASU 2022-01 expands the current last-
of-ff layer method to allow multiple hedged layers of a single closed portfolff
io and renames the last-of-ff layer method as the portfoff lio layer method.
io layer method to include nonprepayabla e fiff nancial assets, provides additional
Among other things, the ASU expands the scope of the portfolff
guidance on the accounting forff
r a single hedged
layer or multiple hedge layers are designated and specififf es how hedge basis adjustments should be considered when determining credit losses forff
the assets included in the closed portfolff
io. For Wesbanco, this update was effff eff ctive beginning on Januaryrr 1, 2023. The adoption of this
pronouncement did not have a material impact on the Consolidated Financial Statements.

and disclosure of hedge basis adjustments that are appl

io layer method whethet

icabla e to the portfolff

ASU 2021-08 Business Combinations (Topic 805)

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805)." The amendments in this Update require that an
entity (acquirer) recognize and measure contract assets and contract liabia lities acquired in a business combination in accordance with Topic 606,
"Revenue Recognition." The amendments also appl
y to contract assets and contract liabia lities frff om other contracts to which the provisions of
Topic 606 appl
y, such as contract liabia lities frff om the sale of nonfiff nancial assets within the scope of Subtopic 610-20, "Other Income—Gains and
Losses frff om the Derecognition of Nonfiff nancial Assets." For Wesbanco, this update was effff eff ctive beginning on Januaryrr 1, 2023. The adoption
of this pronouncement did not have a material impact on the Consolidated Financial Statements.

ASU 2020-04, ASU 2021-01 and ASU 2022-06 Refeff rence Rate Reforff m (Topic 848)

In March 2020, the FASB issued ASU 2020-04, “Refeff rence Rate Reforff m (Topic 848)”. This ASU provided temporary,r optional guidance
, or recognizing the effff eff cts of,ff the transition away frff om the London Interbar nk Offff eff red Rate
to ease the potential burden in accounting forff
("LIBOR") or other refeff rence rate expected to be discontinued on fiff nancial reporting. The ASU also provides optional expedients forff
contract
modififf cations that replace a refeff rence rate affff eff cted by refeff rence rate reforff m. The guidance is effff eff ctive as of March 12, 2020 thrt ough December
31, 2022, and can be adopted at any time during this period. In Januaryrr 2021, the FASB issued ASU 2021-01, “Refeff rence Rate Refoff rm (Topic

whether Topic 848 can be appl

848): Scope”. This ASU refiff nes the scope of Topic 848 and addresses questions about
ents
that do not refeff rence a rate that is expected to be discontinued, but that use an interest rate forff margining, discounting or contract price alignment
that is expected to be modififf ed as a result of refeff rence rate reforff m. ASU 2021-01 is effff eff ctive upon issuance through December 31, 2024, and
can be adopted at any time dud ring this period. Wesbanco has not offff eff red LIBOR foff r any new contracts aftff er December 31, 2021. Wesbanco has
chosen the One Month Term Secured Overnight Financing Rate ("1M Term SOFR") as its alternative replacement rate forff LIBOR on both back-
to-back swapa s and on one-month variaba le loans. A transition plan was implemented in 2021 to identifyff and modifyff Wesbanco's loans and other
ents with attributes that are either directly or indirectly inflff uenced by LIBOR, and Wesbanco continues to assess the impact of
fiff nancial instrumrr
adopting the new guidance on the consolidated fiff nancial statements on an ongoing basis, with no material impacts expected at this time.
In
December 2022, the FASB issued ASU 2022-06, “Refeff rence Rate Reforff m (Topic 848): Defeff rral of the Sunset Date of Topic 848.” In the Update,
the Board decided to defeff r the sunset date of Topic 848 to December 31, 2024, to permit entities to appl
y the guidance in Topic 848 through the
expected cessation date of USD LIBOR. In the Board’s view, that time frff ame would have been suffff iff cient to provide flff exibility foff r additional
unforff eseen changes to the timeline of USD LIBOR cessation and to accommodate global interbar nk offff eff red rate (IBOR) transition. The update is
not expected to have a material impact on Wesbanco’s Consolidated Financial Statements.

ied to derivative instrumrr

NOTE 2. EARNINGS PER COMMON SHARE

Earnings per common share are calculated as folff

lows:

shares and per share amountstt )s

epte
both basic and diluted earnings per common share:

thtt ousands,s excee
(i(( nii
Numerator forff
Net income availabla e to common shareholders ......................................................... $
Denominator:
Total average basic common shares outstanding .......................................................
Effff eff ct of dilutive stock options and other stock compensation..................................
Total diluted average common shares outstanding ....................................................
Earnings per common share—basic........................................................................... $
Earnings per common share—diluted ........................................................................

2022

For the Years Ended December 31,
2021

2020

181,988

232,135

119,400

60,047,177
168,197
60,215,374
3.03
3.02

65,520,527
149,443
65,669,970
3.54
3.53

67,260,796
49,788
67,310,584
1.78
1.77

As of December 31, 2022, 2021 and 2020, respectively, 510,211, 412,131 and 497,540 options to purchase shares were excluded in the
diluted shares computation because the exercise price was greater than the average market price of the common shares and, therefoff re, the effff eff ct
would be antidilutive.

As of December 31, 2022, contingently issuaba le shares totaling 53,280 were estimated to be awarded under the 2022, 2021 and 2020 total
shareholder returt n plans as stock perforff mance targets were met to date and were included in the diluted calculation. No shares were contingently
issuabla e as of December 31, 2021 and 2020 because the perforff mance criteria was not met at that time and the effff eff ct would be antidilutive. In
addition, perforff mance-based restricted stock compensation totaling 53,230 and 61,267 were estimated to be awarded as of December 31, 2022
and December 31, 2021 and are included in the calculation. No perforff mance-based restricted stock compensation was estimated to be awarded
at December 31, 2020.

NOTE 3. SECURITIES

The folff

lowing tabla e presents the faff ir value and amortized cost of availabla e-forff

-sale and held-to-maturt

ity debt securities:

(i(( nii
thtt ousandsdd )s
Availabla e-forff

-sale debt securities
U.S. Government sponsored entities and

December 31, 2022
Gross
Gross
Unrealized
Unrealized
Losses
Gains

Amortized
Cost

Estimated
Fair Value

Amortized
Cost

December 31, 2021
Gross
Gross
Unrealized
Unrealized
Losses
Gains

Estimated
Fair Value

agencies ...........................................................$ 259,418 $

2 $ (33,450) $ 225,970

$ 236,096 $

3,922 $

(3,040) $ 236,978

Residential mortgage-backed securities

and collateralized mortgage obligations
of government sponsored entities and
agencies ........................................................... 2,144,015

(297,987) 1,846,053

2,301,170

16,489

(32,446) 2,285,213

Commercial mortgage-backed securities
and collateralized mortgage obligations
of government sponsored entities and
agencies ...........................................................

Obligations of states and political

359,811

— (10,080)

349,731

364,486

4,252

(1,245)

367,493

subdivisions .....................................................
ate debt securities ......................................
rr
Corpor

96,081
15,451

-sale debt securities.......................$ 2,874,776 $

Total availabla e-forff
Held-to-maturt

ity debt securities
U.S. Government sponsored entities and

244
—

92,228
(4,097)
15,158
(293)
271 $ (345,907) $ 2,529,140

101,003
16,940
$ 3,019,695 $

5,372
507

106,340
17,438
30,542 $ (36,775) $ 3,013,462

(35)
(9)

agencies ...........................................................$

4,357 $

— $

(416) $

3,941

5,944 $

72 $

(8) $

6,008

Residential mortgage-backed securities

and collateralized mortgage obligations
of government sponsored entities and
agencies ...........................................................

Obligations of states and political

45,909

—

(3,809)

42,100

58,147

1,409

(16)

59,540

subdivisions ..................................................... 1,177,986
20,377
rr
Corpor

ate debt securities ......................................

ity debt securities (1) ...................$ 1,248,629 $
Total held-to-maturt
Total debt securities.................................................$ 4,123,405 $

577
—

(159,975) 1,018,588
19,761
(616)
577 $ (164,816) $ 1,084,390
848 $ (510,723) $ 3,613,530

907,649
33,083
$ 1,004,823 $
$ 4,024,518 $

(3,500)
—

928,003
23,854
34,901
1,818
27,153 $
(3,524) $ 1,028,452
57,695 $ (40,299) $ 4,041,914

(1) Total held-to-maturt

ity debt securities are presented on the balance sheet net of their allowance forff

credit losses totaling $0.2 million and $0.3 million at

December 31, 2022 and 2021, respectively.

At December 31, 2022 and 2021 there were no holdings of any one issuer, other than U.S. government sponsored entities and its agencies,

in an amount greater than 10% of Wesbanco’s shareholders’ equity.

Equity securities, of which $9.0 million consist of investments in various mutuat

ts forff med in connection with the
Company’s defeff rred compensation plan, are recorded at faff ir value and totaled $11.5 million and $13.5 million at December 31, 2022 and 2021,
respectively.

held in grantor trusrr

l funds

The folff

lowing tabla e presents the amortized cost and faff ir value of availabla e-forff

l
ity debt securities by contractuat
matut rity at December 31, 2022. Actut al matut rities will diffff eff r frff om contractut al matut rities because borrowers may have the right to call or prepay
debt obligations with or without prepayment penalties. Mortgage-backed securities and collateralized mortgage obligations are classififf ed in the
taba le below based on their contractut al matut rity date; however, regular principal payments and prepayments of principal are received on a monthly
basis.

-sale and held-to-maturt

(i(( nii
thtt ousandsdd )s
Availabla e-forff

-sale debt securities

Amortized Cost

Fair Value

Less than one year........................................................................................................................ $
1-5 years.......................................................................................................................................
5-10 years.....................................................................................................................................
Over 10 years ...............................................................................................................................

Total availabla e-forff

-sale debt securities .................................................................................... $

Held-to-maturt

ity debt securities

Total held-to-maturt

ity debt securities ...................................................................................... $
Total debt securities ......................................................................................................................... $

36,678
126,232
450,732
2,261,134
2,874,776

25,985
102,383
379,069
741,192
1,248,629
4,123,405

$
$

36,281
122,389
428,661
1,941,809
2,529,140

25,871
101,156
352,338
605,025
1,084,390
3,613,530

t funds

Securities with an aggregate faff ir value of $2.1 billion at December 31, 2022 and 2021, respectively, were pledged as security forff

, and securities sold under agreements to repurchase. There were no sales of availabla e-forff

and trusrr
December 31, 2022 and December 31, 2021. Proceeds frff om the sale of availabla e-forff
December 31, 2020. Net unrealized (losses) gains on availabla e-forff
tax, as December 31, 2022, 2021, and 2020 were ($261.8) million, ($4.7) million and $46.9 million, respectively.

public
the years ended
the year ended
-sale securities included in accumulated other comprehensive income, net of

-sale securities forff
-sale securities were $226.1 million forff

The folff

lowing tabla e presents the gross realized gains and losses on sales and calls of availabla e-forff

ity debt securities,
as well as gains and losses on equity securities frff om both sales and market adjustments forff
the years ended December 31, 2022, 2021 and 2020,
respectively. All gains and losses presented in the taba le below are included in the net securities gains (losses) line item of the income statement.
For those equity securities relating to the key offff iff cer and director defeff rred compensation plan, the corresponding change in the obligation to the
participant is recognized in employee benefiff ts expense.

-sale and held-to-maturt

(i(( nii
thtt ousandsdd )s
Debt securities:

2022

For the Years Ended December 31,
2021

2020

Gross realized gains ............................................................................................... $
Gross realized losses ..............................................................................................
Net gains on debt securities........................................................................................ $
Equity securities:

Unrealized (losses) gains recognized on securities still held ................................. $
Net realized losses recognized on securities sold ..................................................
Net (losses) gains on equity securities ....................................................................... $
Net securities (losses) gains ....................................................................................... $

168
(21)
147

(1,924)
—
(1,924)
(1,777)

$
$

252
(57)
195

918
—
918
1,113

$
$

3,816
(1,083)
2,733

1,541
(6)
1,535
4,268

The corpor

ity debt portfolff

ate and municipal bonds in Wesbanco’s held-to-maturt

io are analyzed quarterly to determine if an allowance foff r
ate and municipal issuers and actut al
se of historical fiff nancials of all corpor
current expected credit losses is warranted. Wesbanco uses a databaa
historic defaff ult and recoveryrr
rates on rated and non-rated transactions to estimate expected credit losses on an individual security basis. The
expected credit losses are adjd usted quarterly and are recorded in an allowance foff r expected credit losses on the balance sheet, which is dedud cted
io as a contra asset. The losses are recorded on the income statement in the provision
frff om the amortized cost basis of the held-to-maturt
ity securities, which was $9.5 million and $7.0 million as of December 31, 2022
forff
and 2021, respectively, is excluded frff om the estimate of credit losses. Held-to-maturt
ity 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 governr ment-sponsored entity, have no historical evidence supu porting expected credit losses; therefoff re, Wesbanco has estimated these
losses at zero, and will monitor this assumption in the futff urt e forff

any economical or governmental policies that could affff eff ct this assumption.

credit losses. Accruerr d interest receivabla e on held-to-maturt

ity portfolff

The folff

lowing tabla e provides a roll-forff ward of the allowance forff

credit losses on held-to-maturt

ity securities forff

the years ended

December 31, 2022, 2021 and 2020, respectively:

Allowance forff Credit Losses By Category
For the Years Ended December 31, 2022, 2021 and 2020

Residential mortgage
-backed
securities and
collateralized
mortgage obligations
of government
sponsored entities
and agencies

U.S. Government
sponsored
entities and agencies

Obligations of
state and
political
subdivisions

Corporate
debt
Securities

Total

— $
—
—
—
— $

174 $
(7)
—
—
167 $

130 $
44
—
—
174 $

96 $
34
—
—
130 $

94 $
(41)
—
—
53 $

196 $
(102)
—
—
94 $

133 $
63
—
—
196 $

268
(48)
—
—
220

326
(58)
—
—
268

229
97
—
—
326

thtt ousandsdd )s

(i(( nii
Beginning balance at Januaryr 1, 2022...$
Current period provision ....................
Write-offff sff ........................................
Recoveries.......................................
Ending balance at December 31, 2022..$

Beginning balance at Januaryr 1, 2021...$
Current period provision ....................
Write-offff sff ........................................
Recoveries.......................................
Ending balance at December 31, 2021..$

Beginning balance at Januaryr 1, 2020...$
Current period provision ....................
Write-offff sff ........................................
Recoveries.......................................
Ending balance at December 31, 2020..$

The folff

lowing tabla es provide inforff mation on unrealized losses on availabla e-forff
less than twelve months and twelve months or more, forff which an allowance forff

-sale debt securities that have been in an unrealized loss
credit losses has not been recorded as of

position forff
December 31, 2022 and 2021, respectively:

lll arll

srr inii

(dol
thtt ousands)s
((
U.S. Government sponsored

Less than 12 months
Unrealized
Losses

# of
Securities

Fair
Value

December 31, 2022
12 months or more
Unrealized
Losses

# of
Securities

Fair
Value

Total
Unrealized
Losses

# of
Securities

entities and agencies................... $ 107,011

(8,435)

$ 118,779

$ (25,015)

$ 225,790

$ (33,450)

Residential mortgage-backed
securities and collateralized
mortgage obligations of
government sponsored entities
and agencies ..............................

Commercial mortgage-backed
securities and collateralized
mortgage obligations of
government sponsored entities
and agencies ..............................

Obligations of states and political

subdivisions ..............................
ate debt securities ...............
Corpor
rr
Total temporarily impaired

514,789

(39,246)

294

1,328,906

(258,741)

202

1,843,695

(297,987)

496

190,189

(5,106)

67,822
7,225

(1,815)
(226)

128
3

159,543

(4,974)

7,812
4,433

(2,282)
(67)

10
3

349,732

(10,080)

75,634
11,658

(4,097)
(293)

138
6

762

securities................................... $ 887,036

$ (54,828)

498

$ 1,619,473

$ (291,079)

264

$ 2,506,509

$ (345,907)

lll arll

srr inii

(dol
thtt ousands)s
((
U.S. Government sponsored

Less than 12 months
Unrealized
Losses

# of
Securities

Fair
Value

December 31, 2021
12 months or more
Unrealized
Losses

# of
Securities

Fair
Value

Total
Unrealized
Losses

# of
Securities

entities and agencies ................... $ 114,486

(1,865)

$ 32,688

$ (1,175)

$ 147,174

(3,040)

Residential mortgage-backed
securities and collateralized
mortgage obligations of
government sponsored entities
and agencies...............................

Commercial mortgage-backed
securities and collateralized
mortgage obligations of
government sponsored entities
and agencies...............................

Obligations of states and political

subdivisions ...............................
ate debt securities ................
Corpor
rr
Total temporarily impaired

1,568,138

(29,060)

143

141,681

(3,386)

1,709,819

(32,446)

166

131,970

(579)

4,307
6,990

(35)
(9)

2
5

78,356

(666)

—
—

210,326

(1,245)

4,307
6,990

(35)
(9)

2
5

securities.................................... $ 1,825,891

$ (31,548)

187

$ 252,725

$ (5,227)

$ 2,078,616

$ (36,775)

222

Unrealized losses on debt securities in the taba les aba ove represent temporaryrr

flff uctut ations resulting frff om changes in market rates in relation
to fiff xed yields. Unrealized losses in the availabla e-forff
as an adjustment, net of taxes, to other comprehensive
income in shareholders’ equity. Wesbanco does not believe the securities presented above
are impaired due to reasons of credit quality, as
a
l terms.
substantially all debt securities are rated above
Wesbanco does not intend to sell, nor is it more likely than not that it will be required to sell, loss position securities prior to recoveryr of their
cost, and thereforff e, management believes the unrealized losses detailed above
credit losses relating to these
securities to be recognized.

investment grade and all are paying principal and interest according to their contractuat

do not require an allowance forff

io are accounted forff

-sale portfolff

Securities that do not have readily determinabla e faff ir values and forff which Wesbanco does not exercise signififf cant influence are carried at
cost. Cost method investments consist primarily of FHLB stock totaling $36.2 million and $15.9 million at December 31, 2022 and 2021,
respectively, and are included in other assets in the Consolidated Balance Sheets. Cost method investments are evaluated forff
impam irment whenever
events or circumstances suggest that their carryirr ng value may not be recoverabla e.

NOTE 4. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

The recorded investment in loans is presented in the Consolidated Balance Sheets net of defeff rred loan feff es and costs, and discounts on
purchased loans. Net defeff rred loan costs were $9.6 million and $3.3 million at December 31, 2022 and 2021, respectively, including $0.2 million
and $6.1 million, respectively, of net defeff rred income frff om SBA Payroll Protection Program ("PPP") loans. The un-accreted discount on
purchased loans frff om acquisitions was $18.0 million at December 31, 2022 and $25.9 million at December 31, 2021.

thtt ousandsdd )s

tion.................................................................................................................. $

(i(( nii
Commercial real estate:
Land and construcrr
Improved property .......................................................................................................................
Total commercial real estate ....................................................................................................
Commercial and industrial ...............................................................................................................
Commercial and industrial - PPP .....................................................................................................
Residential real estate.......................................................................................................................
Home equity.....................................................................................................................................
Consumer .........................................................................................................................................
io loans.................................................................................................................
sale ...........................................................................................................................

Loans held forff

Total portfolff

Total loans................................................................................................................................ $

December 31,
2022

December 31,
2021

943,887
5,117,457
6,061,344
1,571,280
8,115
2,140,584
695,065
226,340
10,702,728
8,249
10,710,977

833,880
4,705,088
5,538,968
1,427,645
162,675
1,721,378
605,682
277,130
9,733,478
25,277
9,758,755

As of December 31, 2022, accruerr d interest receivabla e forff

loans was $51.8 million. Wesbanco made an accounting policy election to exclude
credit losses because the Company has a robust policy in place to reverse or write-
accruerr d interest frff om the measurement of the allowance forff
offff accruerr d interest when loans are placed on non-accruarr
l. However, Wesbanco does have a $0.2 million reserve on the accruerr d interest related
to loan modififf cations allowed under the CARES Act due to the timing and naturt e of these modififf cations. As of December 31, 2022, accrurr ed
interest related to COVID-19 loan modififf cations as permitted under the CARES Act was $17.0 million.

The folff

lowing tabla es summarize changes in the allowance forff

credit losses appl

icabla e to each categoryrr of the loan portfolff

io:

thtt ousandsdd )s

(i(( nii
Balance at beginning of year:

Allowance forff

credit

Commercial
Real Estate-
Land and
Construction

Commercial
Real Estate-
Improved
Property

Commercial
&
Industrial

Residential
Real
Estate

Home
Equity

Consumer

Deposit
Overdraftff s

Total

For the Year Ended December 31, 2022

losses - loans ................................................. $

7,310

$ 65,355

$ 26,875

$ 15,401

724

3,737

2,220

$ 121,622

Allowance forff

credit

losses - loan commitments ..............................

4,180

201

1,497

1,576

272

—

7,775

Total beginning allowance forff
credit losses - loans and loan
commitments.....................................................

Provision forff

credit losses:

Provision forff
Provision forff
Total provision forff

loan losses....................................
loan commitments.........................

credit
losses - loans and loan
commitments.....................................................
Charge-offff sff ..........................................................
Recoveries ...........................................................
Net recoveries (charge-offff sff )...............................

11,490

65,556

28,372

16,977

773

4,009

2,220

129,397

(625)
1,845

(12,939)
(201)

4,736
(1,497)

2,717
639

3,526
79

44
(272)

333
—

(2,208)
593

1,220
(73)
125
52

(13,140)
(795)
1,038
243

3,239
(1,068)
997
(71)

3,356
(500)
590
90

3,605
(358)
342
(16)

(228)
(3,476)
2,822
(654)

333
(1,622)
354
(1,268)

(1,615)
(7,892)
6,268
(1,624)

Balance at end of period:

Allowance forff

credit

losses - loans .................................................

6,737

52,659

31,540

18,208

4,234

3,127

1,285

117,790

Allowance forff

credit

losses - loan commitments ..............................

6,025

—

2,215

128

—

8,368

Total ending allowance forff
losses - loans and loan
commitments..................................................... $

credit

12,762

$ 52,659

$ 31,540

$ 20,423

4,362

3,127

1,285

$ 126,158

thtt ousandsdd )s

(i(( nii
Balance at beginning of year:

Allowance forff

credit

Commercial
Real Estate-
Land and
Construction

Commercial
Real Estate-
Improved
Property

Commercial
&
Industrial

Residential
Real
Estate

Home
Equity

Consumer

Deposit
Overdraftff s

Total

For the Year Ended December 31, 2021

losses - loans ................................................. $

10,841

$ 110,652

$ 37,850

$ 17,851

1,487

6,507

639

$ 185,827

Allowance forff

credit

losses - loan commitments ..............................

6,508

712

1,275

955

—

9,514

Total beginning allowance forff
credit losses - loans and loan
commitments.....................................................

Provision forff

credit losses:

Provision forff
Provision forff
Total provision forff

loan losses ...................................
loan commitments ........................

