DEF 14A of Wesbanco Inc, Mar 13, 2026

DEF 14A of Wesbanco Inc

Filed Mar 13, 2026 · FY20250001193125-26-106165

Open on EDGAR

  1. Transactions with Directors and Officers

    Transactions with Directors and Officers

  2. Election of Directors

    Election of Directors The Board of Directors of the Corporation is divided into three classes, as nearly equal in number as the numerical membership of the Board will permit, the members of such classes to serve staggered terms of three years each. The Bylaws permit the Board to determine each year the number of Directors with a minimum of fifteen and a maximum of thirty-five, and the Board of Directors has determined that the Board shall consist of fifteen members for the year 2026, and has fixed the number of Directors to be elected to the Board of Directors at the forthcoming meeting at six persons, with five to serve for a term of three years which will expire at the annual stockholders meeting in 2029 and one to serve for a term of one year which will expire at the annual stockholders meeting in 2027. The Corporation and its banking subsidiary, the Bank, maintain separate boards, but the directors of the Corporation also serve as directors of the Bank. There are no family relationships among the directors, nominees, or executive officers of the Corporation. As part of its ongoing review of corporate governance practices in general, the Board of the Corporation considered what number of directors would position the Board at its optimal size at the current time. The Board concluded that its current size is larger than that of the Corporation's peers and that it would be in the best interests of the Corporation and its shareholders for the Board size to be reduced. To that end, the Corporation's directors were offered a voluntary retirement opportunity whereby interested directors would retire effective at the conclusion of the Corporation's Annual Meeting and receive a one-time equity grant of restricted shares of the Corporation's common stock valued at $250,000 (the "Offer"). Following receipt of indications of interest with respect to the Offer, and convening meetings of the Nominating and Compensation Committees thereafter, on March 4, 2026, the Board accepted notices of retirement (collectively, the "Notices") respectively submitted by Abigail M. Feinknopf, a director of the class with a term expiring at the Annual Meeting, James W. Cornelsen, a director of the class with a term expiring at the Corporation's annual meeting of shareholders to occur in 2027 (the "2027 Annual Meeting") and D. Bruce Knox, a director of the class with a term expiring at the 2027 Annual Meeting. Pursuant to the respective Notices, Ms. Feinknopf and Messrs. Cornelsen and Knox each notified the Board of their intent to accept the Offer and retire from the Board effective at the conclusion of the Annual Meeting. Accordingly, Ms. Feinknopf will not stand for re-election to the Board at the Annual Meeting. The respective voluntary decisions by Ms. Feinknopf and Messrs. Cornelsen and Knox to retire from the Board were not the result of any disagreement with the Corporation on any matter, or relating to its operations, policies, or practices. On March 4, 2026, the Board also approved a decrease in the size of the Board from 19 directors to 15 directors in accordance with the Corporation's Bylaws, effective upon the retirements of Ms. Feinknopf and Messrs. Cornelsen and Knox at the conclusion of the Annual Meeting, as well as the retirement of Michael J. Crawford at the conclusion of the Annual Meeting in accordance with the Corporation's policy that a director must be less than 70 years of age at the time of election. On the same date, in order to achieve an equal balance of membership among the Board's three classes of directors as required by the Corporation's Amended and Restated Articles of Incorporation and applicable law, the Board determined that (i) Mr. Bookmyer should be reclassified from the class of directors that will stand for election for three-year terms at the Annual Meeting, and (ii) Mr. Robinson should be reclassified from the class of directors with terms expiring at the 2028 Annual Meeting to the class of directors with terms schedule to expire at the 2027 Annual Meeting. Accordingly, the Board nominated Mr. Bookmyer to stand for election at the Annual Meeting for a three-year term expiring at the Corporation's annual meeting of shareholders to occur in 2029 and Mr. Robinson to stand for election at the Annual Meeting for a one-year term expiring at the 2027 Annual Meeting. In connection with his nomination, on March 4, 2026, Mr. Bookmyer notified the Board of his intention to resign at the conclusion of the Annual Meeting as a director of the class with a term expiring at the 2028 Annual Meeting, contingent upon his election to a three-year term at the Annual Meeting. Similarly, in connection with his nomination, on March 4, 2026, Mr. Robinson notified the Board of his intention to resign at the conclusion of the Annual Meeting as a director of the class with a term expiring at the 2028 Annual Meeting, contingent upon his election to a one-year term at the Annual Meeting. The respective conditional resignations and nominations of Mr. Bookmyer and Mr. Robinson were done solely to rebalance the Board's classes, and for all other purposes, including committee service and compensation, the service by Mr. Bookmyer and Mr. Robinson on the Board will be deemed to have continued uninterrupted.