17,349

111,364

39,125

18,806

1,532

6,526

639

195,341

(3,698)
(2,328)

(44,831)
(511)

(10,749)
222

(2,708)
621

(899)
4

(2,286)
253

2,694
—

(62,477)
(1,739)

(6,026)
(22)
189
167

(45,342)
(1,825)
1,359
(466)

(10,527)
(2,521)
2,295
(226)

(2,087)
(873)
1,131
258

Balance at end of period:

Allowance forff

credit

losses - loans .................................................

7,310

65,355

26,875

15,401

Allowance forff

credit

losses - loan commitments ..............................

4,180

201

1,497

1,576

(895)
(414)
550
136

724

(2,033)
(2,995)
2,511
(484)

2,694
(1,486)
373
(1,113)

(64,216)
(10,136)
8,408
(1,728)

3,737

2,220

121,622

272

—

7,775

Total ending allowance forff
losses - loans and loan
commitments..................................................... $

credit

11,490

$ 65,556

$ 28,372

$ 16,977

773

4,009

2,220

$ 129,397

thtt ousandsdd )s

(i(( nii
Balance at beginning of year:

Allowance forff

credit

Commercial
Real Estate-
Land and
Construction

Commercial
Real Estate-
Improved
Property

Commercial
&
Industrial

Residential
Real
Estate

Home
Equity

Consumer

Deposit
Overdraftff s

Total

For the Year Ended December 31, 2020

losses - loans ................................................. $

4,949

$ 20,293

$ 14,116

4,311

4,422

2,951

1,387

$ 52,429

Allowance forff

credit

losses - loan commitments ..............................

235

311

250

—

874

Total beginning allowance forff
credit losses - loans and loan
commitments.....................................................
Impact of adopting ASC 326 .................................
Provision forff

credit losses:

Provision forff
Provision forff
Total provision forff

loan losses....................................
loan commitments.........................

5,184
1,524

6,929
3,671

10,600
(51)
92
41

20,315
13,078

78,210
712

78,922
(1,747)
796
(951)

14,427
22,357

3,918
693

4,611
(3,727)
1,457
(2,270)

4,326
5,630

9,065
560

9,625
(1,415)
640
(775)

4,672
(3,936)

1,234
30

1,264
(969)
501
(468)

2,992
2,576

2,980
19

1,387
213

53,303
41,442

(376)
—

101,960
5,685

2,999
(3,615)
1,574
(2,041)

(376)
(1,011)
426
(585)

107,645
(12,535)
5,486
(7,049)

Balance at end of period:

Allowance forff

credit

losses - loans .................................................

10,841

110,652

37,850

17,851

1,487

6,507

639

185,827

Allowance forff

credit

losses - loan commitments ..............................

6,508

712

1,275

955

—

9,514

Total ending allowance forff
losses - loans and loan
commitments..................................................... $

credit

17,349

$ 111,364

$ 39,125

$ 18,806

1,532

6,526

639

$ 195,341

The folff

lowing tabla es present the allowance forff

credit losses and recorded investments in loans by category,r

as of each period-end:

thtt ousandsdd )s

(i(( nii
December 31, 2022
Allowance forff

credit losses:

Allowance forff Credit Losses and Recorded Investment in Loans

Commercial
Real Estate-
Land and
Construction

Commercial
Real Estate-
Improved
Property

Commercial
and
Industrial

Residential
Real
Estate

Home
y
Equity

Consumer

Deposit
Overdraftff s

Total

Loans individually-evaluated ................... $
Loans collectively-evaluated....................
Loan commitments (1) ............................
credit

Total allowance forff

losses - loans and commitments................. $

Portfoff lio loans:

Individually-evaluated forff

credit

— $

6,737
6,025

2,988
49,671
—

130
31,410
—

— $

18,208
2,215

4,234
128

3,127
—

1,285
—

3,118
114,672
8,368

12,762

52,659

31,540

20,423

4,362

3,127

1,285

126,158

losses(1) ............................................... $

24,629

25,369

401

— $

50,399

Collectively-evaluated forff

credit

losses..................................................

Total portfolff

io loans.................................... $

December 31, 2021
Allowance forff

credit losses:

Loans individually-evaluated ................... $
Loans collectively-evaluated....................
Loan commitments (1) ............................
credit

Total allowance forff

losses - loans and commitments................. $

Portfoff lio loans:

Individually-evaluated forff

credit

losses(1) ............................................... $

Collectively-evaluated forff

credit

919,258
943,887

5,092,088
$ 5,117,457

1,578,994
$ 1,579,395

2,140,584
$ 2,140,584

695,065
$ 695,065

226,340
$ 226,340

— 10,652,329
— $ 10,702,728

381
6,929
4,180

8,560
56,795
201

333
26,542
1,497

— $

15,401
1,576

— $
724
49

— $

3,737
272

2,220
—

9,274
112,348
7,775

11,490

65,556

28,372

16,977

773

4,009

2,220

129,397

1,248

66,635

576

— $

68,459

losses..................................................

1,721,378
$ 1,721,378
Total portfolff
(1) For additional detail relating to loan commitments, see Footnote 18, "Commitments and Contingent Liabia lities".

io loans.................................... $

1,589,744
$ 1,590,320

4,638,453
$ 4,705,088

832,632
833,880

605,682
$ 605,682

277,130
$ 277,130

—
9,665,019
— $ 9,733,478

Commercial loan risk grades are determined based on an evaluation of the relevant characteristics of each loan, assigned at inception and
adjusted thereaftff er at any time to reflff ect changes in the risk profiff le throughout the lifeff of each loan. The primaryrr
faff ctors used to determine the
source of repayment and overall fiff nancial strengtht of the borrower.
risk grade are the suffff iff ciency, reliabia lity and sustainabia lity of the primaryr
The rating system more heavily weights the debt service coverage, leverage and loan to value faff ctors to derive the risk grade. Other faff ctors that
are considered at a lesser weighting include management, industryr or property type risks, payment history,r

collateral or guarantees.

Commercial real estate – land and construcrr

tion consists of loans to fiff nance investments in vacant land, land development, constrt ucrr

tion of
tion of commercial buildings. Commercial real estate – improved property consists of loans foff r the purchase or
residential housing, and construcrr
refiff nance of all types of improved owner-occupied and investment properties. Factors that are considered in assigning the risk grade varyr
tion and development loans is based on the overall viabia lity of
depending on the type of property fiff nanced. The risk grade assigned to construcrr
ly complete the project, project specififf c and market
the project, the experience and fiff nancial capaa
tion or pre-leases foff r commercial
absa orptrr
investment property. The risk grade assigned to commercial investment property loans is based primarily on the adequacy of the net operating
income generated by the property to service the debt (“debt service coverage”), the loan to appr
aised value, the type, quality, indud stryr and mix
of tenants, and the terms of leases. The risk grade assigned to owner-occupied commercial real estate is based primarily on global debt service
in which the business operates, the business’ specififf c competitive
coverage and the leverage of the business, but may also consider the industryr
advantages or disadvantages, collateral margins and the quality and experience of management.

ion rates and comparabla e property values, and the amount of pre-sales forff

city of the developer or builder to successfulff

residential housing construcrr

C&I loans consist of revolving lines of credit to fiff nance accounts receivabla e, inventoryrr and other general business purposes; term loans to
a variety of businesses.
fiff nance fiff xed assets other than real estate, and letters of credit to support trade, insurance or governmental requirements forff
faff ctors that are considered in risk rating C&I
Most C&I borrowers are privately-held companies with annual sales up to $100 million. Primaryrr
loans include debt service coverage and leverage. Other faff ctors including operating trends, collateral coverage along with management
experience are also considered.

Pass loans are those that exhibit a historyr of positive fiff nancial results that are at least comparabla e to the average forff

their industryr or type
of real estate. The primaryr source of repayment is acceptabla e and these loans are expected to perforff m satisfaff ctorily during most economic cycles.
Pass loans typically have no signififf cant external faff ctors that are expected to adversely affff eff ct these borrowers more than others in the same industryrr
or property type. Any minor unfaff voraba le characteristics of these loans are outweighed or mitigated by other positive faff ctors including but not
limited to adequate secondaryrr or tertiaryrr sources of repayment.

Criticized loans, considered as compromised, have potential weaknesses that deserve management's close attention. If leftff uncorrrr ected,
these potential weaknesses may result in deterioration of the repayment prospects forff
the asset or in the bank's credit position at some futff urt e date.
Criticized loans are not adversely classififf ed by the banking regulators and do not expose the bank to suffff iff cient risk to warrant adverse
classififf cation.

Classififf ed loans, considered as substandard and doubtfulff

, are equivalent to the classififf cations used by banking regulators. Subsu tandard
loans are inadequately protected by the current sound worth and paying capaa
city of the obligor or of the collateral pledged, if any. Loans so
classififf ed must have a well-defiff ned weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct
possibility that the bank will sustain some loss if the defiff ciencies are not corrected. These loans may or may not be reported as non-accruarr
l.
loans have all the weaknesses inherent in those classififf ed substandard, with the added characteristic that the weaknesses make collection
Doubtfulff
or liquidation in fulff
l, on the basis of currently known faff cts, conditions, and values, highly questionabla e and improbabla e. These loans are reported
as non-accruarr

The folff

lowing tabla es summarize commercial loans by their assigned risk grade:

thtt ousandsdd )s

(i(( nii
As of December 31, 2022
Pass ............................................................................................................ $
Criticized—compromised..........................................................................
Classififf ed—substandard ............................................................................
..................................................................................
Classififf ed—doubtfulff

Total....................................................................................................... $

As of December 31, 2021
Pass ............................................................................................................ $
Criticized—compromised..........................................................................
Classififf ed—substandard ............................................................................
..................................................................................
Classififf ed—doubtfulff

Total....................................................................................................... $

Commercial Loans by Internally Assigned Risk Grade

Commercial
Real Estate-
Land and
Construction

Commercial
Real Estate-
Improved
Property

Commercial
& Industrial

Total
Commercial
Loans

911,804
1,329
30,754
—
943,887

823,316
7,955
2,609
—
833,880

4,940,135
121,393
55,929
—
5,117,457

4,400,872
222,830
81,386
—
4,705,088

1,538,300
25,223
15,872
—
1,579,395

1,540,569
17,733
32,018
—
1,590,320

7,390,239
147,945
102,555
—
7,640,739

6,764,757
248,518
116,013
—
7,129,288

Residential real estate, home equity and consumer loans are not assigned internal risk grades other than as required by regulatoryrr guidelines
that are based primarily on the age of past dudd e loans. Wesbanco primarily evaluates the credit quality of residential real estataa e, home equity and
consumer loans based on repayment perforff mance and historical loss rates. The aggregate amount of residential real estate, home equity and
consumer loans classififf ed as substandard in accordance with regulatoryrr guidelines were $24.8 million at December 31, 2022 and $30.2 million
at December 31, 2021, of which $5.9 million and $7.4 million were accruirr ng, forff
each period, respectively. These loans are not included in the
. In addition, $25.0 million and $21.7 million of unfunde
tabla es above
d criticized and classififf ed commercial loan commitments are not included
a
a
in the tabla es above

forff December 31, 2022 and 2021, respectively.

The folff

lowing tabla es summarize the age analysis of all categories of loans.

Age Analysis of Loans

30-59 Days
Past Due

60-89 Days
Past Due

90 Days
or More
Past Due

Total
Past Due

Total
Loans

90 Days
or More
Past Due and
Accruing (1)

629
84
713
1,586
1,551
1,063
530
5,443
—
5,443

51
3,042
3,093
559
2,840
685
627
7,804
—
7,804

Current

thtt ousandsdd )s

tion.................................... $

(i(( nii
As of December 31, 2022
Commercial real estate:
942,236
Land and construcrr
5,099,342
Improved property .........................................
6,041,578
Total commercial real estate ......................
1,574,311
Commercial and industrial.................................
2,129,095
Residential real estate ........................................
686,762
Home equity.......................................................
222,153
Consumer ...........................................................
10,653,899
io loans...........................................
Total portfolff
Loans held forff
8,249
sale .............................................
Total loans.......................................................... $ 10,662,148

— $

2,147
2,147
1,427
853
3,885
2,910
11,222
—
$ 11,222

910
331
1,241
519
3,536
621
704
6,621
—
$ 6,621

741
15,637
16,378
3,138
7,100
3,797
573
30,986
—
$ 30,986

$ 1,651
18,115
19,766
5,084
11,489
8,303
4,187
48,829
—
$ 48,829

943,887
5,117,457
6,061,344
1,579,395
2,140,584
695,065
226,340
10,702,728
8,249
$ 10,710,977

Nonperforff ming loans included above
folff
lows:
Non-accruarr
TDRs accruirr ng interest (1).................................
Total non-perforff ming......................................... $

l loans .............................................. $

are as

10,337
3,131
13,468

$ 1,495
7
$ 1,502

870
32
902

$ 25,483
60
$ 25,543

27,848
99
$ 27,947

38,185
3,230
41,415

tion.................................... $

As of December 31, 2021
Commercial real estate:
Land and construcrr
Improved property .........................................
Total commercial real estate ......................
Commercial and industrial.................................
Residential real estate ........................................
Home equity.......................................................
Consumer ...........................................................
io loans...........................................
Total portfolff
Loans held forff
sale .............................................
Total loans.......................................................... $

833,755
4,681,028
5,514,783
1,583,347
1,702,587
599,189
273,577
9,673,483
25,277
9,698,760

— $

6,377
6,377
2,275
2,331
2,240
1,532
14,755
—
$ 14,755

7,728
7,728
1,213
3,254
602
1,208
14,005
—
$ 14,005

125
9,955
10,080
3,485
13,206
3,651
813
31,235
—
$ 31,235

125
24,060
24,185
6,973
18,791
6,493
3,553
59,995
—
$ 59,995

833,880
4,705,088
5,538,968
1,590,320
1,721,378
605,682
277,130
9,733,478
25,277
$ 9,758,755

Nonperforff ming loans included above
folff
lows:
Non-accruarr
TDRs accruirr ng interest (1).................................
Total non-perforff ming......................................... $

l loans .............................................. $

are as

11,174
3,275
14,449

914
3
917

564
127
691

$ 23,090
341
$ 23,431

24,568
471
$ 25,039

35,742
3,746
39,488

(1)

Loans 90 days or more past due and accruirr ng interest exclude TDRs 90 days or more past due and accruirr ng interest.

The folff

lowing tabla es summarize nonperforff ming loans:

thtt ousandsdd )s

tion ...................................................... $

(i(( nii
With no related specififf c allowance recorded:
Commercial real estate:
Land and construcrr
Improved property............................................................
Commercial and industrial ...............................................
Residential real estate.......................................................
Home equity .....................................................................
Consumer .........................................................................
Total nonperforff ming loans without a specififf c allowance
Total nonperforff ming loans with a specififf c allowance .....
Total nonperforff ming loans............................................... $

Nonperforff ming Loans

December 31, 2022

December 31, 2021

Recorded
Investment

Related
Allowance

Unpaid
Principal
Balance (1)

Recorded
Investment

Related
Allowance

Unpaid
Principal
Balance (1)

112
18,367
4,102
21,084
6,970
316
50,951
—
50,951

112
16,601
3,112
16,057
5,374
159
41,415
—
41,415

— $
—
—
—
—
—
—
—
— $

74
9,846
6,528
25,492
6,985
869
49,794
—
49,794

73
8,089
5,256
20,065
5,440
565
39,488
—
39,488

—
—
—
—
—
—
—
—
—

(1)

The diffff eff rence between the unpaid principal balance and the recorded investment generally reflff ects amounts that have been previously charged-offff and
faff ir market value adjustments on acquired nonperforff ming loans.

thtt ousandsdd )s

(i(( nii
With no related specififf c allowance recorded:

For the Year
Ended December 31, 2022
Average
Interest
Recorded
Income
Investment
Recognized

Nonperforff ming Loans
For the Year
Ended December 31, 2021
Average
Interest
Income
Recorded
Investment
g
Recognized

For the Year
Ended December 31, 2020
Average
Interest
Recorded
Income
Investment
g
Recognized

tion.............................................. $

Commercial real estate:
Land and construcrr
Improved property ...................................................
Commercial and industrial...........................................
Residential real estate ..................................................
Home equity.................................................................
Consumer .....................................................................
Total nonperforff ming loans without a specififf c allowance
With a specififf c allowance recorded:

Commercial real estate:
Land and construcrr
tion..............................................
Improved property ...................................................
Commercial and industrial...........................................
Residential real estate ..................................................
Home equity.................................................................
Consumer .....................................................................
Total nonperforff ming loans with a specififf c allowance .....
Total nonperforff ming loans .............................................. $

79
9,324
4,233
17,873
5,298
406
37,213

—
—
—
—
—
—
—
37,213

2
99
12
247
37
5
402

—
—
—
—
—
—
—
402

176
7,207
4,077
20,971
5,561
420
38,413

—
1,669
—
—
—
—
1,669
40,082

— $
32
11
155
13
3
214

—
—
—
—
—
—
—
214

571
7,193
5,256
19,651
5,806
377
38,854

—
2,672
38
878
141
11
3,740
42,594

—
61
7
168
22
2
260

—
—
—
—
—
—
—
260

The folff

lowing tabla es present the recorded investment in non-accruarr

l loans and TDRs:

thtt ousandsdd )s

tion.................................................................................................................. $

(i(( nii
Commercial real estate:
Land and construcrr
Improved property .......................................................................................................................
Total commercial real estate ....................................................................................................
Commercial and industrial ...............................................................................................................
Residential real estate.......................................................................................................................
Home equity.....................................................................................................................................
Consumer .........................................................................................................................................
Total ................................................................................................................................................. $

Non-accrual Loans (1)

December 31, 2022

December 31, 2021

112
16,254
16,366
2,946
13,695
5,044
134
38,185

73
7,715
7,788
5,064
17,190
5,163
537
35,742

(1)

At December 31, 2022, there were three borrowers with loan balances greater than $1.0 million totaling $11.8 million, as compm ared to three borrowers
with a loan balance greater than $1.0 million totaling $4.1 million at December 31, 2021. Total non-accruarr
l loans include loans that are also TDRs. Such
loans are also set forff

lowing tabla e as non-accruarr

th in the folff

l TDRs.

thtt ousandsdd )s

tion ................................................ $

(i(( nii
Commercial real estate:
Land and construcrr
Improved property ......................................................
Total commercial real estate...................................
Commercial and industrial..................................................
Residential real estate .........................................................
Home equity .......................................................................
Consumer............................................................................
Total.................................................................................... $

Accruing

December 31, 2022
Non-Accrual

Total

Accruing

December 31, 2021
Non-Accrual

Total

TDRs

— $
347
347
166
2,362
330
25
3,230

— $
29
29
—
1,464
218
—
1,711

— $

376
376
166
3,826
548
25
4,941

— $
374
374
192
2,875
277
28
3,746

— $
133
133
—
1,156
258
—
1,547

—
507
507
192
4,031
535
28
5,293

As of December 31, 2022 and December 31, 2021, there were no TDRs greater than $1.0 million. The concessions granted in the maja ority
of loans reported as accrurr ing and non-accrurr al TDRs are extensions of the matut rity date or the amortization period, redud ctions in the interest rate
below the prevailing market rate forff
longer than six months.
Wesbanco had unfunde
d commitments to debtors whose loans were classififf ed as nonperforff ming of $0.1 million as of both December 31, 2022
ff
and 2021.

loans with comparabla e characteristics, and/or permitting interest-only payments forff

The folff

lowing tabla e presents details related to loans identififf ed as TDRs during the years ended December 31, 2022 and 2021:

lll arll

srr inii

thtt ousands)s

(dol
((
Commercial real estate:
Land and construcrr
tion ..........................................
Improved property................................................
Total commercial real estate ............................
Commercial and industrial .......................................
Residential real estate...............................................
Home equity .............................................................
Consumer .................................................................
Total .........................................................................

New TDRs (1)
For the Year
Ended December 31, 2022
Pre-
Modififf cation
Outstanding
Recorded
Investment

Post-
Modififf cation
Outstanding
Recorded
Investment

Number of
Modififf cations

New TDRs (1)
For the Year
Ended December 31, 2021
Pre-
Modififf cation
Outstanding
Recorded
Investment

Post-
Modififf cation
Outstanding
Recorded
Investment

Number of
Modififf cations

1
2
3
—
—
—
—
3

84
1,286
1,370
—
—
—
—
1,370

—
—
—
—
—
—
—
—

— $
—
—
1
1
1
—
3

— $
—
—
178
103
57
—
338

—
—
—
172
100
54
—
326

(1) Excludes loans that were either paid offff or charged-offff by period end. The pre-modififf cation balance represents the balance outstanding at the beginning of

the period. The post-modififf cation balance represents the outstanding balance at period end.

The folff
that were restrucrr

lowing tabla e summarizes TDRs which defaff ulted (defiff ned as past due 90 days) during the years ended December 31, 2022 and 2021

turt ed within the last twelve months prior to December 31, 2022 and 2021:

lll arll

srr inii

thtt ousands)s

(dol
((
Commercial real estate:
Land and construcrr
tion .........................................................................
Improved property...............................................................................
Total commercial real estate ...........................................................
Commercial and industrial ......................................................................
Residential real estate..............................................................................
Home equity ............................................................................................
Consumer ................................................................................................
Total ........................................................................................................

Defauff

lted TDRs (1)

For the Year
Ended December 31, 2022

Defauff

lted TDRs (1)

For the Year
Ended December 31, 2021

Number of
Defauff

lts

Recorded
Investment

Number of
Defauff

lts

Recorded
Investment

— $
—
—
—
—
—
—
— $

—
—
—
—
—
—
—
—

— $
—
—
—
1
—
—
1

—
—
—
—
234
—
—
234

(1) Excludes loans that were either charged-offff or cured by period end. The recorded investment is as of December 31, 2022 and 2021.

TDRs that defaff ult are placed on non-accruarr

l statust

unless they are both well-secured and in the process of collection. The loans in the tabla e

a
above

were not accruirr ng interest.

Section 4013 of the CARES Act allows fiff nancial institut tions the option to temporarily suspend certain requirements under GAAP related to
TDRs forff
a limited period of time during the COVID-19 pandemic. These customers must meet certain criteria, such as they were in good standing
and not more than 30 days past due either as of December 31, 2019, or as of the implementation of the modififf cation program under the Interagency
Statement, as well as other requirements noted in the regulatoryr agencies’ revised statement. Based on this guidance, Wesbanco does not classifyff
the COVID-19 loan modififf cations as TDRs, nor are the customers considered past due with regard to their delayed payments. Upon exiting the
into the program. Under the
loan modififf cation defeff rral program, the measurement of loan delinquency will resume where it leftff offff upon entryrr
CARES Act, Wesbanco has modififf ed appr
oximately 3,600 loans totaling $2.2 billion, of which $0.8 million remain in their defeff rral period as of
December 31, 2022. Wesbanco originally offff eff red three to six months of defeff rred payments to commercial and retail customers impacted by the
th quarter of 2020, Wesbanco offff eff red up
COVID-19 pandemic depending on the type of loan and the industryrr
forff
based on
to an additional twelve months of defeff rred payments to certain commercial loan customers, predominantly in the hospitality industry,r
specififf c criteria related to the borrower, the underlying property and the potential forff

commercial loans. In the four

guarantors / co-borrowers.

The folff

lowing tabla e summarizes the recognition of interest income on nonperforff ming loans:

thtt ousandsdd )s

(i(( nii
Average nonperforff ming loans.................................................................................... $
Amount of contractuat
l interest income on nonperforff ming loans...............................
Amount of interest income recognized on nonperforff ming loans...............................

2022

For the years ended December 31,
2021

2020

37,213
2,722
402

40,082
1,213
214

42,594
2,827
260

The folff

lowing tabla e summarizes amortized cost basis loan balances by year of origination and credit quality indicator.

thtt ousandsdd )s

(i(( nii
Commercial real estate: land and construction

2022

Loans As of December 31, 2022
Amortized Cost Basis by Origination Year

2021

2020

2019

2018

Prior

Revolving
Loans
Amortized
Cost Basis

Revolving
Loans
Converted
to Term

Total

Risk rating:

Pass ................................. $
Criticized - compromised ......
Classififf ed - substandard ........
.............
Classififf ed - doubtfulff

Total ........................................ $

159,769
559
—
—
160,328

$ 136,131
265
—
—
$ 136,396

$ 138,171
—
6,001
—
$ 144,172

$ 155,141
—
—
—
$ 155,141

61,823
24
—
—
61,847

51,381
31
124
—
51,536

$ 117,237
—
—
—
$ 117,237

Commercial real estate: improved property

Risk rating:

Pass ................................. $ 1,082,984
Criticized - compromised ......
10,554
Classififf ed - substandard ........
—
.............
—
Classififf ed - doubtfulff
Total ........................................ $ 1,093,538

Commercial and industrial

$ 620,205
354
658
—
$ 621,217

$ 613,663
2,877
275
—
$ 616,815

$ 528,004
7,659
15,489
—
$ 551,152

$ 371,880
13,551
9,761
—
$ 395,192

$ 1,551,478
85,332
29,712
—
$ 1,666,522

72,327
1,066
34
—
73,427

92,151
450
24,629
—
117,230

911,804
1,329
30,754
—
943,887

99,594
—
—
—
99,594

$ 4,940,135
121,393
55,929
—
$ 5,117,457

22,206
4,124
5,420
—
31,750

$ 1,538,300
25,223
15,872
—
$ 1,579,395

232,062
2,524
2,854
—
237,440

$ 526,025
7,654
1,066
—
$ 534,745

478,977
853
2,680
6,654
489,164

— $
—
—
—
— $

190,740
—
—
42
190,782

$ 2,129,095
853
3,536
7,100
$ 2,140,584

25,203
1,165
458
2,425
29,251

$ 644,430
2,260
—
16
$ 646,706

16,337
217
57
79
16,690

25,755
31
—
—
25,786

957
38
10
434
1,439

27
—
—
—
27

686,762
3,885
621
3,797
695,065

222,153
2,910
704
573
226,340

Risk rating:

Pass ................................. $
Criticized - compromised ......
Classififf ed - substandard ........
.............
Classififf ed - doubtfulff

Total ........................................ $

Residential real estate
Loan delinquency:

Current ............................. $
30-59 days past due .............
60-89 days past due .............
90 days or more past due.......

Total ........................................ $

Home equity

Loan delinquency:

Current ............................. $
30-59 days past due .............
60-89 days past due .............
90 days or more past due.......

Total ........................................ $

Consumer

Loan delinquency:

Current ............................. $
30-59 days past due .............
60-89 days past due .............
90 days or more past due.......

Total ........................................ $

280,510
917
93
—
281,520

$ 184,805
1,192
3,209
—
$ 189,206

$ 116,890
270
976
—
$ 118,136

541,659
—
—
—
541,659

$ 556,928
—
442
—
$ 557,370

$ 211,496
—
349
—
$ 211,845

10,718
80
—
—
10,798

84,817
980
184
183
86,164

1,459
61
15
—
1,535

36,123
937
293
208
37,561

1,133
180
—
572
1,885

25,071
488
94
69
25,722

72,142
8,278
2,157
—
82,577

$ 103,660
264
97
—
$ 104,021

97,160
—
65
285
97,510

1,774
67
50
93
1,984

25,535
159
47
32
25,773

52,135
—
—
119
52,254

1,088
34
88
257
1,467

8,488
98
29
2
8,617

100

62,676
526
1,256
—
64,458

823,316
7,955
2,609
—
833,880

28,507
13,733
49
—
42,289

$ 4,400,872
222,830
81,386
—
$ 4,705,088

16,226
5,029
5,136
—
26,391

$ 1,540,569
17,733
32,018
—
$ 1,590,320

thtt ousandsdd )s

(i(( nii
Commercial real estate: land and construction

2021

Loans As of December 31, 2021
Amortized Cost Basis by Origination Year

2020

2019

2018

2017

Prior

Revolving
Loans
Amortized
Cost Basis

Revolving
Loans
Converted
to Term

Total

Risk rating:

Pass ................................. $
Criticized - compromised ......
Classififf ed - substandard ........
.............
Classififf ed - doubtfulff

Total ........................................ $

135,179
85
—
—
135,264

$ 217,389
6,236
73
—
$ 223,698

$ 198,974
—
—
—
$ 198,974

$ 117,157
33
—
—
$ 117,190

27,186
—
—
—
27,186

29,696
219
1,280
—
31,195

Commercial real estate: improved property

Risk rating:

Pass ................................. $
Criticized - compromised ......
Classififf ed - substandard ........
.............
Classififf ed - doubtfulff

Total ........................................ $

713,697
7,755
9,355
—
730,807

$ 660,856
15,195
2,686
—
$ 678,737

$ 589,674
52,859
4,855
—
$ 647,388

$ 405,689
17,697
3,730
—
$ 427,116

$ 404,241
14,490
11,010
—
$ 429,741

$ 1,539,275
99,687
49,667
—
$ 1,688,629

35,059
856
—
—
35,915

58,933
1,414
34
—
60,381

Commercial and industrial

Risk rating:

Pass ................................. $
Criticized - compromised ......
Classififf ed - substandard ........
.............
Classififf ed - doubtfulff

Total ........................................ $

Residential real estate
Loan delinquency:

Current ............................. $
30-59 days past due .............
60-89 days past due .............
90 days or more past due.......

Total ........................................ $

Home equity

Loan delinquency:

Current ............................. $
30-59 days past due .............
60-89 days past due .............
90 days or more past due.......

Total ........................................ $

Consumer

Loan delinquency:

Current ............................. $
30-59 days past due .............
60-89 days past due .............
90 days or more past due.......

Total ........................................ $

406,495
590
134
—
407,219

$ 159,878
551
236
—
$ 160,665

99,472
693
18,465
—
$ 118,630

$ 136,146
2,558
766
—
$ 139,470

599,244
1,127
563
1,933
602,867

$ 292,653
—
91
673
$ 293,417

$ 116,147
—
—
895
$ 117,042

10,076
—
—
187
10,263

60,907
435
413
115
61,870

835
84
—
88
1,007

43,871
370
375
141
44,757

649
45
132
119
945

50,317
214
82
222
50,835

71,253
69
271
88
71,681

379
128
15
112
634

19,289
136
19
65
19,509

89,049
1,645
2,139
—
92,833

56,917
105
43
762
57,827

566
50
188
234
1,038

11,084
85
33
1
11,203

223,514
1,278
1,419
—
226,211

$ 409,789
5,389
3,723
—
$ 418,901

536,444
1,030
2,286
8,802
548,562

— $
—
—
—
— $

29,929
—
—
53
29,982

$ 1,702,587
2,331
3,254
13,206
$ 1,721,378

18,064
628
267
2,550
21,509

$ 567,478
1,247
—
—
$ 568,725

32,343
241
286
265
33,135

55,739
51
—
4
55,794

1,142
58
—
361
1,561

27
—
—
—
27

599,189
2,240
602
3,651
605,682

273,577
1,532
1,208
813
277,130

The folff

lowing tabla e summarizes other real estate owned and repossessed assets included in other assets:

thtt ousandsdd )s

(i(( nii
Other real estate owned.................................................................................................................... $
Repossessed assets ...........................................................................................................................
Total other real estate owned and repossessed assets ...................................................................... $

December 31,

2022

2021

1,397
89
1,486

—
—
—

Residential real estate included in other real estate owned was $0 at both December 31, 2022 and December 31, 2021. At December 31,
2022 and 2021, forff mal forff eclosure proceedings were in process on residential real estate loans totaling $4.9 million and $4.0 million, respectively.
Previously, as a result of provisions of the CARES Act, certain residential real estate loans were temporarily suspended frff om entering forff eclosure
proceedings, which included $0.8 million of loans as of December 31, 2021. Since this moratorium had substantially ended during the fiff rst
quarter of 2022, there are currently no loans suspended frff om entering forff eclosure proceedings.

101

NOTE 5. PREMISES AND EQUIPMENT

Premises and equipment include:

thtt ousandsdd )s

(i(( nii
Land and improvements................................................................................................................... $
Buildings and improvements ...........................................................................................................
Furniturt e and equipment ..................................................................................................................
Total cost..........................................................................................................................................
Accumulated depreciation and amortization....................................................................................
Right of use assets............................................................................................................................
Total premises and equipment, net .................................................................................................. $

December 31,

2022

2021

57,817
216,593
111,259
385,669
(212,733)
47,956
220,892

58,534
222,407
109,159
390,100
(208,254)
47,170
229,016

Depreciation and amortization expense of premises and equipment charged to operations forff

the years ended December 31, 2022, 2021 and

2020 was $13.0 million, $13.4 million and $14.1 million, respectively.

Operating leases are recorded as a right of use (“ROU”) asset and operating lease liabia lity, included in premises and equipment, net and
other liabia lities, respectively, on the consolidated balance sheet. Operating lease ROU assets represent the right to use an underlying asset dudd ring
the lease term and operating lease liaba ilities represent our obligation to make lease payments arising frff om the lease. ROU assets and operating
lease liabia lities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that
represents our incremental borrowing rate at the lease commencement date. Operating lease expense, which is comprised of amortization of the
ROU asset and the implicit interest accreted on the operating lease liabia lity, is recognized on a straight-line basis over the lease term, and is
recorded primarily in net occupancy expense in the consolidated statements of comprehensive income.

Operating leases relate primarily to bank branches, offff iff ce space and license agreements with remaining lease terms of generally 1 to 30
years, which include options forff multiple fiff ve and ten year extensions, with a weighted average lease term of 16.0 years. As of December 31,
2022, operating lease ROU assets and liabia lities were $38.8 million and $43.0 million, respectively, and as of December 31, 2021, operating lease
operating leases was $4.6 million, $5.2
ROU assets and liabia lities were $43.1 million and $47.5 million, respectively. The lease expense forff
million and $5.8 million forff
the years ended December 31, 2022, 2021 and 2020, respectively. The weighted average discount rate was 2.92% as
of December 31, 2022. Wesbanco also has certain softff ware licenses and maintenance agreements that are not subject to ASC 842, "Leases." Of
those, the Bank has a contract with its core banking softff ware provider through 2027, in which it is projected the annual obligation dud ring the
contract period will be a minimum of $10.7 million per year.

Finance leases relate primarily to bank branches and offff iff ce space with remaining lease terms of generally 5 to 25 years, which include
options forff multiple fiff ve and ten year extensions, with weighted-average lease terms of 20.0 years. As of December 31, 2022, the fiff nance lease
ROU assets and liabia lities were $9.2 million and $9.8 million, respectively, and were $4.1 million and $4.8 million, respectively, as of
December 31, 2021. The weighted average discount rate was 3.42% and 3.78% as of December 31, 2022 and 2021, respectively. Amortization
the years ended December 31, 2022, 2021 and 2020,
costs related to fiff nance lease ROU assets was $0.5 million, $0.4 million and $0.4 million forff
respectively. Interest expense related to fiff nance lease ROU assets was $0.2 million forff
each of the years ended December 31, 2022, 2021 and
2020, respectively.

Futurt e minimum lease payments under non-cancellabla e leases with initial or remaining lease terms in excess of one year at Decembem r 31,

2022 are as folff

lows (in tht ousandsdd ):

Year
2023................................................................................................................................ $
2024................................................................................................................................
2025................................................................................................................................
2026................................................................................................................................
2027................................................................................................................................
2028 and thereaftff er ........................................................................................................
Total lease payments...................................................................................................... $
Less: capia talized interest ................................................................................................
Present value of lease liabia lities..................................................................................... $

Operating Leases

Finance Leases

Total

4,812 $
4,477
4,345
4,223
3,720
34,123
55,700 $
(12,743)
42,957 $

951 $
957
927
875
653
9,907
14,270 $
(4,515)
9,755 $

5,763
5,434
5,272
5,098
4,373
44,030
69,970
(17,258)
52,712

102

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

Wesbanco’s Consolidated Balance Sheets include goodwill of $1.1 billion as of December 31, 2022 and 2021, respectively, all of which
relates to the Community Banking segment. Wesbanco’s other intangible assets of $44.6 million and $54.9 million at December 31, 2022 and
2021, respectively, primarily consist of core deposit and other customer list intangibles, which have fiff nite lives and are amortrr ized using straight
line and accelerated methods. Other intangible assets are being amortized over estimated usefulff
lives ranging frff om ten to sixteen years.
the years ended
Amortization of core deposit and customer list intangible assets totaled $10.3 million, $11.5 million and $13.4 million forff
December 31, 2022, 2021 and 2020, respectively. Wesbanco completed its annual goodwill impairment evaluation as of November 30, 2022 and
determined that goodwill was not impaired as of such date as well as at December 31, 2022, as there were no signififf cant changes in market
conditions, consolidated operating results, or forff ecasted futff urt e results frff om November 30, 2022. Additionally, there were no events or changes
in circumstances indicating impairment of other intangible assets as of December 31, 2022.

The folff

lowing tabla e shows Wesbanco’s capia talized other intangible assets and related accumulated amortization:

thtt ousandsdd )s

(i(( nii
Other intangible assets:
Gross carryir ng amount ..................................................................................................................... $
Accumulated amortization ...............................................................................................................
Net carryir ng amount of other intangible assets................................................................................ $

December 31,

2022

2021

110,358
(65,764)
44,594

115,032
(60,159)
54,873

The folff

lowing tabla e shows the amortization on Wesbanco’s other intangible assets forff

each of the next fiff ve years (in tht ousandsdd ):

Year
2023 ................................................................................................................................................................................
2024 ................................................................................................................................................................................
2025 ................................................................................................................................................................................
2026 ................................................................................................................................................................................
2027 ................................................................................................................................................................................
2028 and thereaftff er .........................................................................................................................................................
Total................................................................................................................................................................................

Amount

9,088
8,251
7,475
6,737
6,214
6,829
44,594

103

NOTE 7. INVESTMENTS IN LIMITED PARTNERSHIPS

Wesbanco is a limited partner in several tax-advantaged limited partnerships whose purpos

oved low-income housing
investment tax credit projects. These investments are accounted forff
using the equity method of accounting and are included in other assets in the
Consolidated Balance Sheets. The limited partnerships are considered to be VIEs as they generally do not have equity investors with voting rights
or have equity investors that do not provide suffff iff cient fiff nancial resources to support their activities. The VIEs have not been consolidated because
Wesbanco is not considered the primaryrr benefiff ciary.r All of Wesbanco’s investments in limited partnerships are privately held, and their market
values are not readily availabla e. As of December 31, 2022 and 2021, Wesbanco had $34.2 million and $27.9 million, respectively, invested in
these partnerships. Wesbanco also recognizes the unconditional unfunde
d equity commitments of $15.1 million and $12.5 million at
ff
December 31, 2022 and 2021, respectively, in other liabia lities. Wesbanco classififf es the amortization of the investment as a component of income
the years ended December 31, 2022,
tax expense (benefiff t) and proportionally amortizes the investment over the tax credit period. The amount forff
2021 and 2020 was $3.6 million, $3.4 million and $3.3 million, respectively. Tax benefiff ts attributed to these partnerships include low-income
housing and historic tax credits which totaled $3.5 million, $3.1 million and $3.2 million forff
the years ended December 31, 2022, 2021 and 2020,
respectively, which are also included in income tax expense.

e is to invest in appr

Wesbanco is also a limited partner in fiff ve other limited partnerships as of December 31, 2022. These provide seed money and capaa ital to
startupt
companies, and fiff nancing to low-income housing projects. As of December 31, 2022 and 2021, Wesbanco had $3.3 million and $9.9
million, respectively, invested in these partnerships, which are recorded in other assets using the equity method. Wesbanco included in operations
under the equity method of accounting its share of the partnerships’ net (loss) income of ($0.9) million, $3.6 million and ($0.6) million forff
the
years ended December 31, 2022, 2021 and 2020, respectively. (Losses) gains totaling ($1.0) million and $3.8 million related to the sale and the
change in the faff ir value of the underlying investments funde
ation, which is included within
the partnerships' net income forff
the years ended December 31, 2022 and December 31, 2021, respectively. This income is located within net
gain (loss) on other real estate owned and other assets on the consolidated statements of income and predominantly relates to tht e sale and faff ir
value changes in the underlying Tech Growth investment, which was sold in 2022.

d by Wesbanco's Community Development Corpor

The folff

lowing tabla e presents the scheduled equity commitments to be paid to the limited partnerships over the next fiff ve years andaa

in the

aggregate thereaftff er as of December 31, 2022:

Amount

3,954
6,252
2,061
922
584
1,348
15,121

NOTE 8. CERTIFICATES OF DEPOSIT

Certififf cates of deposit in denominations of $250 thousand or more were $133.9 million and $313.2 million as of December 31, 2022 and
the

2021, respectively. Interest expense on certififf cates of deposit of $250 thousand or more was $2.0 million, $3.8 million and $8.6 million forff
years ended December 31, 2022, 2021 and 2020, respectively.

At December 31, 2022, the scheduled maturt

ities of total certififf cates of deposit are as folff

lows (i(( n thousands)s :

Amount

556,450
181,367
82,976
40,309
24,159
557
885,818

104

NOTE 9. FHLB AND OTHER SHORT-TERM BORROWINGS

Wesbanco is a member of the FHLB system. Wesbanco’s FHLB borrowings, which consist of borrowings frff om the FHLB of Pittsburgh
are secured by a blanket lien by the FHLB on certain residential mortgages and other loan types or securities with a market value in excess of the
outstanding balances of the borrowings. As of December 31, 2022 and 2021, Wesbanco had FHLB borrowings of $705.0 million and $183.9
million, respectively, with a remaining weighted-average interest rate of 4.22% and 1.28%, respectively. The terms of the security agreement
with the FHLB include a specififf c assignment of collateral that requires the maintenance of qualifyiff ng mortgage and other types of loans as
pledged collateral with unpaid principal amounts in excess of the FHLB advances, when discounted at certain pre-establa ished percentages of the
loans’ unpaid principal balances. FHLB stock owned by Wesbanco totaling $36.2 million and $15.9 million at December 31, 2022 and 2021,
respectively, is also pledged as collateral on these advances. The remaining maximum borrowing capaa
city by Wesbanco with the FHLB at
oximately $3.6 billion and $3.8 billion, respectively.
December 31, 2022 and 2021 was estimated to be appr

The folff

lowing tabla e presents the aggregate annual maturt

2022 based on their contractuat

l maturt

ity dates and interest rates (dol

ities and weighted-average interest rates of FHLB borrowings at December 31,
((

larsrr in thousands)s :

Year
2023 ................................................................................................................................................ $
2024 ................................................................................................................................................
2025 ................................................................................................................................................
2026 ................................................................................................................................................
2027 ................................................................................................................................................
2028 and thereaftff er .........................................................................................................................
Total................................................................................................................................................ $

Scheduled
Maturity

Weighted
Average Rate

705,000
—
—
—
—
—
705,000

4.22%
—
—
—
—
—
4.22%

Other short-term borrowings of $135.1 million and $141.9 million at December 31, 2022 and 2021, respectively, consist in the aggregate
of securities sold under agreements to repurchase, feff deral funds
purchased, and outstanding borrowings on a revolving line of credit. At
December 31, 2022 and 2021, securities sold under agreements to repurchase were $135.1 million and $141.9 million, respectively, with a
purchased outstanding at
weighted average interest rate during the year of 0.39% and 0.15%, respectively. There were no feff deral funds
December 31, 2022 or 2021, respectively.

In August 2022, Wesbanco renewed a revolving line of credit, which is a senior obligation of the parent company with another fiff nancial
aggregate unsecured borrowings of upu to $30.0
ion. This line of credit, which accruerr

s interest at an adjusted SOFR rate, provides forff

institutt
million. There were no outstanding balances on the line of credit as of December 31, 2022 or 2021.

105

NOTE 10. SUBORDINATED DEBT AND JUNIOR SUBORDINATED DEBT

Wesbanco completed the issuance of $150.0 million in aggregate principal amount of subordinated debenturt es on March 23, 2022. The
subordinated debenturt es have a fiff xed rate of 3.75% forff
the next fiff ve years at Three Month Term Secured
the fiff rst fiff ve years and a flff oating rate forff
Overnight Financing Rate ("SOFR") plus a spread of 1.787%. The subordinated debenturt es are callabla e aftff er fiff ve years, maturt e on April 1, 2032
and count towards Tier 2 Capia tal.

the purpos

t II, Wesbanco Capia tal Statutt oryr Trusrr

e of issuing Trusrr
t prefeff rred securities, and lending the proceeds to Wesbanco. The Trusrr

ts, consisting of Wesbanco Capia tal Trusrr
ts 2, 3 and 4, Community Bank Shares Statutt oryr Trusrr
rr

Certain trusrr
ts IV, V and VI, Oak
Hill Capia tal Trusrr
t
t II are all wholly-owned trusrr
subsidiaries of Wesbanco forff med forff
t Prefeff rred Securities”) into a pool of other fiff nancial
services entity trusrr
t Prefeff rred Securities were issued and sold in private
ts were invested in Junior
placement offff eff rings. The proceeds frff om the sale of the securities and the issuance of common stock by the Trusrr
Subu ordinated Defeff rraba le Interest Debentut res (“Junior Subu ordinated Debt”) issued by Wesbanco and foff rmer acquired banks, which are the sole
t Prefeff rred Securities at the same rate as the distributions paid by Wesbanco on the
assets of the Trusrr
Junior Subordinated Debt held by the Trusrr
ts provide Wesbanco with the option to defeff r payment of interest on the Junior Subordinated
an aggregate of 20 consecutive quarterly periods. Should any of these options be utilized, Wesbanco may not declare or pay dividends
Debt forff
on its common stock during any such period. Undertakings made by Wesbanco with respect to the Trusrr
the Trurr sts
l and unconditional guarantee by Wesbanco of the obligations of these Trusrr
constitutt e a fulff

ts I and II and First Federal Statutt oryr Trusrr

ts pay dividends on the Trusrr

t III, Wesbanco Capia tal Trusrr

t Prefeff rred Securities (“Trusrr

t Prefeff rred Securities forff

t Prefeff rred Securities.

ts. The Trusrr

The Junior Subordinated Debt is presented as a separate categoryrr of long-term debt on the Consolidated Balance Sheets. For regulatoryr
t Prefeff rred Securities provide the
es, at December 31, 2022, all such securities are counted as Tier 2 capia tal subject to limits. The Trusrr
rr

ent that has a tax-deductible interest feff aturt e not normally associated with the equity of a corpor

rr
purpos
issuer with a unique capia tal instrumrr

ation.