  3. Continuing Directors

    Continuing Directors

  4. Executive Compensation Philosophy and Objectives

    | | ☑ | To ensure that no single measure affects compensation disproportionately, we use a diverse set of financial and operational performance goals in the design of our compensation program. | | | ☑ | To provide information and advice for use in Compensation Committee decision-making, our compensation committee has engaged an independent compensation consultant. | | | ☑ | For compensation decisions, we maintain and reference a peer group of companies based on industry, asset size and geography, reviewing and updating this compensation peer group periodically and as necessary or appropriate. | | | ☑ | Our executive officers and directors are subject to guidelines to maintain certain levels of stock ownership. | | | ☑ | We maintain a clawback policy to recoup incentive-based compensation paid to executive officers earned based on a material error in the financial statements | | What We Don’t Do | ✘ | We prohibit employees and non-employee directors from engaging in short sales, hedging or pledging transactions in our securities. | | | ✘ | No excise tax gross ups in employment or change in control agreements. | | | ✘ | No “single trigger” change in control payments and benefits | | | ✘ | No dividends or dividend equivalents are paid out on shares or units that a participant has not yet earned or that have not vested. | | | ✘ | No strict benchmarking of compensation to a specific percentile of our compensation peer group | | | ✘ | No excessive perquisites for executive officers. |

  5. Determination of Named Executive Officer Compensation

    Determination of Named Executive Officer Compensation Role of the Compensation Committee. In considering appropriate levels of compensation for executives, the Compensation Committee considers the Corporation’s performance and individual NEO performance and experience, as well as peer and broader financial services industry comparisons and affordability analysis. When deemed appropriate, the Compensation Committee requests that its independent compensation consultant provide it with survey data of executive compensation for financial services companies that are comparable to the Corporation. The Compensation Committee generally does not request such market data from the compensation consultant every year. The CEO and Human Resources department interface with the Compensation Committee in connection with the Compensation Committee’s executive compensation decision-making, providing comparative market data as well as making recommendations. The Compensation Committee periodically meets with the CEO and members of the Human Resources department to assess progress toward meeting objectives set by the Board for both annual and long-term compensation. The Compensation Committee also meets in executive session without management present when appropriate. The Compensation Committee approves, or recommends to the Board for approval, the corporate and individual objectives associated with our incentive programs, as well as assessing the Corporation’s performance against the corporate and individual objectives after the end of the year or making a recommendation to the Board as to the extent to which the Corporation has met those objectives The Compensation Committee reviews all the components of compensation in making determinations on the mix, amount, and form of executive compensation. While the Compensation Committee does not use any quantitative formula or multiple for comparing or establishing compensation for executive management, it is mindful of internal pay equity considerations and assesses the relationship of the compensation of each executive to other members of executive management. Role of Management. Our CEO works with the chair of the Compensation Committee in establishing the agenda for Compensation Committee meetings. Our management also prepares meeting information for each Compensation Committee meeting. Our CEO also participates in Compensation Committee meetings at the Committee’s request to provide: • Background information regarding the Corporation’s strategic objectives; • His evaluation of the performance of the senior executive officers; and Compensation recommendations as to senior executive officers other than our CEO. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation. Role of the Independent Compensation Consultant. The Compensation Committee had directly engaged Cowden & Associates (“Cowden”) as its external compensation consultant in the development of the 2024 executive compensation program. Cowden reported to, and received its direction from, the Compensation Committee, and a representative of Cowden regularly attended Compensation Committee meetings as its independent advisor. Cowden helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market and provided advice and information on other executive compensation matters. In considering Cowden’s engagement, the Compensation Committee evaluated Cowden’s independence and any conflicts of interest in accordance with applicable SEC rules and Nasdaq listing requirements. The Compensation Committee requested and received a report from Cowden addressing the independence of Cowden and its senior advisors. The Compensation Committee considered Cowden’s provision of other services to the Corporation, the fees paid by the Corporation to Cowden as a percentage of Cowden’s total revenue, Cowden’s policies and procedures to prevent conflicts of interest, and the confirmation by Cowden that it and its representatives have no business or personal relationship with any member of the Compensation Committee, do not own any stock of the Corporation, and have no business or personal relationship with any executive officer of the Corporation. The Compensation Committee concluded that Cowden was independent of the Compensation Committee and of Corporation management and had no conflicts of interest in its performance of services to the Compensation Committee. In late 2024 and early 2025, the Compensation Committee engaged in a process to review the services provided by its independent compensation consultant. It interviewed four firms, including Cowden, and decided to engage AON Consulting ("AON") as its independent compensation consultant for the year 2025. Following a similar analysis and criteria noted above, it concluded that AON was independent of the Compensation Committee and of Corporation management and had no conflicts of interest in its performance of services to the Compensation Committee. Thus, the Compensation Committee has utilized AON in the development of the 2025 executive compensation program. In determining the independence of AON, the Compensation Committee considered AON’s independence in light of the independence factors set forth in the SEC rules and Nasdaq listing standards. In total, fees paid to AON during 2025 for services not related to AON’s work with the Compensation Committee, such as investment advisory services and retirement actuarial services, were approximately $451,371.34. Fees paid to AON during 2025 for services related to recommending the amount and form of executive and director compensation and compensation survey data were approximately $223,443.85. In terms of assessing independence, the Compensation Committee gave credit to the safeguards that AON’s executive compensation practice has put in place to maintain its independence. The Compensation Committee also considered that no business or personal relationships exist between any members of the consultants’ teams advising the Corporation on the one hand, and the Corporation, any members of the Compensation Committee or any executive officers on the other hand, other than in connection with the services provided. Therefore, the Compensation Committee has concluded that AON is independent, as no conflict of interest exists between AON and the Corporation. Peer Group. The Compensation Committee believes that obtaining relevant market and peer group data is very important to making determinations about executive officer compensation. Such information provides a reference point for making decisions. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Compensation Committee also considers the practices of our competitors and the broader industry for recruiting and retaining talent.