The folff

lowing tabla e shows Wesbanco’s trusrr

t subsidiaries with outstanding Trusrr

t Prefeff rred Securities as of December 31, 2022:

thtt ousandsdd )s

t II (1) .............................................. $

(i(( nii
Wesbanco Capia tal Trusrr
Wesbanco Capia tal Statutt oryrr Trusrr
Wesbanco Capia tal Trusrr
Wesbanco Capia tal Trusrr
Wesbanco Capia tal Trusrr
Oak Hill Capia tal Trusrr
Oak Hill Capia tal Trusrr
Oak Hill Capia tal Trusrr
Community Bank Shares Statutt oryrr Trusrr
Community Bank Shares Statutt oryrr Trusrr
First Federal Statutt oryr Trusrr
Total...................................................................................... $

t III (2) .............................
t IV (3).............................................
t V (3) ..............................................
t VI (4).............................................
t 2 (5)..................................................
t 3 (6)..................................................
t 4 (7)..................................................
t I (3).....................
t II (8)....................
t II (9) .......................................

Trust
Prefeff rred
Securities

Common
Securities

Junior
Subordinated
Debt

13,000
17,000
20,000
20,000
15,000
5,000
8,000
5,000
6,902
9,801
9,794
129,497

410
526
619
619
464
155
248
155
217
310
310
4,033

13,410
17,526
20,619
20,619
15,464
5,155
8,248
5,155
7,119
10,111
10,104
133,530

Stated
Maturity
Date
6/30/2033
6/26/2033
6/17/2034
6/17/2034
3/17/2035
10/18/2034
10/18/2034
6/30/2035
6/17/2034
6/15/2036
3/22/2037

Optional
Redemption
Date
6/30/2008
6/26/2008
6/17/2009
6/17/2009
3/17/2010
10/18/2009
10/18/2009
6/30/2015
6/17/2014
6/15/2016
3/15/2017

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

Variabla e rate based on the three-month LIBOR plus 3.15% with a current rate of 7.88% through March 30, 2023, adjustabla e quartrr erly.
Variabla e rate based on the three-month LIBOR plus 3.10% with a current rate of 7.82% through March 26, 2023, adjustabla e quartrr erly.
Variabla e rate based on the three-month LIBOR plus 2.65 % with a current rate of 7.39% through March 17, 2023, adjustabla e quarterly.
Variabla e rate based on the three-month LIBOR plus 1.77% with a current rate of 6.51% through March 17, 2023, adjustabla e quartrr erly.
Variabla e rate based on the three-month LIBOR plus 2.40% with a current rate of 6.59% through Januaryrr 18, 2023, adjustabla e quarterly.
Variabla e rate based on the three-month LIBOR plus 2.30% with a current rate of 6.49% through Januaryrr 18, 2023, adjustabla e quarterly.
Variabla e rate based on the three-month LIBOR plus 1.60% with a current rate of 6.33% through March 30, 2023, adjustabla e quartrr erly.
Variabla e rate based on the three-month LIBOR plus 1.70% with a current rate of 6.47% through March 15, 2023, adjustabla e quartrr erly.
Variabla e rate based on the three-month LIBOR plus 1.60% with a current rate of 6.37% through March 15, 2023, adjustabla e quartrr erly.

106

NOTE 11. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

Wesbanco is exposed to certain risks arising frff om both its business operations and economic conditions. Wesbanco principally manages
its exposures to a wide variety of business and operational risks through management of its core business activities. Wesbanco manages economic
risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabia lities.
Wesbanco’s existing interest rate derivatives result frff om a service provided to certain qualifyiff ng customers and, thereforff e, are not used to manage
interest rate risk in Wesbanco’s assets or liabia lities. Wesbanco manages a matched book with respect to its derivative instrumrr
ents in order to
minimize its net risk exposure resulting frff om such transactions. A matched book is when the Bank’s assets and liaba ilities are equally distributed
but also have similar maturt

ities.

Loan Swaps

Wesbanco executes interest rate swapsa

and interest rate capsa with commercial banking customers to faff cilitate their respective risk
and capsa
management strategies. Those interest rate swapsa
that Wesbanco executes with a third party, such that Wesbanco minimizes its net risk exposure resulting frff om such transactions. As the interest
associated with this program do not meet the hedge accounting requirements of ASC 815, changes in the faff ir value of both
rate swapsa
and capsa
the customer swapsa
are recognized directly in earnings. As of December 31, 2022 and
and capsa
and capsa with an aggregate notional amount of $936.8 million and $730.6
2021, Wesbanco had 159 and 135, respectively, interest rate swapsa
the related swapa
million, respectively, related to this program. Wesbanco recognized $4.4 million, $4.5 million and $8.1 million of income forff
and capa feff es forff

are simultaneously economically hedged by offff sff etting interest rate swapsa

the years ended December 31, 2022, 2021 and 2020, respectively.

and the offff sff etting third-party swapsa

and capsa

Risk participation agreements are entered into as fiff nancial guarantees of perforff mance on interest rate swapa derivatives. The purchased asset
or sold liabia lity allows Wesbanco to participate-in (feff e received) or participate-out (feff e paid) the risk associated with certain derivative positions
executed by the borrower of the lead bank in a loan syndication. As of December 31, 2022 and 2021, Wesbanco had 16 and 13, respectively, risk
participation-in agreements with an aggregate notional amount of $187.8 million and $128.2 million, respectively. As of December 31, 2022 and
2021, Wesbanco had one risk participation-out agreement with an aggregate notional amount of $9.6 million and $9.8 million, respectively.

Mortgage Loans Held forff

Sale and Interest Rate Lock Commitments

Certain residential mortgage loans are originated forff

loans with similar characteristics. Wesbanco sells loans to the secondaryr market on either a mandatoryrr or best effff orff

sale in the secondaryrr mortgage loan market. These loans are classififf ed as held foff r sale
and carried at faff ir value as Wesbanco has elected the faff ir value option. Fair value is determined based on rates obtained frff om the secondaryrr
trr s basis. The loans
market forff
sold on a mandatoryrr basis are not committed to an investor until the loan is closed with the borrower. Wesbanco enters into forff wrr ard to be
announced (“TBA”) contracts to manage the interest rate risk between the lock commitment and the closing of the loan. The total balance of
forff ward TBA contracts entered into was $14.5 million and $48.5 million at December 31, 2022 and December 31, 2021, respectively. The loans
ts basis are committed to an investor simultaneous to the interest rate commitment with the borrower, and as a result, the
sold on a best effff orff
a
Company does not enter into a separate forff ward TBA contract to offff sff et the faff ir value risk, as the investor accepts such risk in exchange forff
lower premium on sale.

Fair Values of Derivative Instruments on the Balance Sheet

All derivatives are carried on the consolidated balance sheet at faff ir value. Derivative assets are classififf ed in the consolidated balance sheet
under other assets, and derivative liabia lities are classififf ed in the consolidated balance sheet under other liabia lities. Changes in faff ir value are
recognized in earnings. None of Wesbanco’s derivatives are designated in qualifyiff ng hedging relationships under ASC 815.

107

The taba le below presents the faff ir value of Wesbanco’s derivative fiff nancial instrurr ments as well as their classififf cation on the Balance Sheet

as of December 31, 2022 and 2021:

December 31, 2022

December 31, 2021

Notional or
Contractual
Amount

Asset
Derivatives

Liability
Derivatives

Notional or
Contractual
Amount

Asset
Derivatives

Liability
Derivatives

and capsa

.................................... $

936,834

75,840

74,683

$ 730,552

24,867

26,388

thtt ousandsdd )s
(i(( nii
Derivatives
Loan Swapsa

:
Interest rate swapsa

Other contracts:

Interest rate lock commitments...............................
Forward TBA contracts ..........................................
Total derivatives .........................................................

10,071
14,500

—
53
75,893

43
—
74,726

28,994
48,500

9
—
24,876

—
21
26,409

Effff eff ct of Derivative Instruments on the Income Statement

The tabla e below presents the change in the faff ir value of the Company’s derivative fiff nancial instrumrr

ents reflff ected within the othet

r non-

interest income line item of the consolidated income statement forff

the years ended December 31, 2022, 2021 and 2020, respectively.

thtt ousandsdd )s

(i(( nii
Interest rate swapsa
Interest rate lock commitments....................................... Mortgage banking income
Forward TBA contracts .................................................. Mortgage banking income
Total ................................................................................

............................................ Other income

Location of Gain/(Loss)

and capsa

For the Years Ended December 31,
2021

2020

2022

2,679
(52)
3,211
5,838

1,977
(693)
2,796
4,080

(1,966)
658
(7,442)
(8,750)

Credit Risk Related Contingent Features

Wesbanco has agreements with its derivative counterprr arties that contain a provision where if Wesbanco defaff ults on any of its indebtedness,
including defaff ult where repayment of the indebtedness has not been accelerated by the lender, then Wesbanco could also be declared in defaff ult
on its derivative obligations.

Wesbanco also has agreements with certain of its derivative counterparr
as either a “well-" or “adequately-capia talized” institutt

statust
would be required to settle its obligations under the agreements.

ion, then the counterparr

rties that contain a provision where if Wesbanco faff ils to maintain its
rty could terminate the derivative positions and Wesbanco

rties.

Dependent upon the net present value of the underlying swapsa

, Wesbanco has minimum collateral posting thresholds with certain of its
derivative counterparr
If Wesbanco had breached any of these provisions at December 31, 2022, it could have been required to settle its
obligations under the agreements at the termination value and would have been required to pay any additional amounts due in excess of amounts
previously posted as collateral with the respective counterparr
tions, Wesbanco can also request collateral frff om the
rties. Due to the current rise in interest rates, as of December 31, 2022, Wesbanco is holding collateral frff om various
derivative counterparr
rties with a market value of $42.7 million.
derivative counterparr

In certain market situat

rty.

108

NOTE 12. EMPLOYEE BENEFIT PLANS

Defiff ned Benefiff t Pension Plan— The Wesbanco, Inc. Defiff ned Benefiff t Pension Plan (“the Plan”) establa ished on Januaryrr 1, 1985, is a non-
contributory,r defiff ned benefiff t pension plan. The Plan covers all employees of Wesbanco and its subsidiaries who were hired on or befoff re August
1, 2007 who satisfyff minimum age and length of service requirements. Benefiff ts of the Plan are generally based on years of service and the
benefiff ts attributed to
employee’s compensation during the last fiff ve years of employment. Contributions are intended to provide not only forff
the Plan.
those expected to be earned in the futff urt e. Wesbanco uses a December 31 measurement date forff
service to date, but also forff

The benefiff t obligations and funde

d statut s of the Plan are as folff

lows:

December 31,

2022

120,241

163,919
2,190
4,114
(36,981)
(6,115)
127,127

202,783
(29,762)
—
(6,115)
166,906

39,779

(159)
6,548

6,389

5.23%
3.84%
6.82%

2021

152,232

168,433
2,500
3,416
(4,688)
(5,742)
163,919

185,716
22,809
—
(5,742)
202,783

38,864

(193)
2,700

2,507

3.03%
3.62%
5.74%

lll arll

srr inii

thtt ousands)s

(dol
((
Accumulated benefiff t obligation at end of year .............................................................................. $
Change in projected benefiff t obligation:

Projected benefiff t obligation at beginning of year .................................................................. $
Service cost ............................................................................................................................
Interest cost ............................................................................................................................
Actuat
rial (gain) loss ...............................................................................................................
Benefiff ts paid ..........................................................................................................................
Projected benefiff t obligation at end of year ............................................................................ $

Change in faff ir value of plan assets:

Fair value of plan assets at beginning of year........................................................................ $
Actuat
l returt n on plan assets ...................................................................................................
Employer contribution ...........................................................................................................
Benefiff ts paid ..........................................................................................................................
Fair value of plan assets at end of year .................................................................................. $

Amounts recognized in the statement of fiff nancial position:

Funded statust
Net amounts recognized as receivabla e pension costs in the

......................................................................................................................... $

consolidated balance sheets ................................................................................................ $

Amounts recognized in accumulated other comprehensive

income consist of:ff

Unrecognized prior service credit .......................................................................................... $
Unrecognized net loss ............................................................................................................
Net amounts recognized in accumulated other comprehensive

income (beforff e tax) ............................................................................................................. $

Weighted average assumptions used to determine benefiff t obligations:

Discount rate ..........................................................................................................................
Rate of compensation increase...............................................................................................
Expected long-term returt n on assets ......................................................................................

109

The components of and weighted-average assumptions used to determine net periodic benefiff t costs are as folff

lows:

lll arll

srr inii

(dol
((
Components of net periodic benefiff t cost:

thtt ousands)s

nefiff ts earned during year .......................................................... $

Service cost—be
Interest cost on projected benefiff t obligation........................................................
Expected returt n on plan assets.............................................................................
Amortization of prior service credit ....................................................................
Amortization of net loss ......................................................................................
Net periodic pension income ................................................................................... $
Other changes in plan assets and benefiff t obligations recognized in other

period..................................................................................... $

comprehensive income:
Net loss (gain) forff
Prior service credit...............................................................................................
Amortization of prior service credit ....................................................................
Amortization of net loss ......................................................................................
Total recognized in other comprehensive loss (income) ......................................... $
Total recognized in net periodic pension cost and other comprehensive

income .................................................................................................................. $
Weighted-average assumptions used to determine net periodic

pension cost:

Discount rate........................................................................................................
Rate of compensation increase ............................................................................
Expected long-term returt n on assets....................................................................

2022

For the Years Ended December 31,
2021

2020

2,190
4,114
(11,572)
(34)
506
(4,796)

4,353
—
34
(505)
3,882

(914)

3.03%
3.62%
5.74%

2,500
3,416
(11,207)
(34)
2,736
(2,589)

(16,290)
—
34
(2,736)
(18,992)

(21,581)

2,283
4,507
(10,433)
(34)
3,192
(485)

432
(313)
34
(3,192)
(3,039)

(3,524)

2.74%
3.30%
6.11%

3.38%
3.53%
6.30%

As permitted under ASC 715-30-35-13, the amortization of any prior service cost is determined using a straight-line amortization of the

cost over the average remaining service period of employees expected to receive benefiff ts under the Plan.

The expected long-term rate of returt n forff
based on the median of the target allocation forff

the Plan’s total assets is based on the expected returt n of each of the Plan asset categories, weighted
each class.

lowed by the Trusrr

Pension Plan Investment Policy and Strategy— The investment policy as establa ished by the Pension and Post-Retirement Plan
t and Investment Services department, is to invest assets based on the target
Committee, to be folff
allocations shown in the tabla e below. Assets are reallocated periodically by the Trusrr
th by the Committee to meet
the target allocations. The investment policy is also subject to review periodically to determine if the policy should be changed. Plan assets are
to be invested with the principal objective of maximizing long-term total returt n without exposing Plan assets to undue risk, taking into account
the Plan’s fuff nding needs and benefiff t obligations. Assets are to be invested in a balanced portfoff lio composed primarily of equities, fiff xed income,
alternative asset funds

and cash or cash equivalent money market investments.

tee based on the ranges set forff

tee, which is Wesbanco’s Trusrr

cs of the Plan, a more risk averse investment appr

volatility. Thus, modififf cations were made to the returt n seeking portfolff

In 2021, the Committee adopted certain changes to the investment policy forff

oved the development of a glide path that adjusts the target allocations as the Plan’s funde

the Defiff ned Benefiff t Pension Plan that recognizes over time
the returt n requirements and risk tolerance of the plan will change. Based on an assessment of the long-term goals and desired risk levels, the
changes. Given the United
Committee appr
opriate to reduce the fuff nded
States pension regulations and demographi
statust
io as detailed in the plan. The
eciation with returt ns that, over the long
revised Plan notes that returt n seeking assets generally consist of investments that focff us on price appr
term, are above
the
same. Additionally, the investment policy statement was changed to note that liabia lity hedging assets will be investment grade fiff xed income
investments and are expected to generally behave like the Plan’s liabia lities. Since these assets focff us mainly on current income, their expected
long-term returt ns will generally be lower than returt n seeking assets. The policy provides that based on the hedge path, the mix of short term,
ity
intermediate term, and long term fiff xed income holdings will vary.r As a result, there will not be set target allocations and range
category,rr
but rather to the hedge path target. Changes to the Plan’s holdings, as noted in the chart below, reflff ect the changes implemented
pursuant to the change in the investment policy statement. At December 31, 2022 and 2021, the Plan’s equity securities included 55,300 shares
of Wesbanco common stock with a faff ir market value of $2.0 million and $1.9 million, respectively.

the interest costs of the Plan. Thus, the policy set target allocations to returt n seeking assets and rebalanced the ranges forff

d statust
a
oach is deemed appr
io and the liabia lity hedging portfolff

each maturt

s forff

110

The folff

lowing tabla e sets forff

th the Plan’s weighted-average asset allocations by asset category:r

Asset Category:
Equity securities .......................................................................................................
Debt securities..........................................................................................................
Cash and cash equivalents........................................................................................
Total .........................................................................................................................

Target
Allocation
2022
forff

55-75%
25-55%
0-5%

December 31,

2022

2021

50%
48%
2%
100%

55%
43%
2%
100%

The faff ir values of Wesbanco’s pension plan assets at December 31, 2022 and 2021, by asset categoryrr are as folff

lows:

thtt ousandsdd )s

(i(( nii
Defiff ned benefiff t pension plan assets:

Registered investment companies.................................................... $
Equity securities...............................................................................
Corpor
ate debt securities..................................................................
rr
Municipal obligations ......................................................................
Residential mortgage-backed securities and collateralized
mortgage obligations of government sponsored entities
and agencies ..................................................................................
Total defiff ned benefiff t pension plan assets (1)....................................... $

December 31, 2022
Fair Value Measurements Using:
Signififf cant
Other
Observable
Inputs
(Level 2)

Quoted Prices in
Active Markets foff r
Identical Assets
(Level 1)

Signififf cant
Unobservable
Inputs
(Level 3)

Assets at Fair
Value

42,622
52,914
58,342
1,764

42,622
52,914
—
—

— $
—
58,342
1,764

10,102
165,744

—
95,536

10,102
70,208

—
—
—
—

—
—

(1)

The defiff ned benefiff t pension plan statement of net assets also includes cash, accruerr d interest and dividends, and due to/frff om brokers resulting in net assets
availabla e forff

benefiff ts of $166.9 million.

thtt ousandsdd )s

(i(( nii
Defiff ned benefiff t pension plan assets:

Registered investment companies .................................................... $
Equity securities ...............................................................................
Corpor
ate debt securities..................................................................
rr
Municipal obligations.......................................................................
Residential mortgage-backed securities and collateralized
mortgage obligations of government sponsored entities
and agencies ..................................................................................
Total defiff ned benefiff t pension plan assets (1) ....................................... $

December 31, 2021
Fair Value Measurements Using:
Signififf cant
Other
Observable
Inputs
(Level 2)

Quoted Prices in
Active Markets foff r
Identical Assets
(Level 1)

Signififf cant
Unobservable
Inputs
(Level 3)

Assets at Fair
Value

54,737
74,445
57,404
2,124

54,737
74,445
—
—

— $
—
57,404
2,124

14,073
202,783

—
129,182

14,073
73,601

—
—
—
—

—
—

(1)

The defiff ned benefiff t pension plan statement of net assets also includes cash, accruerr d interest and dividends, and due to/frff om brokers resulting in net assets
availabla e forff

benefiff ts of $204.8 million.

Regie sii tered investmt ent compani

es and equitytt securities: Valued at the closing price reported on the active market on which the individual

securities are traded.

111

rr
CorCC por

ate debt securities, municipal

ored entities and agencyc securities: Valued at faff ir value based
on models that consider criteria such as dealer quotes, availabla e trade data, issuer creditworthiness, market movements, sector news, and bond
and swapa yield curves.

ions, and U.S.UU government spons

i
obligat

Cash Flows— Wesbanco has no required minimum contribution to the Plan forff

2023 and as of December 31, 2022 does not expect to

make a voluntaryrr contribution in 2023. Wesbanco did not make a contribution to the Plan in 2020, 2021 or 2022.

The folff

lowing tabla e presents estimated benefiff ts to be paid in each of the next fiff ve years and in aggregate forff

all years thereaftff er (in

thousands):

Amount

7,244
7,190
7,556
7,856
8,153
265,360
303,359

FFKT Postretirement Medical Benefiff t Plan— Wesbanco assumed FFKT’s postretirement medical benefiff t plan upon acquisition, which
had a liabia lity totaling $15.0 million at the acquisition date. The plan covers FFKT employees who were hired beforff e Januaryrr 1, 2016 and meet
certain age and length of fulff
l-time service requirements. The plan was modififf ed in August 2018, which reduced the number of eligible employees.
The modififf cation resulted in a $5.5 million unrealized gain, which was recorded in accumulated other comprehensive income, net of tax, and
d,
a
will be recognized over the lifeff of the plan participants estimated to be appr
and payments to the plan participants are made by Wesbanco.

oximately 17 years. Benefiff ts provided under this plan are unfunde

The benefiff t obligation and funde

d statust

of the plan are as folff

lows:

December 31,

2022

2021

$
$

11,245
266
(3,881)
320
(831)
7,119

7,119
7,119

(3,676)
(2,343)
(6,019)

5.20%
NA
NA

12,695
230
(1,096)
342
(926)
11,245

(11,245)
(11,245)

249
(2,568)
(2,319)

2.96%
NA
NA

lll arll

srr inii

(dol
((
Change in projected benefiff t obligation:

thtt ousands)s

Projected benefiff t obligation ...................................................................................................... $
Interest cost ...............................................................................................................................
Actuat
rial gain ............................................................................................................................
Participant contributions ...........................................................................................................
Benefiff ts paid..............................................................................................................................
Projected benefiff t obligation at end of year................................................................................ $

Amounts recognized in the statement of fiff nancial position:

Funded statust
............................................................................................................................. $
Net amounts recognized as receivabla e pension costs in the consolidated balance sheets......... $

Amounts recognized in accumulated other comprehensive income consist of:ff

Unrecognized net (gain) loss..................................................................................................... $
Prior service cost .......................................................................................................................
Net amounts recognized in accumulated other comprehensive income (beforff e tax)................ $

Weighted average assumptions used to determine benefiff t obligations:

Discount rate .............................................................................................................................
Rate of compensation increase..................................................................................................
Expected long-term returt n on assets .........................................................................................

112

The components of and weighted-average assumptions used to determine net periodic benefiff t costs are as folff

lows:

lll arll

srr inii

(dol
((
Components of net periodic benefiff t cost:

thtt ousands)s

Interest cost on projected benefiff t obligation ............................................................................. $
Amortization of prior service credit ..........................................................................................
Amortization of net loss ............................................................................................................
Net periodic pension cost .............................................................................................................. $
Other changes in plan benefiff t obligations recognized in other comprehensive income:

period ...................................................................................................... $

Prior service cost forff
Net gain forff
the period ..............................................................................................................
Amortization of prior service credit ..........................................................................................
Amortization of net loss ............................................................................................................
Total recognized in other comprehensive income......................................................................... $
Total recognized in net periodic pension cost and other comprehensive income ......................... $

Weighted-average assumptions used to determine net periodic pension cost:
Discount rate .............................................................................................................................
Rate of compensation increase..................................................................................................
Expected long-term returt n on assets .........................................................................................

For the Years Ended December 31,
2021
2022

266
(224)
43
85

— $

(3,881)
224
(43)
(3,700)
(3,615)

$
$

5.10%
NA
NA

230
(224)
43
49

—
(1,097)
224
(43)
(916)
(867)

2.40%
NA
NA

The folff

lowing tabla e presents estimated benefiff ts to be paid in each of the next fiff ve years and in aggregate forff

all years thereaftff er (i(( n

thousands)s :

Amount

684
668
603
588
536
10,138
13,217

Employee Stock Ownership and 401(k) Plan (“KSOP”) — Wesbanco sponsors a KSOP plan consisting of a non-contributoryr

leveraged
ESOP and a contributoryrr 401(k) profiff t sharing plan covering substantially all of its employees. Under the provisions of the 401(k) plan, Wesbanco
oved by the Board of Directors. For each of the past
matches a portion of eligible employee contributions based on rates establa ished and appr
three years, Wesbanco matched 100% of the fiff rst 3% and 50% of the next 2% of eligible employee contributions. No ESOP contribution has
been made forff
the KSOP was $5.5 million, $5.3 million and $5.3 million in 2022, 2021 and 2020,
respectively.

any of the past three years. Total expense forff

As of December 31, 2022, the KSOP held 443,848 shares of Wesbanco common stock of which all shares were allocated to specififf c
employee accounts. Dividends on shares are either distributed to employee accounts or paid in cash to the participant. Wesbanco had 165,438
and 207,199 shares registered on Form S-8 remaining forff

futff urt e issuance under the KSOP plan at December 31, 2022 and 2021, respectively.

Incentive Bonus, Option and Restricted Stock Plan— The Incentive Bonus, Option and Restricted Stock Plan (the “Incentive Plan”), is
a non-qualififf ed plan that includes the foff llowing components: an Annual Bonus and a Long-Term Incentive, which included a Total Shareholder
Returt n Plan, a Stock Option component, and a Restricted Stock component forff
certain key offff iff cers of the Company. The components allow foff r
payments of cash, a mixturt e of cash and stock, granting of stock options, or granting of restricted stock, depending upon the component of the
Incentive Plan in which the award is earned, through the attainment of certain perforff mance goals or time-based vesting requirements. Perforff mance
goals or service vesting requirements are establa ished by Wesbanco’s Compensation Committee. On April 22, 2021, Wesbanco registered an
additional 2,000,000 shares of Wesbanco common stock forff
issuance under the Incentive Plan. Wesbanco had 1,468,140 and 1,788,174 shares
registered on Form S-8 remaining forff

fuff turt e issuance under equity compensation plans at December 31, 2022 and 2021, respectively.

Annual Bonus

Compensation expense forff

key offff iff cers forff

the Annual Bonus was $4.4 million, $3.5 million and $1.7 million forff

2022, 2021 and 2020,

respectively.

113

Stock OptO ions

On May 18, 2022, Wesbanco granted 146,900 stock options to selected participants, including certain named executive offff iff cers at an
exercise price of $32.30 per share. The options granted in 2022 are service-based and vest in two equal installments on May 18, 2023 and
December 31, 2023, and expire seven years frff om the date of grant.

Compensation expense forff

2022, 2021
and 2020, respectively. At December 31, 2022, the total unrecognized compensation expense related to non-vested stock option grants totaled
$0.5 million, with an expense recognition period of one year remaining. The maximum term of options granted under Wesbanco’s stock option
plan is ten years frff om the original grant date; however, options granted in 2022 had a term of seven years.

the stock option component of the Incentive Plan was $1.1 million, $0.8 million and $0.6 million forff

The total intrinsic value of options exercised was $1.0 million foff r the years ended December 31, 2022 and 2021, respectively. The cash
received and related tax benefiff t realized frff om stock options exercised was $3.0 million and $0.3 million in 2022 and was $2.4 million and $0.2
million in 2021. Shares issued in connection with options exercised are issued frff om treasuryrr shares acquired under Wesbanco’s share repurchase
plans or frff om issuance of authorized but unissued shares, subject to prior SEC registration.

The faff ir value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires
the input of highly subjective assumptions, changes to which can materially affff eff ct the faff ir value estimate. Additionally, there may be other faff ctors
that might otherwise have a signififf cant effff eff ct on the value of stock options granted that are not considered by the model.

The folff

lowing tabla e sets forff

th the signififf cant assumptions used in calculating the faff ir value of the grants:

Weighted-average lifeff ..............................................................................................
Risk-frff ee interest rate...............................................................................................
Dividend yield .........................................................................................................
Volatility faff ctor........................................................................................................
Fair value of the grants ............................................................................................ $

For the Years Ended December 31,
2021

2022
5.1 years

2.89%
4.15%
32.28%
6.91

5.2 years

0.87%
3.32%
31.81%
7.75

2020

5.7 years

0.41%
5.94%
28.38%
2.54

The weighted-average lifeff assumption is an estimate of the length of time that an employee might hold an option beforff e option exercise,
option expiration or employment termination. The weighted-average lifeff assumption was developed using historical experience. Wesbanco used
a weighted historical volatility of its common stock price over the weighted average lifeff prior to each issuance as the volatility faff ctor assumption,
adjusted forff

mal volatility during certain periods, and current and futff urt e dividend payment expectations forff

the dividend assumption.

a
abnor

The folff

lowing tabla e shows the activity foff r the Stock Option component of the Incentive Plan:

Outstanding at beginning of the year ...............................................................................................
Granted during the year ...................................................................................................................
Exercised during the year.................................................................................................................
Forfeff ited or expired during the year ................................................................................................
Outstanding at end of the year .........................................................................................................
Exercisabla e at year end ....................................................................................................................

For the Year
Ended December 31, 2022

Number
of Options

772,651
146,900
(111,050)
(27,031)
781,470
637,670

$
$

Weighted
Average
Exercise Price
Per Share

34.70
32.30
27.46
32.37
36.12
36.98

The aggregate intrinsic value of the outstanding shares and the shares exercisabla e at year-end was $2.3 million and $1.6 million,

respectively.

114

The folff

lowing tabla e shows the average remaining lifeff of the stock options at December 31, 2022:

Exercisable
at
Year End

2,824
4,705
9,725
36,405
96,325
160,186
114,000
73,800
139,700
—
637,670

Exercise
Price Range
Per Share

15.35
21.37
18.33 to 20.18
22.63 to 32.37
38.88
36.97 to 45.65
38.93
21.55
38.78
—
$15.35 to $45.65

Options
Outstanding

Weighted
Average
Exercise
Price

Weighted Avg.
Remaining
Contractual
in Years
Lifeff

2,824
4,705
9,725
36,405
96,325
160,186
114,000
73,800
139,700
143,800
781,470

15.35
21.37
19.82
31.11
38.88
43.21
38.93
21.55
38.78
32.30
36.12

0.16
1.16
2.62
0.75
1.35
3.23
3.37
4.40
5.39
6.38
3.95

Year Issued
2013 ...................................................
2014 ...................................................
2015 ...................................................
2016 ...................................................
2017 ...................................................
2018 ...................................................
2019 ...................................................
2020 ...................................................
2021 ...................................................
2022 ...................................................
Total ...................................................

Restricted Stock

During 2022, Wesbanco granted 176,703 shares of service-based restricted stock to certain offff iff cers and directors, which cliffff vest 36
months frff om the date of grant. The weighted average faff ir value of the restricted stock granted was $32.33 per share. The restricted stock grant
provides the recipient with voting rights frff om the date of issuance. Dividends paid on these restricted shares during the restriction period are
converted into additional shares of restricted stock on the date the cash dividend would have otherwise been paid, but do not vest until the related
grant of the restricted shares complete their vesting. The Compensation Committee has discretion to elect to pay such dividends in cash to
participants. Voting rights accruerr

frff om date of issuance of these shares.

Wesbanco also granted 24,444 shares of perforff mance-based restricted stock ("PBRS") to select offff iff cers. These shares have a three-year
perforff mance period, beginning Januaryr 1, 2023, based on Wesbanco’s returt n on average assets and returt n on average tangible common equity
measured forff
oximately $11.6 billion and
$29.0 billion. Earned perforff mance-based restricted shares are subject to additional service-based vesting with 50% vesting on May 18, 2026 aftff er
the completion of the three-year perforff mance period and the fiff nal 50% vesting on May 18, 2027.

each year, compared to a national peer group of fiff nancial institutt

ions with total assets between appr

For the 2018, 2019 and 2020 PBRS, the third, second and fiff rst year reporting periods, respectively, achieved 100% of the perforff mrr ance goal
measured at December 31, 2021. The Compensation Committee apa proved these goal achievements in May of 2022, and Wesbanco issued 2,694
time-based restricted shares to the select offff iff cers of the 2018 grant, of which 1,347 shares vested on May 16, 2022 and the remaining 1,347 shares
will vest on May 16, 2023. For the 2019 PBRS awards, Wesbanco issued 5,352 shares to the select offff iff cers of which 2,676 will vest on May 15,
2023 and 2,676 on May 15, 2024. For the 2020 PBRS awards, Wesbanco issued 10,100 shares of time based restricted shares to the select
offff iff cers of which 5,050 will vest on May 27, 2024 and the remaining 5,050 will vest on May 27, 2025. On Februarr
ryrr 25, 2021, the Incentive Plan
was amended to adjust the perforff mance goal to 75% and appr
ove a pro-rata award based on the achievement between 75% through 99%, as the
award will be prorated to the percentage achieved.

Dividends accruerr

on the restricted shares once the perforff mance objective is achieved and then are converted into additional shares of
restricted stock on the date the cash dividend would have otherwise been paid, but do not vest until the related grant of the restricted shares
complete their vesting. Voting rights accruerr

upon achievement of the perforff mance objective.

Compensation expense relating to all restricted stock was $5.0 million, $5.6 million and $4.6 million in 2022, 2021 and 2020, respectively.
As of December 31, 2022, the total unrecognized compensation expense related to non-vested restricted stock grants totaled $8.4 million, with a
weighted average expense recognition period of 1.3 years remaining.

115

The folff

lowing tabla e shows the activity foff r the Restricted Stock component of the Incentive Plan:

For the Year Ended December 31, 2022
Non-vested at Januaryrr 1, 2022.........................................................................................................
Granted during the year ...................................................................................................................
Vested during the year .....................................................................................................................
Forfeff ited or expired during the year ................................................................................................
Dividend reinvestment .....................................................................................................................
Non-vested at end of the year ..........................................................................................................

Restricted
Stock

504,868
201,147
(127,532)
(900)
19,197
596,780

Weighted
Average
Grant Date
Fair Value
Per Share

29.42
32.33
38.12
34.04
33.83
28.67

TotTT al Shareholdel

r Return Plan

On November 18, 2015, Wesbanco’s Compensation Committee adopted Administrative RulRR es forff

a Total Shareholder Returt n Plan
(“TSRP”). The TSRP measures the TSR on Wesbanco common stock over a three-year measurement period relative to the returt n of an establa ished
peer group of publicly traded companies over the same perforff mance period. The award is determined at the end of the three-year period if the
TSR of Wesbanco common stock is equal to or greater than the 50th percentile of the TSR of the peer groupu . The number of shares to be earnrr ed
by the participant shall be 200% of the grant-date award if the TSR of Wesbanco common stock is equal to or greater than the 75th percentile of
the TSR of the peer group. Upon achieving the market-based metric, shares determined to be earned by the participant become servirr ce-based and
vest in three equal annual installments. Voting rights accruerr
at such time as well. Wesbanco granted 12,000 TSRP shares in 2022 foff r the
perforff mance period beginning Januaryr 1, 2022 and ending December 31, 2024 to certain executive offff iff cers. The faff ir value of the market-based
awards is based on a Monte-Carlo Simulation valuation of our common stock and our peers’ common stock as of the grant date.

Based on the calculation of shareholder returt n over the measurement period beginning Januaryrr 1, 2020 and ending December 31, 2022,
Wesbanco stock perforff mance measured at the 55th percentile when compared to peer calculations of shareholder returt n, which exceeds the target
oximately 14,640 shares relating to the 2020 TSR grant will be issued as service-
of the 50th percentile. Thereforff e, in the fiff rst quarter of 2023, appr
based shares since the share awards are based on the pro-rata between the 50th percentile and the 75th percentile. These shares will vest in three
installments of 4,880 shares in 2023, 2024 and 2025.

Compensation expense relating to the TSR plans was $0.2 million, $0.4 million and $0.4 million in 2022, 2021 and 2020, respectively. The
grant date faff ir value of the 2022 TSR award was $36.51 per share. At December 31, 2022, the total unrecognized compensation expense related
to non-vested TSR awards totaled $0.5 million with a weighted average expense recognition period of 2.1 years remaining.

116

NOTE 13. REVENUE RECOGNITION

Interest income, net securities gains (losses) and bank-owned lifeff

insurance are not in scope of ASC 606, Revenue frff om ContCC ractstt with
CusCC tomersrr . For the revenue streams in scope of ASC 606 - trusrr
t feff es, service charges on deposits, net securities brokerage revenue, debit card
sponsorship income, payment processing feff es, electronic banking feff es, mortgage banking income and net gain or loss on sale of other real estate
owned and other assets– there are no signififf cant judgements related to the amount and timing of revenue recognition.

The folff

lowing tabla e summarizes the point of revenue recognition and the income recognized forff

each of the revenue streams:

thtt ousandsdd )s

(i(( nii
Revenue Streams
Trurr st feff es
Trusrr
t account feff es.................................................
WesMark feff es .......................................................
t feff es ..........................................................

Total trusrr
Service charges on deposits

Point of Revenue
Recognition

For the Years Ended December 31,

2022

2021

2020

Over time
Over time

19,134 $
8,417
27,551

19,717 $
9,794
29,511

Commercial banking feff es .....................................
Personal service charges....................................... At a point in time and over time

Over time

Total service charges on deposits .............................
Net securities brokerage revenue

Annuity commissions ...........................................
Equity and debt security trades.............................
Managed money ...................................................
Trail commissions ................................................
Total net securities brokerage revenue .....................

At a point in time
At a point in time
Over time
Over time

Debit card sponsorship income (1)........................... At a point in time and over time
Payment processing feff es (1) ..................................... At a point in time and over time
Electronic banking feff es ............................................
Mortgage banking income ........................................
Net gain on other real estate owned and other
assets (2) ...................................................................

At a point in time
At a point in time

At a point in time

2,372
23,909
26,281

7,258
87
1,215
965
9,525

—
3,352
20,002
5,129

482

2,088
20,324
22,412

4,331
242
1,201
1,122
6,896

646
3,100
19,318
19,528

4,816

17,753
8,582
26,335

2,337
19,606
21,943

3,906
349
952
982
6,189

2,792
3,010
17,524
22,736

103

(1)
(2)

Debit card sponsorship income and payment processing feff es are included in other non-interest income.
The portion of this line item relating to the sale and change in the faff ir value of the underlying investments funde
and totaled (losses) gains of ($1.0) million, $3.8 million and ($0.1) million forff

the years ended December 31, 2022, 2021 and 2020, respectively.

d by Wesbanco CDC is not within the scope of ASC 606,

NOTE 14. OTHER OPERARR TING EXPENSES

Other operating expenses consist of miscellaneous taxes, consulting feff es, ATM expenses, postage, supplies, legal feff es, communications,

other real estate owned and forff eclosure expenses, and other expenses. Other operating expenses are presented below:

thtt ousandsdd )s

(i(( nii
Franchise and other miscellaneous taxes ....................................................................... $
Consulting, regulatoryrr and advisoryr
feff es.......................................................................
ATM and electronic banking interchange expenses ......................................................
Postage and courier expenses.........................................................................................
Supplies..........................................................................................................................
Legal feff es .......................................................................................................................
Communications ............................................................................................................
Other real estate owned and forff eclosure expenses ........................................................
Other ..............................................................................................................................
Total other operating expenses ...................................................................................... $

For the Years Ended December 31,
2021

2020

2022

12,012 $
13,168
5,903
4,602
3,865
3,165
4,688
789
16,125
64,317 $

10,459 $
12,642
8,238
5,151
3,819
3,440
4,157
219
21,936
70,061 $

14,112
11,717
8,365
5,028
4,561
3,307
4,292
(108)
19,474
70,748

117

NOTE 15. INCOME TAXES

On March 27, 2020, the CARES Act was signed into law. The Act provided foff r the opportut nity to carryr back certain feff deral net operating
losses up to fiff ve years. Wesbanco’s net operating losses had previously been recorded at the current statutt oryrr
rate of 21%. As a result of the
CARES Act, Wesbanco recorded an income tax benefiff t of $0.2 million in 2020 in recognition of the rate diffff eff rential between the current statut toryr
rate and the rate in effff eff ct forff which year the net operating loss will be carried back.

Reconciliation frff om the feff deral statutt oryr

income tax rate to the effff eff ctive tax rate is as folff

lows:

2022

For the Years Ended December 31,
2021

2020

Federal statutt oryr
Net tax-exempt interest income on securities and loans of state and

tax rate .....................................................................................

political subdivisions ........................................................................................
State income taxes, net of feff deral tax effff eff ct ........................................................
insurance ..................................................................................
Bank-owned lifeff

General business credits ......................................................................................

t ......................................................................................................
All other—ne
Effff eff ctive tax rate..................................................................................................

21.0%

(2.6%)
3.1%

(1.0%)

(3.0%)
1.2%
18.7%

21.0%
%
(1.8
)
2.3%
%
)
(0.6
%
(1.9
)
0.7%
19.7%

21.0%
%
(4.2
)
1.9%
%
)
%
(3.7
)
2.0%
15.9%

(1.1

The provision forff

income taxes appl

icabla e to income beforff e taxes consists of the folff

lowing:

thtt ousandsdd )s

(i(( nii
Current:

2022

For the Years Ended December 31,
2021

2020

Federal.................................................................................................................... $
State........................................................................................................................

Defeff rred:

Federal....................................................................................................................
State........................................................................................................................
Total ........................................................................................................................... $

31,560
8,239

3,560
929
44,288

33,042
7,655

17,679
1,213
59,589

27,924
5,629

(8,418)
(2,100)
23,035

The folff

lowing income tax amounts were recorded in shareholders’ equity as elements of other comprehensive income:

(i(( nii

thtt ousandsdd )s
Securities and defiff ned benefiff t pension plan unrecognized items........................... $

2022

2021

2020

(82,295)

(11,322)

9,730

118

Defeff rred tax assets and liabia lities consist of the folff

lowing:

thtt ousandsdd )s

credit losses .................................................................................... $

(i(( nii
Defeff rred tax assets:
Allowance forff
Compensation and benefiff ts ....................................................................................
Security gains .........................................................................................................
Non-accruarr
l interest income ..................................................................................
Partnership adjustments .........................................................................................
Net operating loss carryfr orff wards ...........................................................................
Fair value adjustments on securities availabla e-forff
-sale .........................................
Lease accruarr
l..........................................................................................................
Other.......................................................................................................................
Gross defeff rred tax assets............................................................................................
Defeff rred tax liabia lities:

Depreciation and amortization ...............................................................................
Accretion on securities...........................................................................................
Defeff rred feff es and costs ..........................................................................................
Purchase accounting adjustments...........................................................................
Compensation and benefiff ts ....................................................................................
Fair value adjustments on securities availabla e-forff
-sale .........................................
Partnership adjustments .........................................................................................
Lease - right of use assets ......................................................................................
Other.......................................................................................................................
Gross defeff rred tax liabia lities ......................................................................................
Net defeff rred tax assets ............................................................................................... $

2022

December 31,
2021

2020

28,535
—
1,472
848
338
5,685
83,734
10,410
3,732
134,754

(4,786)
(383)
(3,289)
(9,594)
(47)
—
—
(9,391)
(763)
(28,253)
106,501

29,208
1,154
1,565
766
—
6,480
1,484
11,399
4,617
56,673

(3,748)
(251)
(2,368)
(9,996)
—
—
(127)
(10,342)
(1,144)
(27,976)
28,697

44,859
6,894
2,113
1,135
—
5,472
—
13,530
5,441
79,444

(3,414)
(274)
(3,018)
(8,669)
—
(14,865)
(555)
(12,438)
(168)
(43,401)
36,043

No valuation allowance was establa ished forff

any defeff rred tax assets, since management believes that defeff rred tax assets are likely to be

realized through futff urt e reversals of existing taxabla e temporaryr diffff eff rences and futff urt e taxabla e income.

As a result of the acquisition of YCB in 2016 and OLBK in 2019, Wesbanco has feff deral net operating loss (“NOL”) carryfrr orff wards of $22.4
million, which expire beginning in 2034 and 2037; respectively. Wesbanco has Marylrr and NOL carryfr orff wards of $4.6 million, which begin
expiring in 2029. Wesbanco has Kentuct ky NOL carryfrr orff wards of $23.1 million, which begin expiring in 2028. The use of the feff deral NOL and
other carryfrr orff wards are limited by Internal Revenue Code Section 382, but they are currently expected to be utilized beforff e their respective
expiration dates.

As a result of the previous acquisitions of YCB, ESB Financial Corpor

Winton Financial Corpor
qualifyiff ng and non-qualifyiff ng tax bad debt reserves existing as of December 31, 1987, upon which no provision forff
recorded. The related amount of unrecognized defeff rred tax liabia lity is $10.5 million forff
earnings is used in the futff urt e forff

Inc., Western Ohio Financial Corprr oration,
ation and Oak Hill Financial, Inc., retained earnings at both December 31, 2022 and 2021 included $45.9 million of
income taxes has been
2021. If this portion of retained

e other than to absa orbr bad debts, it would be added to futff urt e taxabla e income.

2022 and $10.8 million forff

ation, Fidelity Bancorp,rr

any purpos

Federal and state income taxes appl
December 31, 2022, 2021 and 2020, respectively.

icabla e to securities transactions totaled ($0.4) million, $0.2 million and $1.0 million forff

the years ended

Wesbanco had $0.2 million of unrecognized tax benefiff ts and interest as of both December 31, 2022 and 2021, respectively. As of
December 31, 2022, $0.2 million of these tax benefiff ts would affff eff ct the effff eff ctive tax rate if recognized. At December 31, 2022 and December 31,
2021, accruerr d interest related to uncertain tax positions was immaterial. Wesbanco provides forff
interest and penalties related to uncertain tax
positions as part of its provision forff

feff deral and state income taxes.

Wesbanco is subject to U.S. feff deral income tax as well as to tax in various state income tax jurisdictions. Wesbanco and its prior acquired

companies are no longer subject to any income tax examinations forff

years prior to 2019.

119

Unrecognized Tax Benefiff ts

A reconciliation of the beginning and ending amount of unrecognized tax benefiff ts (excluding interest and the feff deral income tax benefiff t of

unrecognized state tax benefiff ts) is as folff

lows:

thtt ousandsdd )s

(i(( nii
Balance at beginning of year...................................................................................... $
Additions based on tax positions related to the current year .....................................
Reductions due to the statutt e of limitations ...............................................................
Balance at end of year ................................................................................................ $

2022

For the Years Ended December 31,
2021

2020

226
—
(68)
158

324
3
(101)
226

434
—
(110)
324

NOTE 16. FAIR VALUE MEASUREMENT

Fair value estimates are based on quoted market prices, if availaba le, quoted market prices of similar assets or liaba ilities, or the present value
of expected futff urt e cash flff ows and other valuation techniques. These valuations are signififf cantly affff eff cted by discount rates, cash flff ow assumptions,
and risk assumptions used. Therefoff re, faff ir value estimates may not be subu stantiated by comparison to independent markets and are not intended
to reflff ect the proceeds that may be realizabla e in an immediate settlement of the instrumrr

ents.

Fair value is determined at one point in time and is not representative of futff urt e value. These amounts do not reflff ect the total value of a going
concern organization. Management does not have the intention to dispose of a signififf cant portion of its assets and liabia lities, and therefoff re the
unrealized gains or losses should not be interprrr eted as a forff ecast of futff urt e earnings and cash flff ows.

The folff

lowing is a discussion of assets and liabia lities measured at faff ir value on a recurring basis and valuation techniques apa plied:

InvII

estmt ent securities: The faff ir value of investment securities which are measured on a recurring basis are determined primarily by obtaining
to
quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique used widely in the indud stryrr
value debt securities without relying exclusively on quoted prices forff
the specififf c securities but rather by relying on the securities’ relationship
to other similar securities. These securities are classififf ed within level 1 or 2 in the faff ir value hierarchy. Positions that araa e not traded in active
markets forff which valuations are generated using assumptions not observabla e in the market or management’s best estimate are classififf ed within
level 3 of the faff ir value hierarchy. This includes certain specififf c municipal debt issues forff which the credit quality and discount rate must be
estimated.

Loans held forff

sale: Loans held forff

sale are carried, in aggregate, at faff ir value as Wesbanco previously elected the faff ir value option. The
ents are signififf cant observabla e inputs in arriving at the faff ir value and thereforff e

use of a valuation model using quoted prices of similar instrumrr
loans held forff

sale are classififf ed within level 2 of the faff ir value hierarchy.

Derivatives: Wesbanco enters into interest rate swapa agreements with qualifyiff ng commercial customers to meet their fiff nancing, interest rate
and other risk management needs. These agreements provide the customer the abia lity to convert frff om variabla e to fiff xed interest rates. The credit
risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subu jb ect to normal credit
policies and monitoring. Those interest rate swapsa
that Wesbanco executes with
are economically hedged by offff sff etting interest rate swapsa
rties in order to offff sff et its exposure on the fiff xed components of the customer interest rate swapa agreements. The interest rate
derivative counterparr
rty is reported at faff ir value in other assets and other liabia lities on the consolidated
swapa agreement with the loan customer and with the counterparr
balance sheets with any resulting gain or loss recorded in current period earnings within other income.

Wesbanco enters into forff ward TBA contracts to manage the interest rate risk between the loan commitments to the customer and the closing
of the loan foff r loans that will be sold on a mandatoryr basis to secondaryrr market investors. The foff rward TBA contract is reported at faff ir value in
other assets and other liabia lities on the consolidated balance sheets with any resulting gain or loss recorded in current period earnings as mortgage
banking income.

Wesbanco determines the faff ir value forff

the expected cash flff ows of each derivative. This analysis reflff ects contractut al terms of the derivative, including the period to maturt
observabla e market-based inputs, including interest rate curves and implied volatilities. Wesbanco incorpor
a
appr

derivatives using widely accepted valuation techniques including discounted cash flff ow analysis on
ity, and uses
ates credit valuation adjd ustments to
rty’s non-perforff mance risk in the faff ir value measurements.

opriately reflff ect both its own non-perforff mance risk and the respective counterparr

We may be required frff om time to time to measure certain assets and liabia lities at faff ir value on a nonrecurring basis in accordancaa

e with GAAP.
ication of lower of cost or market accounting or write-downs of individual assets and

These adjustments to faff ir value usually result frff om the appl
liabia lities.

ColCC lateral depee ndent loans: Collateral dependent loans are carried at the amortized cost basis less the specififf c allowance calculated in

accordance with CECL. Collateral dependent loans are calculated using a cost basis or collateral value appr

oach.

120

Other real estate owned and repos

sessed assetstt : Other real estate owned and repossessed assets are carried at the lower of the investment
aisals and management’s best judgment are
in the assets or the faff ir value of the assets less estimated selling costs. The use of independent appr
signififf cant inputs in arriving at the faff ir value measure of the underlying collateral. Thereforff e, other real estate owned and repossessed assets are
classififf ed within level 3 of the faff ir value hierarchy.

p
e

The faff ir value amounts presented in the tabla e below are intended to permit reconciliation of the faff ir value hierarchy to the amounts presented
at faff ir

in the statements of fiff nancial position. The folff
value on a recurring and nonrecurring basis by level within the faff ir value hierarchy as of December 31, 2022 and December 31, 2021:

th Wesbanco’s fiff nancial assets and liabia lities that were accounted forff

lowing tabla es set forff

December 31, 2022
Fair Value Measurements Using:
Signififf cant Other
Observable
Inputs
(level 2)

Signififf cant
Unobservable
Inputs
(level 3)

Quoted Prices in
Active Markets

forff
Identical
Assets (level 1)

December 31,
2022

11,506

— $

—

—
1,179
—
1,179
—
—
1,179
—
—

878
1,486
2,364

thtt ousandsdd )s

(i(( nii
Recurring faiff r value measurements
Equity securities .............................................................................. $
Availabla e-forff

-sale debt securities:

U.S. Government sponsored entities and agencies......................
Residential mortgage-backed securities and collateralized

mortgage obligations of government sponsored
entities and agencies .................................................................

Commercial mortgage-backed securities and collateralized
mortgage obligations of government sponsored entities
and agencies..............................................................................
Obligations of state and political subdivisions............................
ate debt securities .............................................................
rr
Corpor

-sale debt securities............................................ $

Total availabla e-forff
sale...........................................................................
Loans held forff
Other assets—interest rate derivatives agreements .........................
Total assets recurring faff ir value measurements............................... $
Other liabia lities—interest rate derivatives agreements....................
Total liabia lities recurring faff ir value measurements ......................... $
Nonrecurring faiff r value measurements
Collateral dependent loans .............................................................. $
Other real estate owned and repossessed assets ..............................
Total nonrecurring faff ir value measurements ................................... $

225,970

1,846,053

349,731
92,228
15,158
2,529,140
8,249
75,840
2,624,735
74,683
74,683

878
1,486
2,364

—

—
—
—
— $
—
—
11,506
—
— $

— $
—
— $

225,970

1,846,053

349,731
91,049
15,158
2,527,961
8,249
75,840
2,612,050
74,683
74,683

— $
—
— $

121

December 31, 2021
Fair Value Measurements Using:

Quoted Prices in
Active Markets

Identical
forff
Assets (level 1)

Signififf cant Othe
r
Observable
Inputs
(level 2)

Signififf cant
Unobservable
Inputs
(level 3)

December 31,
2021

13,466

— $

thtt ousandsdd )s

(i(( nii
Recurring faiff r value measurements
Equity securities ........................................................................................ $
Availabla e-forff

-sale debt securities:

U.S. Government sponsored entities and agencies................................
Residential mortgage-backed securities and collateralized

mortgage obligations of government sponsored
entities and agencies ...........................................................................

Commercial mortgage-backed securities and collateralized
mortgage obligations of government sponsored entities
and agencies .......................................................................................
Obligations of state and political subdivisions......................................
ate debt securities .......................................................................
rr
Corpor

-sale debt securities...................................................... $

Total availabla e-forff
Loans held forff
sale ....................................................................................
Other assets—interest rate derivatives agreements ...................................
Total assets recurring faff ir value measurements ........................................ $
Other liabia lities—interest rate derivatives agreements .............................
Total liabia lities recurring faff ir value measurements ................................... $
Nonrecurring faiff r value measurements
Collateral dependent loans ........................................................................ $
Other real estate owned and repossessed assets ........................................
Total nonrecurring faff ir value measurements............................................. $

236,978

2,285,213

367,493
106,340
17,438
3,013,462
25,277
24,867
3,077,072
26,388
26,388

13,558
—
13,558

—

—
—
—
— $
—
—
13,466
—
— $

— $
—
— $

236,978

2,285,213

367,493
104,847
17,438
3,011,969
25,277
24,867
3,062,113
26,388
26,388

— $
—
— $

13,558
—
13,558

—

—
1,493
—
1,493
—
—
1,493
—
—

Wesbanco’s policy is to recognize transfeff rs between levels as of the actuat

l date of the event or change in circumstances that caused the

transfeff r. There were no signififf cant transfeff rs between levels 1, 2, or 3 forff

the years ended December 31, 2022 and 2021.

The folff

lowing tabla e presents additional quantitative inforff mation about

assets measured at faff ir value on a nonrecurring basis and forff which

Wesbanco has utilized level 3 inputs to determine faff ir value:

thtt ousandsdd )s

(i(( nii
December 31, 2022:
Collateral dependent loans .............. $

Other real estate owned and

Fair Value
Estimate

Valuation
Techniques

Unobservable
Input

Range / Weighted
Average

Quantitative Inforff mation about Level 3 Fair Value Measurements

878

Appraisal of collateral (1)

Appraisal adjustments (2)
Liquidation expenses (2)

0.0%/0.0%
(8.0%)/(8.0%)

repossessed assets.........................

1,486

Appraisal of collateral (1) (3)

December 31, 2021:
Collateral dependent loans .............. $

13,558

Appraisal of collateral (1)

Other real estate owned and

repossessed assets.........................

—

Appraisal of collateral (1)(3)

Appraisal adjustments (2)
Liquidation expenses (2)

0.0%/0.0%
(8.0%)/(8.0%)

(1)

Fair value is generally determined through independent appr
inputs, which are not identififf abla e.

aisals of the underlying collateral, which generally include various level 3

(2) Appraisals may be adjusted by management forff

qualitative faff ctors such as economic conditions and estimated liquidation expenses. The

range and weighted average of appr
Includes estimated liquidation expenses and numerous dissimilar qualitative adjustments by management which are not identififf aba le.

aisal adjustments and liquidation expenses are presented as a percent of the appr

aisal.

(3)

122

The estimated faff ir values of Wesbanco’s fiff nancial instrumrr

ents are summarized below:

thtt ousandsdd )s

(i(( nii
Financial Assets

Carrying
Amount

Fair Value
Estimate

Quoted Prices in
Active Markets

Fair Value Measurements at December 31, 2022
Signififf cant Other
Observable
Inputs
(level 2)

Signififf cant
Unobservable
Inputs
(level 3)

forff
Identical
Assets (level 1)

Cash and due frff om banks .......................................... $
Equity securities........................................................
Availabla e-forff
-sale debt securities..............................
ity debt securities................................
Held-to-maturt
Net loans ...................................................................
Loans held forff
sale ....................................................
Other assets—interest rate derivatives......................
Accruerr d interest receivabla e.......................................

408,411
11,506
2,529,140
1,248,409
10,584,938
8,249
75,840
68,522

408,411
11,506
2,529,140
1,084,390
9,487,038
8,249
75,840
68,522

408,411
11,506
—
—
—
—
—
68,522

— $
—
2,527,961
1,084,071
—
8,249
75,840
—

—
—
1,179
319
9,487,038
—
—
—

Financial Liabilities

Deposits.....................................................................
Federal Home Loan Bank borrowings ......................
Other borrowings ......................................................
Subordinated debt and junior subordinated debt.......
Other liabia lities—interest rate derivatives ................
Accruerr d interest payabla e...........................................

13,131,090
705,000
135,069
281,404
74,683
4,593

13,142,943
705,094
122,926
258,631
74,683
4,593

12,245,272
—
122,926
—
—
4,593

897,671
705,094
—
258,631
74,683
—

—
—
—
—
—
—

thtt ousandsdd )s

(i(( nii
Financial Assets

Carrying
Amount

Fair Value
Estimate

Cash and due frff om banks .......................................... $ 1,251,358
Equity securities........................................................
13,466
3,013,462
Availabla e-forff
-sale debt securities..............................
Held-to-maturt
1,004,555
ity debt securities................................
9,611,856
Net loans ...................................................................
25,277
Loans held forff
sale ....................................................
24,867
Other assets—interest rate derivatives......................
60,844
Accruerr d interest receivabla e.......................................

$ 1,251,358
13,466
3,013,462
1,028,452
9,385,917
25,277
24,867
60,844

Financial Liabilities

Deposits.....................................................................
Federal Home Loan Bank borrowings ......................
Other borrowings ......................................................
Junior subordinated debt ...........................................
Other liabia lities—interest rate derivatives ................
Accruerr d interest payabla e...........................................

13,565,863
183,920
141,893
132,860
26,388
1,901

13,575,477
185,684
134,288
109,186
26,388
1,901

Quoted Prices in
Active Markets

Fair Value Measurements at December 31, 2021
Signififf cant Other
Observable
Inputs
(level 2)

Signififf cant
Unobservable
Inputs
(level 3)

forff
Identical
Assets (level 1)

1,251,358
13,466
—
—
—
—
—
60,844

12,273,211
—
134,288
—
—
1,901

— $
—
3,011,969
1,028,047
—
25,277
24,867
—

—
—
1,493
405
9,385,917
—
—
—

1,302,266
185,684
—
109,186
26,388
—

—
—
—
—
—
—

The folff

lowing methods and assumptions were used to measure the faff ir value of fiff nancial instrumrr

ents recorded at cost on Wesbanco’s

consolidated balance sheets:

CasCC h and due frff om bankskk : The carryir ng amount forff

cash and due frff om banks is a reasonabla e estimate of faff ir value.

HeHH ld-dd to-maturitytt dedd bt securities: Fair values forff

debt securities held-to-maturt

ity are determined in the same manner as investment securities,

.
which are described above

123

NeNN t loans: Fair values forff

loans are estimated using a discounted cash flff ow methodology. The discount rates take into account interest rates
currently being offff eff red to customers foff r loans with similar terms, the credit risk associated with the loan and other market faff ctors, including
liquidity. Wesbanco believes the discount rates are consistent with transactions occurring in the marketpt lace foff r both perfoff rming and distressed
loan types. The carryirr ng value is net of the allowance forff
loan losses and other associated premiums and discounts. Due to the signififf cant
judgment involved in evaluating credit quality, loans are classififf ed within level 3 of the faff ir value hierarchy.

Accrued interest receivable: The carryir ng amount of accruerr d interest receivabla e appr

oximates its faff ir value.

e
Depos

itstt : The carryir ng amount is considered a reasonabla e estimate of faff ir value forff

ity certififf cates of deposit is estimated by a discounted cash flff ow method using rates currently offff eff red forff

demand, savings and other variabla e rate deposit accountu s.
deposits of

The faff ir value of fiff xed maturt
similar remaining matut rities.

FeFF deral HomHH e Loan Bank borrowings: The faff ir value of FHLB borrowings is based on rates currently availabla e to Wesbanco forff

borrowings

with similar terms and remaining maturt

ities.

Other borrowings: The carryr ing amount of feff deral fuff nds purchased and overnrr ight sweep accounts generally apa proximate faff ir value. Other
repurchase agreements are based on quoted market prices if availaba le. If market prices are not availaba le, foff r certain fiff xed and adjustabla e rate
repurchase agreements, then quoted market prices of similar instrumrr

ents are used.

SS
Subor

dinated debt and junior subordinated debt: The faff ir value of subordinated debt is estimated using discounted cash flff ow analyses based
similar types of borrowing arrangements. Due to the pooled naturt e of junior subordinated debt owed to
ts, which are not actively traded, estimated faff ir value is based on recent similar transactions of single-issuer trurr st

trusrr

on the current borrowing rates forff
unconsolidated subsidiaryr
prefeff rred securities.

Accrued interest payable: The carryirr ng amount of accruerr d interest payabla e appr

oximates its faff ir value.

OfO fff -ff balance sheet fiff nancial instrumentstt : Offff -ff balance sheet fiff nancial instrumrr

of credit. Fair values forff
account the remaining terms of the agreements and the present credit standing of the counterparr
to extend credit and letters of credit are insignififf cant and thereforff e are not presented in the above

ents consist of commitments to extend credit, including letters
commitments to extend credit are estimated using the feff es currently charged to enter into similar agreements, taking into
rties. The estimated faff ir value of the commitments

tabla es.

124

NOTE 17. COMPREHENSIVE INCOME/(LOSS)

The activity in accumulated other comprehensive income forff

the years ended December 31, 2022, 2021 and 2020 is as folff

lows:

Accumulated Other Comprehensive Income/(Loss) (1)

Defiff ned
Benefiff t
Plans

Unrealized Gains
(Losses) on Debt
Securities
Available-forff
-
Sale

Unrealized Gains
on Debt Securities
Transfeff rred frff om
Available-forff
-
Sale
to Held-to-
Maturity

Total

(398)

(4,722)

— $

(5,120)

thtt ousandsdd )s

(i(( nii
Balance at December 31, 2021 .............................................. $

Other comprehensive income/(loss) befoff re

reclassififf cations...............................................................

Amounts reclassififf ed frff om accumulated other

comprehensive income/(loss) .........................................
Period change.........................................................................
Balance at December 31, 2022 .............................................. $

(358)

221
(137)
(535)

Balance at December 31, 2020 .............................................. $

(15,502)

Other comprehensive income/(loss) befoff re

reclassififf cations...............................................................

Amounts reclassififf ed frff om accumulated other

13,192

1,912
15,104
(398)

Balance at December 31, 2019 .............................................. $

(17,468)

Other comprehensive income/(loss) befoff re

reclassififf cations...............................................................

Amounts reclassififf ed frff om accumulated other

(320)

2,286
1,966
(15,502)

(257,169)

10
(257,159)
(261,881)

46,861

(51,540)

(43)
(51,583)
(4,722)

18,644

30,153

(1,936)
28,217
46,861

—

(257,527)

—
—
— $

231
(257,296)
(262,416)

— $

31,359

—

—
—
— $

(38,348)

1,869
(36,479)
(5,120)

1,201

—

(25)
(25)
— $

29,833

325
30,158
31,359

(1)

All amounts are net of tax. Related income tax expense or benefiff t is calculated using a combined Federal and State income tax rate appr
all periods presented.

oximating 24% in

125

Details about Accumulated Other Comprehensive
Income/(Loss) Components

thtt ousandsdd )s

(i(( nii
Securities availabla e-forff

-sale (1):

Net securities losses (gains) reclassififf ed into

earnings .............................................................. $
Related income tax (benefiff t) expense ...............

Net effff eff ct on accumulated other comprehensive

income/(loss) forff

the period ...................................

Securities held-to-maturt

ity (1):

Amortization of unrealized gain transfeff rred

-sale.......................................
frff om availabla e-forff
Related income tax expense..............................

Net effff eff ct on accumulated other comprehensive

income/(loss) forff

the period ...................................

Defiff ned benefiff t plans (2):

Amortization of net loss and prior service

Amounts Reclassififf ed frff om
Accumulated Other
Comprehensive Income/
(Loss) For the Years Ended
December 31,
2021

2020

2022

Affff eff cted Line Item in the Statement of Net
Income

13
(3)

—
—

—

(56) $ (2,540) Net securities gains (Non-interest income)
13

Provision forff

income taxes

604

(43)

(1,936)

—
—

—

(32)
7

(25)

Interest and dividends on securities (Interest and

dividend income)

Provision forff

income taxes

costs....................................................................
Related income tax benefiff t................................

291
(70)

2,521
(609)

3,000
(714) Provision forff

Employee benefiff ts (Non-interest expense)
income taxes

Net effff eff ct on accumulated other comprehensive

income/(loss) forff

the period ...................................

Total reclassififf cations forff

the period......................... $

221
231

1,912
1,869

2,286
325

(1)

(2)

For additional detail related to unrealized gains on securities and related amounts reclassififf ed frff om accumulated other comprehensive income see Note 3,
“Securities.”
Included in the computation of net periodic pension cost. See Note 12, “Employee Benefiff t Plans” forff

additional detail.

NOTE 18. COMMITMENTS AND CONTINGENT LIABILITIES

ents forff

commitments to extend credit and standby letters of credit is limited to the contractuat

Commitments— In the normal course of business, Wesbanco offff eff rs offff -ff balance sheet credit arrangements to enabla e its customers to meet
their fiff nancing objectives. Those instrurr ments involve, to varyirr ng degrees, elements of credit and interest rate risk in excess of the amount
recognized in the fiff nancial statements. Wesbanco’s exposure to credit losses in the event of non-perforff mance by the other parties to the fiff nancial
instrumrr
l amount of those instrurr ments. Wesbanco
all other lending. Commitments generally have fiff xed
uses the same credit policies in making commitments and conditional obligations as forff
expiration dates or other termination clauses and may require payment of a feff e. Since many of the commitments are expected to expire without
being drawn upon, the total commitment amounts do not necessarily represent futff urt e cash requirements. The allowance forff
credit losses associated
with commitments was $8.4 million and $7.8 million as of December 31, 2022 and 2021, respectively, and is included in other liaba ilities on the
Consolidated Balance Sheets.

Letters of credit are conditional commitments issued by banks to guarantee the perforff mance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements, including normal business activities, bond fiff nancing and similar
transactions. Letters of credit are considered guarantees. The liaba ility associated with letters of credit was $0.2 million as of December 31, 2022
and 2021.

Contingent obligations to purchase loans funde

d by other entities include affff orff dabla e housing plan guarantees, credit card guaranta ees, loans
sold with recourse as well as obligations to the FHLB. Affff orff dabla e housing plan guarantees are perforff mance guarantees forff
various building
project loans. The guarantee amortizes as the loan balances decrease. Credit card guarantees are credit card balances not owned by Wesbanco,
whereby the Bank guarantees the perforff mance of the cardholder.

126

The folff

lowing tabla e presents total commitments to extend credit, guarantees and various letters of credit outstanding:

thtt ousandsdd )s

(i(( nii
Lines of credit .................................................................................................................................. $
Loans appr
oved but not closed.........................................................................................................
Overdraftff limits ................................................................................................................................
Letters of credit ................................................................................................................................
Contingent obligations and other guarantees ...................................................................................

December 31,

2022

2021

3,806,398
398,204
380,143
30,362
30,782

2,954,147
472,810
370,439
29,017
68,235

Contingent Liabilities— Wesbanco is a party to various legal and administrative proceedings and claims. While any litigation contains
an element of uncertainty, management does not believe that a material loss related to such proceedings or claims pending or known to be
threatened is reasonabla y possible.

NOTE 19. WESBANCO BANK COMMUNITY DEVELOPMENT CORPORARR TION

Wesbanco Bank Community Development Corpor

ation (“WBCDC”), a consolidated subsidiaryrr of Wesbanco Bank, is a Certififf ed
Development Entity (“CDE”) with $125.0 million of New Markets Tax Credits (“NMTC”) all of which had been invested in WBCDC at
December 31, 2022. The NMTC program is administered by the Community Development Financial Institut tions Fund of the U.S. Treasuruu yr and
is aimed at stimulating economic and community development and job creation in low-income communities. The program provides feff deral tax
credits to investors who make qualififf ed equity investments (“QEIs”) in a CDE. The CDE is required to invest the proceeds of each QEI in low-
income communities, which are generally defiff ned as those census tracts with poverty rates greater than 20% and/dd or median faff mily incomes that
are less than or equal to 80% of the area median faff mily income.

The credit provided to the investor totals 39% of each QEI in a CDE and is claimed over a seven-year credit allowance period. In each of
each QEI. For each of the
the fiff rst three years, the investor receives a credit equal to 5% of the total amount the investor paid to the CDE forff
each QEI. As of December 31,
remaining four
its $125.0 million NMTC authority
2022, Wesbanco has received $32.8 million in tax credits over the seven-year credit allowance periods forff
invested in WBCDC. Wesbanco is eligible to receive an additional $16.0 million in tax credits with respect to aggregate QEI amounts invested
over their remaining credit allowance period.

years, the investor receives a credit equal to 6% of the total amount the investor paid to the CDE forff

Wesbanco Bank recognized $3.5 million, $2.6 million and $2.0 million in NMTC in its income tax provision forff

the years ended
December 31, 2022, 2021 and 2020, respectively. These tax credits are subject to certain general business tax credit limitations and are thereforff e
limited in deductibility on Wesbanco’s feff deral income tax returt n. As of December 31, 2022, no prior NMTC has been carried forff ward to futff urt e
tax years.

The NMTC claimed by Wesbanco Bank with respect to each QEI remain subject to recapta urt e over each QEI’s credit allowance period
the occurrence of any of the folff

lowing:

u
upon

•

if less than subu stantially all (generally defiff ned as 85%) of the QEI proceeds are not used by WBCDC to make qualififf ed low-income
community investments;

WBCDC ceases to be a CDE; or

WBCDC redeems its QEI investment prior to the end of the current credit allowance periods.

As of December 31, 2022, 2021 and 2020, none of the above

a
events anticipated to occur in the forff eseeabla e futff urt e. Approximately half of the tax credits are no longer subject to recapta urt e.

recapta urt e events had occurred, nor in the opinion of management are such

For the years ended December 31, 2022 and 2021, respectively, WBCDC recognized net (losses) gains of ($1.0) million and $3.8 million
on an investment that it made in a start-up fiff rm more than ten years ago that was acquired in 2021 by a public company. This gain is reported on
the Consolidated Income Statements within net gain (loss) on other real estate owned and other assets.

127

The folff

lowing condensed fiff nancial statements summarize the fiff nancial position of WBCDC as of December 31, 2022, and the results of its

operations and cash flff ows forff

the year ended December 31, 2022:

BALANCE SHEET

thtt ousandsdd )s

(i(( nii
Assets
Cash and due frff om banks ...............................................................................................................................................
Loans, net of allowance forff
credit losses of $0.8 million ..............................................................................................
Other assets.....................................................................................................................................................................
Total Assets ...................................................................................................................................................................
Liabilities .......................................................................................................................................................................
Shareholder Equity ......................................................................................................................................................
Total Liabilities and Shareholder Equity...................................................................................................................

STATEMENT OF INCOME

(i(( nii
thtt ousandsdd )s
Interest income

Loans ..........................................................................................................................................................................
Total interest income ..............................................................................................................................................
credit losses ..............................................................................................................................................
Provision forff
Net interest income aftff er provision forff
credit losses .................................................................................................
Loss on investments .......................................................................................................................................................
Non-interest expense ......................................................................................................................................................
income taxes..................................................................................................................
e provision forff
Income beforff
Provision forff
income taxes .............................................................................................................................................
Net income.....................................................................................................................................................................

STATEMENT OF CASH FLOWS

thtt ousandsdd )s

(i(( nii
Operating Activities
Net income......................................................................................................................................................................
Provision forff
credit losses ..............................................................................................................................................
Loss on investments .......................................................................................................................................................
Net change in other assets ..............................................................................................................................................
Net change in other liabia lities.........................................................................................................................................
Net cash used in operating activities ..............................................................................................................................
Investing Activities
Increase in loans .............................................................................................................................................................
Proceeds frff om sale of investments .................................................................................................................................
Net cash used in investing activities...............................................................................................................................
Financing Activities
Qualififf ed equity investment by parent company............................................................................................................
Net cash provided by fiff nancing activities ......................................................................................................................
Net increase in cash and cash equivalents..................................................................................................................
Cash and cash equivalents at beginning of year.............................................................................................................
Cash and cash equivalents at end of year...................................................................................................................

December 31, 2022

79,979
61,214
3,494
144,687
1,117
143,570
144,687

For the Year Ended
December 31, 2022

1,360
1,360
(43)
1,403
(1,044)
298
61
(47)
108

For the Year Ended
December 31, 2022

108
(43)
1,044
(1,687)
197
(381)

(4,654)
4,373
(281)

12,500
12,500
11,838
68,141
79,979

$
$

128

NOTE 20. TRARR NSACTIONS WITH RELATED PARTIES

Certain directors and offff iff cers (including their affff iff liates, faff milies and entities in which they are principal owners) of Wesbanco and its
subu sidiaries are customers of,ff or supu pliers to, those subu sidiaries and have had, and are expected to have, transactions with the subu sidiaries in the
ordinaryrr course of business. In addition, certain directors are also directors or offff iff cers of corpor
ations that are customers of,ff or suppliers to, the
Bank and have had, and are expected to have, transactions with the Bank in the ordinaryr course of business. In the opinion of management, such
icabla e banking regulations. Indebtedness of related parties
a
transactions are consistent with prude
oximately $3.1 million, $10.0 million and $12.4 million as of December 31, 2022, 2021 and 2020, respectively. During 2022,
aggregated appr
$1.7 million in related party loans were funde
d and $8.6 million were repaid or no longer related. At December 31, 2022, 2021 and 2020, none
ff
of the outstanding related party loans were past due 90 days or more, on non-accruarr

nt banking practices and are within appl

l, or considered to be a TDR.

NOTE 21. REGULATORYRR MATTERS

regulator forff

The Federal Reserve Bank is the primaryr

the parent company, Wesbanco. Wesbanco Bank is a state non-member bank jointly
ions. Wesbanco is a legal entity separate and distinct frff om its
regulated by the FDIC and the West Virginia Division of Financial Institutt
the payment of dividends to
forff
subsidiaries and is dependent upon dividends frff om its subsidiaryr bank, Wesbanco Bank, to provide funds
other cash requirements. The payment of dividends by Wesbanco Bank to
its current stock repurchase plan and to provide forff
shareholders, fundff
Wesbanco is subject to state and feff deral banking regulations. Under appl
oval is required if the total of
a
all dividends declared by a bank in any calendar year exceeds the availabla e retained earnings or exceeds the aggregate of the bank’s net profiff ts
the preceding two years. As of December 31, 2022, under FDIC
(as defiff ned by regulatoryrr agencies) forff
and state of West Virginia regulations, Wesbanco could receive, without prior regulatoryr appr
oval, a dividend of up to $116.8 million frff om
Wesbanco Bank.

icabla e law, bank regulatoryr agency appr

that year and its retained net profiff ts forff

Wesbanco Bank is also required to maintain non-interest bearing reserve balances with the Federal Reserve Bank. The Bank did not have

a reserve requirement during 2022 or 2021.

Additionally, Wesbanco and Wesbanco Bank are subject to various regulatoryrr capia tal requirements (risk-based capia tal ratios) administered
by feff deral banking agencies. Failure to meet minimum capia tal requirements can initiate certain mandatoryrr and possibly additional discretionaryrr
actions by the regulators that, if undertaken, could have a material adverse effff eff ct on Wesbanco’s fiff nancial results.

All bank holding companies and banking subsidiaries are required to have common equity Tier 1 (“CET1”) of at least 4.5%, core capia tal
(“Tier 1”) of at least 6% of risk-weighted assets, total capa ital of at least 8% of risk-weighted assets, and a minimum Tier 1 leverage ratio of 4%.
Tier 1 capia tal consists principally of shareholders’ equity; excluding items recorded in accumulated other comprehensive income, less goodwill
and other intangibles. Total capia tal consists of Tier 1 capia tal plus the allowance forff
t prefeff rred securities.
The regulations also defiff ne “well-capia talized” levels of CET1, Tier 1 risk-based capia tal, total risk-based capia tal, and Tier 1 leverage capia tal as
6.5%, 8%, 10%, and 5%, respectively. Wesbanco and Wesbanco Bank were categorized as “well-capia talized” under the Federal Deposit Insurance
Corpor
ation Improvement Act at December 31, 2022 and 2021. There are no conditions or events since December 31, 2022 that management
rr
believes have changed Wesbanco’s “well-capia talized” category.r

loan losses, subject to limitation, and trusrr

The Basel III capia tal standards, effff eff ctive Januaryrr 1, 2015 with a phase-in period ending Januaryrr 1, 2019, establa ishes the minimum capia tal
t prefeff rred securities as Tier 1 capia tal issued beforff e May 19, 2010 forff
levels required under the Dodd-Frank Act, permanently grandfaff thers trusrr
tion buffff eff r is also
bank holding companies under $15 billion, and increases the capia tal required forff
added to minimum capia tal standards that is required to be met to avoid restrictions on dividends, share repurchases, certain incentives and other
restrictions. Including this capia tal conservation buffff eff r, minimum levels of CET1, Tier 1 risk-based capia tal and total risk-based capia tal are defiff ned
as 7.0%, 8.5% and 10.5%, respectively.

certain categories of assets. A capia tal conservarr

Wesbanco currently has $133.5 million in junior subordinated debt in its Consolidated Balance Sheets presented as a separate categoryr of
t subsidiaries of
long-term debt. For regulatoryrr purpos
Wesbanco underlying such junior subordinated debt, are considered Tier 2 capia tal in accordance with current regulatoryr
reporting requirements,
as Wesbanco had total consolidated assets aba ove $15 billion as of December 31, 2022 and 2021. Also, in March of 2022, Wesbanco completed
the issuance of $150.0 million in aggregate principal amount of subordinated debenturt es. The subordinated debenturt es have a fiff xed rate of 3.75%
forff

t prefeff rred securities totaling $130.0 million, issued by unconsolidated trusrr

the next fiff ve years at Three Month SOFR plus a spread of 1.787%.

the fiff rst fiff ve years and a flff oating rate forff

es, trusrr

ions that adopt CECL during 2020 with the option to delay forff

On March 26, 2020, regulators issued interim fiff nancial rulrr e (“IFR”) “Regulatoryrr Capia tal RulRR e: Revised Transition of the Current Expected
Losses Methodology forff Allowances” in response to the disrupt
ed economic activity frff om the spread of COVID-19. The IFR provides fiff nancial
lowed
institutt
two years the estimated impact of CECL on regulatoryrr capia tal, folff
by a three-year transition period to phase out the aggregate amount of the capia tal benefiff t provided by the initial two-year delay (“fiff ve year
transition”). Wesbanco adopted CECL effff eff ctive Januaryr 1, 2020 and elected to implement the fiff ve year transition. Regulatoryr capa ital levels
both the Bank and Wesbanco would have continued to be greater than the amounts needed
without the capia tal benefiff t at December 31, 2022 forff

129

to be considered “well capia talized”, as the capia tal benefiff t appr
risk-based capia tal would have been slightly higher without the transition.

oximated 17 to 24 basis points forff

three of the four

regulatoryr

ratios, while total

The folff

lowing tabla e summarizes risk-based capia tal amounts and ratios forff Wesbanco and the Bank:

lll arll

srr inii

(dol
((
Wesbanco, Inc.

thtt ousands)s

Minimum
Value (1)

Well
Capitalized (2)

Amount

Ratio

Minimum
Amount (1)

Amount

Ratio

Minimum
Amount (1)

December 31, 2022

December 31, 2021

Tier 1 leverage .............
Tier 1 capia tal to risk-
weighted assets ............
Total capia tal to risk-
weighted assets ............
Common equity Tier 1.

Wesbanco Bank, Inc.

Tier 1 leverage .............
Tier 1 capia tal to risk-
weighted assets ............
Total capia tal to risk-
weighted assets ............
Common equity Tier 1.

4.00%

6.00%

8.00%
4.50%

4.00%

6.00%

8.00%
4.50%

5.00% $ 1,576,764

9.90% $ 636,966

$ 1,586,165

10.02% $ 633,089

8.00%

1,576,764

12.33% 767,334

1,586,165

14.05% 677,190

10.00%
6.50%

1,933,007
1,432,280

15.11% 1,023,112
11.20% 575,500

1,795,661
1,441,681

15.91% 902,920
12.77% 507,893

5.00% $ 1,558,305

9.80% $ 636,033

$ 1,529,227

9.68% $ 631,920

8.00%

1,558,305

12.22% 765,439

1,529,227

13.60% 674,622

10.00%
6.50%

1,634,548
1,558,305

12.81% 1,020,585
12.22% 574,079

1,608,723
1,529,227

14.31% 899,496
13.60% 505,967

(1) Minimum requirements to remain adequately capia talized.
(2) Well-capia talized under prompt corrective action regulations.

NOTE 22. CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

Presented below are the Condensed Balance Sheets, Statements of Income and Statements of Cash Flows forff

the parent company:

BALANCE SHEETS

thtt ousandsdd )s

(i(( nii
ASSETS
Cash and due frff om banks ................................................................................................................. $
Investment in subsidiaries—Bank ...................................................................................................
Investment in subsidiaries—Nonbank .............................................................................................
Securities availabla e-forff
-sale, at faff ir value........................................................................................
Other assets ......................................................................................................................................
Total Assets..................................................................................................................................... $
LIABILITIES
Subordinated debt and junior subordinated debt.............................................................................. $
Dividends payabla e and other liabia lities............................................................................................
Total Liabilities ..............................................................................................................................
SHAREHOLDERS’ EQUITY ......................................................................................................
Total Liabilities and Shareholders’ Equity ................................................................................. $

December 31,

2022

2021

272,179
2,408,260
11,810
—
39,131
2,731,380

281,404
23,314
304,718
2,426,662
2,731,380

163,356
2,636,220
10,121
—
39,678
2,849,375

132,860
23,349
156,209
2,693,166
2,849,375

130

STATEMENTS OF INCOME

thtt ousandsdd )s

(i(( nii
Dividends frff om subsidiaries—Bank .......................................................................... $
Dividends frff om subsidiaries—Nonbank ....................................................................
Income frff om securities ...............................................................................................
Other income ..............................................................................................................
Total income...............................................................................................................
Interest expense ..........................................................................................................
Other expense.............................................................................................................
Total expense .............................................................................................................
Income beforff e income tax benefiff t and undistributed net income of subsidiaries ......
Income tax benefiff t......................................................................................................
Income beforff e undistributed net income of subsidiaries............................................
Equity in undistributed net income (excess dividends) of subsidiaries .....................
Net income .................................................................................................................
Prefeff rred stock dividends ...........................................................................................
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS ................... $

2022

For the years ended December 31,
2021

2020

172,500
1,750
—
4
174,254
10,860
5,851
16,711
157,543
(3,652)
161,195
30,918
192,113
10,125
181,988

250,500
1,800
—
—
252,300
5,673
5,698
11,371
240,929
(4,163)
245,092
(2,832)
242,260
10,125
232,135

64,000
1,200
(22)
485
65,663
6,964
5,415
12,379
53,284
(2,471)
55,755
66,289
122,044
2,644
119,400

The details of other comprehensive income and accumulated other comprehensive income are included in the consolidated fiff nancial

statements.

STATEMENTS OF CASH FLOWS

thtt ousandsdd )s

(i(( nii
OPERARR TING ACTIVITIES
Net income ................................................................................................................. $
Adjustments to reconcile net income to net
cash provided by operating activities:

(Equity in undistributed net income) excess dividends of subsidiaries .....................
Decrease (increase) in other assets.............................................................................
Net securities losses ...................................................................................................
Other—ne
t..................................................................................................................
rr
Net cash provided by operating activities ..................................................................
INVESTING ACTIVITIES
Proceeds frff om sales—securities availabla e-forff
Acquisitions and additional capia talization of subsidiaries,

-sale....................................................

net of cash acquired.................................................................................................
Net cash used in investing activities ..........................................................................
FINANCING ACTIVITIES
Repayment of subordinated and junior subordinated debt.........................................
Issuance of subordinated debt ....................................................................................
Issuance of common stock .........................................................................................
Issuance of prefeff rred stock ........................................................................................
Treasuryrr shares purchased—net ................................................................................
Dividends paid to common and prefeff rred shareholders.............................................
Net cash (used in) provided by fiff nancing activities ...................................................
Net increase (decrease) in cash and cash equivalents ................................................
Cash and cash equivalents at beginning of year ........................................................
Cash and cash equivalents at end of year................................................................... $

2022

For the years ended December 31,
2021

2020

192,113

242,260

122,044

(30,918)
582
—
6,941
168,718

—

(100)
(100)

—
147,702
—
—
(116,047)
(91,450)
(59,795)
108,823
163,356
272,179

2,832
(1,453)
—
7,984
251,623

—

—
—

(35,000)
—
—
—
(179,882)
(96,609)
(311,491)
(59,868)
223,224
163,356

(66,289)
121
22
5,865
61,763

203

(35,000)
(34,797)

(6,702)
—
59
144,484
(24,540)
(87,897)
25,404
52,370
170,854
223,224

131

NOTE 23. BUSINESS SEGMENTS

Wesbanco operates two reportabla e segments: (i) Community Banking and (ii) Trusrr

t and Investment Services. Wesbanco’s community
banking segment offff eff rs services traditionally offff eff red by fulff
l-service commercial banks, including commercial demand, individual demand and
time deposit accounts, as well as commercial, mortgage and individual installment loans, and certain non-traditional offff eff rings, such as insurance
and securities brokerage services. The trusrr
t services as well as various alternative investment
oximately $4.9 billion, $5.6
products including mutuat
billion and $5.0 billion as of December 31, 2022, 2021 and 2020, respectively. These assets are held by Wesbanco, in fiff duciaryr or agency
capaa

their customers and thereforff e are not included as assets on Wesbanco’s Consolidated Balance Sheets.

t and investment services segment offff eff rs trusrr

t and investment services segment was appr

. The market value of assets of the trusrr

cities forff

l funds

Condensed fiff nancial inforff mation by business segment is presented below:

thtt ousandsdd )s

(i(( nii
For the Year Ended December 31, 2022
Interest and dividend income..................................................................................... $
Interest expense .........................................................................................................
Net interest income ....................................................................................................
credit losses..........................................................................................
Provision forff
Net interest income aftff er provision forff
credit losses .................................................
Non-interest income...................................................................................................
Non-interest expense .................................................................................................
Income beforff e provision forff
income taxes ................................................................
income taxes ........................................................................................
Provision forff
Net income.................................................................................................................
Prefeff rred stock dividends ..........................................................................................
Net income availabla e to common shareholders ......................................................... $
For the Year Ended December 31, 2021
Interest and dividend income..................................................................................... $
Interest expense .........................................................................................................
Net interest income ....................................................................................................
credit losses..........................................................................................
Provision forff
Net interest income aftff er provision forff
credit losses .................................................
Non-interest income...................................................................................................
Non-interest expense .................................................................................................
Income beforff e provision forff
income taxes ................................................................
income taxes ........................................................................................
Provision forff
Net income.................................................................................................................
Prefeff rred stock dividends ..........................................................................................
Net income availabla e to common shareholders ......................................................... $
For the Year Ended December 31, 2020
Interest and dividend income..................................................................................... $
Interest expense .........................................................................................................
Net interest income ....................................................................................................
credit losses..........................................................................................
Provision forff
Net interest income aftff er provision forff
credit losses .................................................
Non-interest income...................................................................................................
Non-interest expense .................................................................................................
Income beforff e provision forff
income taxes ................................................................
income taxes ........................................................................................
Provision forff
Net income.................................................................................................................
Prefeff rred stock dividends ..........................................................................................
Net income availabla e to common shareholders ......................................................... $

Community
Banking

Trust and
Investment
Services

Consolidated

513,656
39,343
474,313
(1,663)
475,976
89,840
340,573
225,243
41,945
183,298
10,125
173,173

484,967
27,034
457,933
(64,274)
522,207
103,274
336,766
288,715
56,831
231,884
10,125
221,759

541,277
61,797
479,480
107,741
371,739
101,850
338,526
135,063
20,932
114,131
2,644
111,487

— $
—
—
—
—
27,551
16,393
11,158
2,343
8,815
—
8,815

— $
—
—
—
—
29,511
16,377
13,134
2,758
10,376
—
10,376

— $
—
—
—
—
26,335
16,319
10,016
2,103
7,913
—
7,913

513,656
39,343
474,313
(1,663)
475,976
117,391
356,966
236,401
44,288
192,113
10,125
181,988

484,967
27,034
457,933
(64,274)
522,207
132,785
353,143
301,849
59,589
242,260
10,125
232,135

541,277
61,797
479,480
107,741
371,739
128,185
354,845
145,079
23,035
122,044
2,644
119,400

Total non-fiff duciaryrr

t customer
intangibles), $3.7 million and $4.1 million at December 31, 2022, 2021 and 2020, respectively. All other assets, including goodwdd ill and the
remainder of other intangible assets, were allocated to the Community Banking segment.

t and investment services segment were $3.3 million (including $1.1 million of trusrr

assets of the trusrr

132

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Wesbanco’s management carried out an evaluation, under the supervision and with the participation of the chief executive offff iff cer and the
chief fiff nancial offff iff cer, of the effff eff ctiveness of the design and operation of Wesbanco’s disclosure controls and procedures (as such term is defiff ned
in RulRR es 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022, pursuant to Exchange Act RulRR e 13a-15. Based upu on that
evaluation, the chief executive offff iff cer along with the chief fiff nancial offff iff cer concluded that Wesbanco’s disclosure controls and procedud res as of
December 31, 2022, are effff eff ctive in timely alerting them to material inforff mation relating to Wesbanco (including its consolidated subsidiaries)
required to be included in Wesbanco’s periodic fiff lings under the Exchange Act.

No changes in Wesbanco's internal control over fiff nancial reporting have occurred during the period covered by this report that have

materially affff eff cted, or are reasonabla y likely to materially affff eff ct, the Wesbanco's internal control over fiff nancial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s Report on internal control over fiff nancial reporting and the audit report of Ernst & Young LLP, the Company’s independent
registered public accounting fiff rm, on internal control over fiff nancial reporting is included within this report at the beginning of “I“ tII em 8. FiFF nancial
StS atementstt and Supplementaryr Data” and is incorpor

ated in this Item 9A by refeff rence.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicabla e.

133

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORARR TE GOVERNANCE

PART III

The infoff rmation required by this Item 10 is incorprr orated by refeff rence to the apa plicaba le infoff rmation in our Proxy Statement set foff rth under
ate Governance, Delinquent

the headings Election of Directors, Nominees, Continuing Directors, Executive Offff iff cers of the Corpor
Section 16(a) Reports and Audit Committee and certain other sections.

ation, Corpor

CODE OF ETHICS

Wesbanco has adopted a Code of Business Conduct and Ethics that appl

ies to our directors, offff iff cers and employees, including Wesbanco’s
Chief Executive Offff iff cer, Chief Financial Offff iff cer, Controller and other executive offff iff cers. Wesbanco’s “Code of Business Conduct and Ethics”
can be found
//// www.wesbanco.com in the “About Us” section under “Investor Relations” under “Governrr ance
Documents”. Wesbanco intends to disclose any changes or amendments to or waivers frff om Wesbanco's "Code of Business Condud ct and Ethics"
on its website.

posted on our website at http:t

Wesbanco will provide a printed copy, frff ee of charge, of Wesbanco’s Code of Business Conduct and Ethics to any shareholder requesting
such inforff mation. To obtain a copy of Wesbanco’s Code of Ethics, contact: John Iannone, Wesbanco, Inc., 1 Bank Plaza, Wheeling, WV
26003. (304) 905-7021

ITEM 11. EXECUTIVE COMPENSATION

The infoff rmation required by this Item 11 is incorprr orated by refeff rence to the apa plicaba le infoff rmation in our Proxy Statement set foff rth under
the headings Summaryrr Compensation Tabla e, Meetings of Board of Directors and Committees and Compensation of Members, Compensation
Committee Interlocks and Insider Participation, Compensation Committee Report, Compensation Discussion and Analysis and certain other
sections.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The inforff mation required by this Item 12 (other than the inforff mation provided below under the heading Equity Compensation Plan
th under the headings Ownership of

Inforff mation) is incorpor
Securities by Directors, Nominees and Offff iff cers and Benefiff cial Owners of More Than 5% of the Common Stock of the Corpor

icabla e inforff mation in our Proxy Statement set forff

ated by refeff rence to the appl

ation.

The folff

lowing tabla e sets forff

th certain inforff mation with respect to securities authorized forff

issuance under our equity compensation plans

as of December 31, 2022.

Equity Compensation Plan Inforff mation

Plan Category
oved by security holders.........................................
Equity compensation plans appr
oved by security holders...................................
a
Equity compensation plans not appr

Number of
securities to
be issued upon
exercise of
outstanding
options

Weighted average
exercise price of
outstanding
options

812,090
None

31.83
None

Number of
securities
remaining forff
fuff ture issuance
under equity
compensation
plans
1,468,140
None

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRARR NSACTIONS, AND DIRECTOR INDEPENDENCE

The infoff rmation required by this Item 13 is incorprr orated by refeff rence to the apa plicaba le infoff rmation in our Proxy Statement set foff rth under
transactions is

the headings Transactions with Directors and Offff iff cers and Election of Directors. Additional inforff mation concerning related partytt
th in the Annual Report under Note 20, “Transactions with Related Parties” in the Consolidated Financial Statements.
set forff

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVR ICES

The infoff rmation required by this Item 14 is incorprr orated by refeff rence to the apa plicaba le infoff rmation in our Proxy Statement set foff rth under

the heading Independent Registered Public Accounting Firm.

134

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) CERTAIN DOCUMENTS FILED AS PART OF THE FORM 10-K

PART IV

(1) CONSOLIDATED FINANCIAL STATEMENTS: Refeff rence is made to Part II Item 8, of this Annual Report on Form 10-K.

(2) FINANCIAL STATEMENT SCHEDULES: No fiff nancial statement schedules are being fiff led since the required inforff mation is
a
inappl

icabla e or the inforff mation is presented in the Consolidated Financial Statements or related Notes.

(3) EXHIBIT LISTING Exhibits listed in the Exhibit Index of this Annual Report on Form 10-K are fiff led herein or are incorpor
refeff rence.

ated by

ITEM 16. FORM 10-K SUMMARYR

None.

135

EXHIBIT INDEX

Exhibit
Number

3.1

Document

Location

Bylaws of Wesbanco, Inc. (As Amended and Restated May 4,
2021).

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on May 6,
2021.

3.2 Articles of Amendment to the Articles of Incorpor

ation of

Wesbanco, Inc., dated August 27, 2015, increasing authorized
common shares frff om 50,000,000 to 100,000,000 and restated
Articles of Incorpor

ation.

3.3 Articles of Amendment to the Restated Articles of Incorpor

ation

of Wesbanco, Inc.

4.1

Specimen Certififf cate of Wesbanco, Inc. Common Stock. (P)

4.2

4.3

4.4

4.5

4.6

Junior Subordinated Indenturt e dated June 19, 2003 entered into
between Wesbanco, Inc., as issuer and The Bank of New York,
tee and Amended and Restated Declaration of Trusrr
as Trusrr
Wesbanco, Inc. Capa ital Trurr st II.

t of

Indenturt e dated June 26, 2003 entered into between Wesbanco,
Inc., as issuer and U.S. Bank National Association, as Trusrr
and Amended and Restated Declaration of Trusrr
Inc. Capia tal Statutt oryr Trusrr

tee
t of Wesbanco,

t III.

Indenturt e dated June 17, 2004 entered into between Wesbanco,
Inc., as issuer and Wilmington Trusrr
tee and
Amended and Restated Declaration of Trusrr
Trusrr

t IV dated June 17, 2004.

t Company, as Trusrr

t of Wesbanco Capia tal

Indenturt e dated June 17, 2004 entered into between Wesbanco,
Inc., as issuer and Wilmington Trusrr
tee and
Amended and Restated Declaration of Trusrr
Trusrr

t V dated June 17, 2004.

t Company, as Trusrr

t of Wesbanco Capia tal

Indenturt e dated March 17, 2005 entered into between Wesbanco,
Inc. and Wilmington Trusrr
and Restated Declaration of Trusrr
dated March 17, 2005.

t of Wesbanco Capia tal Trusrr

t Company, as Trusrr

tee and Amended

t VI

4.7 Description of Securities.

4.8 Deposit Agreement, dated August 11, 2020, by and among

Wesbanco, Inc., Computershare Inc. and Computershare Trusrr
Company, N.A. acting jointly as the depositary,rr
frff om time to time of the depositaryrr

t
and the holders

receipts described therein.

4.9

Specimen of Certififf cate representing the Series A Prefeff rred
Stock.

4.10

Form of Depositaryrr Receipt.

136

ated by refeff rence to Exhibit 3.2 of Form 10-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission
on Februarr

ryrr 28, 2020.

Incorpor
ated by refeff rence to Exhibit 3.1 of Form 8-K fiff led by
rr
the Registrant with the Securities and Exchange Commission
on August 11, 2020.

ated by refeff rence to a prior Registration Statement on

Incorpor
rr
Form S-4 under Registration No. 33-42157 fiff led by the
Registrant with the Securities and Exchange Commission on
August 9, 1991.

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on August 13,
2003.

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on August 13,
2003.

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on August 9,
2004.

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on August 9,
2004.

Incorpor
ated by refeff rence to Form 8-K fiff led by the Registrant
rr
with the Securities and Exchange Commission on March 18,
2005.

ated by refeff rence to Exhibit 4.7 of Form 10-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
Februarr

ryr 26, 2021.

ated by refeff rence to Exhibit 4.1 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
August 11, 2020.

ated by refeff rence to Exhibit 4.2 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
August 11, 2020.

ated by refeff rence to Exhibit 4.1 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
August 11, 2020.

4.11

4.12

Indenturt e, dated March 23, 2022, by and between Wesbanco, Inc.
and Wilmington Trusrr

t, National Association, as trusrr

tee.

First Supplemental Indenturt e, dated March 23, 2022, by and
between Wesbanco, Inc. and Wilmington Trusrr
Association, as trusrr

t, National

tee.

4.13

Form of 3.75% Fixed-to-Floating Rate Subordinated Note due
2032.

10.1 Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock

Plan as adopted Februarr
Februarr

ryrr 25, 2010, Februarr

ryrr 13, 1998 and as amended and restated
ryrr 25, 2021. **

ryr 23, 2017 and Februarr

ated by refeff rence to Exhibit 4.1 of Form 8-K fiff led by

rr
Incorpor
the Registrant with the Securities and Exchange Commission on
March 23, 2022.

ated by refeff rence to Exhibit 4.2 of Form 8-K fiff led by

rr
Incorpor
the Registrant with the Securities and Exchange Commission on
March 23, 2022.

ated by refeff rence to Exhibit 4.2 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
March 23, 2022.

ated by refeff rence to Exhibit 10.1 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
April 21, 2021.

10.2 Letter Agreement and Committed Line of Credit Note, dated
September 5, 2014, between Wesbanco, Inc. and PNC Bank,
National Association.

ated by refeff rence to Form 8-K fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on September 8,
2014.

10.3 Wesbanco, Inc. Defeff rred Compensation Plan – For Directors and

Eligible Employees (as amended). **

ated by refeff rence to Form 10-K fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on March 10,
2006.

10.4

10.5

10.6

10.7

Form of Amended and Restated Change in Control Agreement by
and between Wesbanco, Inc., Wesbanco Bank, Inc., Michael L.
Perkins and Jayson M. Zatta. **

ated by refeff rence to Form 8-K fiff led by the Registrant

rr
Incorpor
with the Securities and Exchange Commission on April 28,
2006.

Form of Wesbanco, Inc. Incentive Bonus, Option & Restricted
Stock Plan – Stock Option Agreement. **

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on July 30, 2010.

Form of Wesbanco, Inc. Incentive Bonus, Option & Restricted
Stock Plan – Restricted Stock Agreement. **

ated by refeff rence to Form 10-Q fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on July 30, 2010.

Form of Change in Control Agreement by and between
Wesbanco, Inc., Wesbanco Bank, Inc., and Anthony F.
Pietranton. **

ated by refeff rence to Form 8-K fiff led by the Registrant

rr
Incorpor
with the Securities and Exchange Commission on June 5, 2013.

10.8 Amended and Restated Employment Agreement, dated April 24,
2014, by and between Wesbanco Bank, Inc., Todd F. Clossin and
Wesbanco, Inc.

ated by refeff rence to Form 8-K fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on April 24,
2014.

10.9 Restricted Stock Agreement by and between Wesbanco, Inc. and

Todd F. Clossin. **

10.10 Wesbanco, Inc. KSOP, Amended and Restated, effff eff ctive Januaryr

1, 2014. **

10.11 First Amendment to the Wesbanco, Inc. KSOP, effff eff ctive Januaryr

1, 2014. **

10.12 Second Amendment to the Wesbanco, Inc. KSOP, effff eff ctive

Januaryrr 1, 2014. **

10.13 Form of Employment Agreement by and between Wesbanco
Bank, Inc., Wesbanco Inc., and executive offff iff cers (effff eff ctive
date): Jayson M. Zatta (effff eff ctive March 1, 2015) and Anthony F.
Pietranton (effff eff ctive Januaryr 9, 2015) **

137

Incorpor
ated by refeff rence to Form 8-K fiff led by the Registrant
rr
with the Securities and Exchange Commission on October 24,
2013.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 27,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2015.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 27,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2015.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 27,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2015.

ated by refeff rence to Form 10-Q fiff led by the Registrant

rr
Incorpor
with the Securities and Exchange Commission on July 30, 2015.

10.14 Wesbanco, Inc. Administrative RulRR es forff

the Total Shareholder

Retut rn Plan. **

10.15 Form of Wesbanco, Inc. Incentive Bonus, Option & Restricted
Stock Plan—Total Shareholder Returt n Agreement. **

10.16 Third Amendment to the Wesbanco, Inc. KSOP, effff eff ctive

September 9, 2016. **

10.17 Form of Wesbanco, Inc. Incentive Bonus, Option & Restricted

Stock Plan—Perforff mance Restricted Stock Agreement.**

10.18 Fourth Amendment to the Wesbanco, Inc. KSOP effff eff ctive April

1, 2018. **

10.19 Fiftff h Amendment to the Wesbanco, Inc. KSOP effff eff ctive August

20, 2018. **

10.20 Sixth Amendment to the Wesbanco, Inc. KSOP effff eff ctive Januaryr

1, 2020.**

10.21 Seventh Amendment to the Wesbanco, Inc. KSOP effff eff ctive

November 22, 2019. **

ated by refeff rence to Form 8-K fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on November 24,
2015.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 26,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2016.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 27,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2018.

Incorpor
ated by refeff rence to Exhibit 10.2 to Form 10-Q fiff led by
rr
the Registrant with the Securities and Exchange Commission on
July 31, 2017.

ated by refeff rence to Form 10-K fiff led by the Registrant

rr
Incorpor
with the Securities and Exchange Commission on March 1,
2019.

ated by refeff rence to Form 10-K fiff led by the Registrant

Incorpor
rr
with the Securities and Exchange Commission on March 1,
2019.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 28,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2020.

ated by refeff rence to Form 10-K fiff led by the Registrant
ryrr 28,

Incorpor
rr
with the Securities and Exchange Commission on Februarr
2020.

10.22 Employment Agreement, dated December 16, 2021, by and

between Wesbanco Bank, Inc., Daniel K. Weiss, Jr. and
Wesbanco, Inc. **

ated by refeff rence to Exhibit 10.1 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
December 17, 2021.

10.23 Change in Control Agreement, dated December 16, 2021, by and
between Wesbanco Bank, Inc., Daniel K. Weiss, Jr. and
Wesbanco, Inc. **

ated by refeff rence to Exhibit 10.2 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
December 17, 2021.

10.24 Employment Agreement, dated Februarr

ryr 16, 2022, by and

between Wesbanco Bank, Inc., Michael L. Perkins and
Wesbanco, Inc. **

ated by refeff rence to Exhibit 10.1 of Form 8-K fiff led by

rr
Incorpor
the Registrant with the Securities and Exchange Commission on
Februarr

ryr 22, 2022.

10.25 Employment Agreement, dated July 5, 2022, by and between

Wesbanco Bank, Inc., Jeffff rff ey H. Jackson and Wesbanco, Inc. **

ated by refeff rence to Exhibit 10.1 of Form 8-K fiff led by

rr
Incorpor
the Registrant with the Securities and Exchange Commission on
July 5, 2022.

10.26 Change in Control Agreement, dated July 5, 2022, by and

between Wesbanco Bank, Inc., Jeffff rff ey H. Jackson and
Wesbanco, Inc. **

ated by refeff rence to Exhibit 10.2 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
July 5, 2022.

10.27 Amendment to Loan Documents between Wesbanco, Inc. and

PNC Bank, National Association.

10.28 Amended and Restated Revolving Line of Credit Note between
Wesbanco, Inc. and PNC Bank, National Association.

ated by refeff rence to Exhibit 10.1 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
August 29, 2022.

ated by refeff rence to Exhibit 10.2 of Form 8-K fiff led by

Incorpor
rr
the Registrant with the Securities and Exchange Commission on
August 29, 2022.

138

Computation of Earnings Per Common Share.

Computation of earnings per common share is set forff
Note 2, “Earnings Per Common Share” of this Annual Report on
Form 10-K.

th under

Signififf cant Subsidiaries of the Registrant.

Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP.

Power of Attorney.

31.1 Certififf cation of Chief Executive Offff iff cer of Periodic Report

Pursuant to RulRR e 13a-15(e) or RulRR e 15d-15(e).

31.2 Certififf cation of Chief Financial Offff iff cer of Periodic Report

Pursuant to RulRR e 13a-15(e) or RulRR e 15d-15(e).

32.1 Certififf cation Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbar nes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document (the instance document does

***

ar in the Interactive Data File because its XBRL tags are

not appe
a
embedded within the Inline XBRL document).

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

Document

101.DEF Inline XBRL Taxonomy Extension Defiff nition Linkbase

Document

101.LAB Inline XBRL Taxonomy Extension Labea

l Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

Document

***

104 Cover Page Interactive Data File (forff matted as inline XBRL and

***

contained in Exhibit 101).

* Filed herewith
** Indicates management compensatoryrr plan, contract, or arrangement
*** Filed electronically
r Filed
(P) Papea

139

Pursuant to the Requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized, on Februarr

ryr 27, 2023.

SIGNATURES

WESBANCO, INC.

By:

/s/ Todd F. Clossin
Todd F. Clossin
President and Chief Executive Offff iff cer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the folff

lowing persons on behalf

of the registrant and in the capaa

cities indicated, on Februarr

ryr 27, 2023.

By:

/s/ Todd F. Clossin
Todd F. Clossin
President, Chief Executive Offff iff cer, and Director
(Principal Executive Offff iff cer)

/s/ Daniel K. Weiss, Jr.
Daniel K. Weiss, Jr.
Executive Vice President and Chief Financial Offff iff cer
(Principal Financial and Accounting Offff iff cer)

/s/ Christopher V. Criss
Christopher V. Criss
Chairman of the Board

The Directors of Wesbanco (listed below) executed a power of attorney apa pointing Todd F. Clossin their attorney-in-faff ct, empowering him

to sign this report on their behalf.ff

Rosie Allen-Herring
James W. Cornelsen
Michael J. Crawfoff rd
Abigail M. Feinknopf
Robert J. Fitzsimmons
Denise Knouse-Snyder
D. Bruce Knox
Lisa A. Knutson

By:

/s/ Todd F. Clossin
Todd F. Clossin
t
Attorney-in-facff

Gary L. Libs
Jay T. McCamic
F. Eric Nelson, Jr.
Gregory S. Proctor, Jr.
Joseph R. Robinson
Kerry M. Stemler
Reed J. Tanner

140

Stephen J. Lawrence
Executive Vice President &
Chief Internal Auditor

Brent E. Richmond
Executive Vice President-
Treasury & Strategic Planning

Rachel E. White
Senior Vice President &
Controller

Linda M. Woodfin
Secretary

Reed J. Tanner, CPA (retired)*
Former Member
Suttle & Stalnaker PLLC
Morgantown, WV

DIRECTORS EMERITI
Ernest S. Fragale
James C. Gardill
Richard G. Spencer

*
Executive Committee
** Directors of Wesbanco,

Inc.
also serve as Directors of
Wesbanco Bank, Inc

*** Retired effective 12/31/2022

WESBANCO, INC. OFFICERS & DIRECTORS

OFFICERS

Christopher V. Criss
Chairman of the Board

Todd F. Clossin
President & Chief Executive Officer

Daniel K. Weiss, Jr.
Executive Vice President &
Chief Financial Officer

Jeffrey H. Jackson
Senior Executive Vice President &
Chief Operating Officer

Michael L. Perkins
Senior Executive Vice President &
Chief Risk & Administrative Officer
Group Head – Risk and Administration

DIRECTORS **

Rosie Allen-Herring
President & CEO
United Way of the National Capital Area
Washington, DC

Todd F. Clossin*
President & Chief Executive Officer
Wesbanco, Inc. & Wesbanco Bank, Inc.
Wheeling, WV

James W. Cornelsen
Mid-Atlantic Market Chairman, Retired
Wesbanco Bank, Inc.
Washington, DC

Michael J. Crawford
Senior Vice President
Assured Partners of Kentucky
Bellevue, KY

Christopher V. Criss*
President & Chief Executive Officer
Atlas Towing Company
Parkersburg, WV

Abigail M. Feinknopf
Marketing Representative
Feinknopf Photography
Columbus, OH

Robert J. Fitzsimmons
Attorney-at-Law
Fitzsimmons Law Firm, PLLC
Wheeling, WV

Denise Knouse-Snyder*
Attorney-at-Law
Phillips, Gardill, Kaiser & Altmeyer
PLLC
Wheeling, WV

Anthony F. Pietranton
Senior Executive Vice President
Group Head – Human Resources &
Facilities

Jayson M. Zatta
Senior Executive Vice President &
Chief Banking Officer
Group Head – Banking & Trust

Jonathan D. Dargusch***
Executive Vice President-
Wealth Management

Robert H. Friend
Executive Vice President &
Chief Credit Officer

D. Bruce Knox
Investor
McArthur, OH

Lisa A. Knutson
Chief Operating Officer
E. W. Scripps Company
Cincinnati, OH

Gary L. Libs*
Chairman of the Board
Libs Paving Co., Inc.
Floyds Knobs, IN

Jay T. McCamic
Attorney-at-Law
McCamic Law Firm
Wheeling, WV

F. Eric Nelson, Jr.
President
Nelson Enterprises, Inc.
Charleston, WV

Gregory S. Proctor Jr.*
President & Chief Executive Officer
G.S. Proctor & Associates, Inc.
Upper Marlboro, MD

Joseph R. Robinson
Chief Executive Officer
High Peaks Solutions, LLC
Mason, OH

Kerry M. Stemler
President & Chief Executive Officer
KM Stemler Co
New Albany, IN

CODE OF ETHICS
Wesbanco has adopted a Code of Business
Conduct and Ethics that applies to our
directors, officers and employees, including
the Company’s Chief Executive Officer,
Chief Financial Officer, Chief Accounting
Officer and other executive officers.
Wesbanco’s “Code of Business Conduct
and Ethics” can be found posted on our
website at www.wesbanco.com in the
“Investors” section under “Governance
Documents”. Wesbanco intends to disclose
any changes or amendments to this code of
ethics on its website.

WESBANCO EMAIL ALERTS
Readers may subscribe to Wesbanco email
alerts for company events, document
filings, press releases, and Wesbanco’s
nightly closing stock price in the
“Investors” section of the Wesbanco
website at www.wesbanco.com.

EQUAL OPPORTUNITY EMPLOYER
is an Equal Opportunity
Wesbanco, Inc.
Employer.

SHAREHOLDER INFORMATION

2022

High

Low

Fourth quarter
Third quarter
Second quarter
First quarter

$41.37
36.91
35.40
38.37

$33.45
29.50
30.42
33.85

2021

Fourth quarter
Third quarter
Second quarter
First quarter

High

Low

$37.93
36.58
39.87
38.72

$32.00
30.21
34.72
28.65

Dividend
Declared

$0.350
0.340
0.340
0.340

Dividend
Declared

$0.330
0.330
0.330
0.330

STOCK REGISTRAR &
TRANSFER AGENT
First Class/Registered/Certified Mail
Computershare Investor Services, LLC
P.O. Box 43006
Providence, RI 02940-3006

Overnight Delivery
Computershare Investor Services, LLC
150 Royall St., Suite 101

Canton, MA 02021
(888) 294-8217 or
(781) 575-3120 (non-U.S.)
www.computershare.com/investor

STOCK TRADING
Nasdaq Global Select Market
Symbol: WSBC

CORPORATE HEADQUARTERS
1 Bank Plaza, Wheeling, WV 26003
Phone: (304) 234-9000
www.wesbanco.com

INVESTOR RELATIONS
Contact: John Iannone
Phone: 304-905-7021

MARKET MAKERS IN
WESBANCO STOCK
This list represents the top ten registered
market makers by volume in 2022
excluding electronic trading networks:
BofA Securities, Inc.; Morgan Stanley &
Co., LLC; UBS Securities, LLC; Goldman,
Sachs & Co., LLC; J.P. Morgan Securities,
LLC; Citadel Securities LLC; Virtu
Americas, LLC; Latour Trading, LLC;
RBC Capital Markets, LLC and Wells
Fargo Securities, LLC.

AUTOMATIC DIVIDEND
REINVESTMENT PLAN
Shareholders may elect to reinvest their
dividends in additional shares of Wesbanco
common stock through the Computershare
Dividend Reinvestment Plan. To arrange
automatic purchase of shares with quarterly
dividend proceeds, please contact
Computershare Investor Services, LLC at
the address, phone or email noted
previously.

ANNUAL MEETING
The Annual Meeting of Shareholders will
be held Wednesday, April 19, 2023 at
12:00 noon E.D.T. in a virtual format from
the corporate headquarters.

DIRECT DEPOSIT
If you have a deposit relationship with
Wesbanco, cash dividends can be deposited
directly to your bank account. Dividends
will be deposited on the date the dividend is
payable, and you will receive a
confirmation of payment when the dividend
is deposited to your account.

ANNUAL DISCLOSURE STATEMENT
AND NOTICE OF FORM 10-K
This Annual Report on Form 10-K serves
as the annual disclosure statement as
required by the FDIC. Upon written request
of any shareholder, the Corporation will
provide, without charge, a copy of its 2022
Annual Report on Form 10-K, including
financial statements and schedules, as
required to be filed with the Securities and
Exchange Commission. To obtain a copy of
Form 10-K, contact:

John Iannone
SVP, Investor & Public Relations
Wesbanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
(304) 905-7021

The Form 10-K is also available
electronically on Wesbanco’s website at
www.wesbanco.com or at the SEC’s
website at www.sec.gov.

WESBANCO, INC.
1 BANK PLAZA
WHEELING, WV 26003
www.wesbanco.com