  6. Determination of Named Executive Officer Compensation

    The Compensation Committee updates the peer group periodically based on a process that includes recommendations from internal sources, including the Finance and Human Resources departments, and external sources such as our independent compensation consultant, to reflect the companies against which the Corporation competes for executive talent or for shareholder investment. In November 2024, the Compensation Committee, with the assistance of external advisors, developed a new peer group for certain compensation decisions in 2025 due to the anticipated 50% increase in our asset size from the pending acquisition of Premier. The new peer group was defined using the following criteria: public bank holding companies with assets between $18 and $48 billion, headquartered in the Midwest, Mid-Atlantic, and Southeast. The chosen criteria reflect the anticipated 50% increase in our asset size from the acquisition of Premier. Based on these criteria, the Compensation Committee removed eight companies from the peer group and eight new companies met these criteria and were added to the peer group. The 2025 compensation peer group consisted of the following companies:

  7. Elements of 2025 Compensation

    | Element | Description | Purpose | | Base Salary | Fixed cash compensation based on each executive officer’s role, individual skills, experience, performance, geography, and positioning relative to market and internal equity | Base salaries are intended to provide stable compensation to executives, allows us to attract and retain superior executive talent and maintain a consistent, stable leadership team | | Short-Term Incentives: Annual Cash Incentive | Variable cash compensation based on the level of achievement of pre-determined annual corporate goals and individual performance | Annual cash incentive opportunities are designed to align our executive officers in achieving short-term goals; payout levels are generally determined based on actual financial results and the degree of achievement of Corporation and individual performance | | Long-Term Incentives: Equity-Based Compensation | Four distinct equity awards: Stock Options: Right to purchase shares at a price equal to the stock price on the grant date that vest over 18 months Restricted Stock: Time-based awards that cliff vest at three years Performance-Based Restricted Stock: Earned based on two financial measures relative to a peer group over a three-year performance period Performance-Based Restricted Stock: Earned based on TSR performance relative to a peer group for a three-year performance period | Equity based compensation is designed to motivate and reward executives to achieve multi-year strategic goals and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers for the long-term Links with stockholder value creation; aligns with stockholders; filters out macroeconomic and other factors not within management’s control |

  8. Elements of 2025 Compensation

    Base Salaries. Base salaries provide executives with fixed cash compensation to attract and retain highly qualified executives. The base salaries for the Corporation’s NEOs are typically effective in the second quarter of the year after the Corporation’s financial information and performance results from the previous year are available, although other adjustments are made occasionally to reflect changes in responsibility or other developments. In establishing base salaries for our NEOs, the Compensation Committee has relied on external market data obtained from outside sources and the salaries for comparable positions in the new peer group. In addition to considering the information obtained from such sources, the Compensation Committee has considered: Each NEO’s scope of responsibility • Each NEO’s years of experience • Types and amount of the elements of compensation to be paid to each NEO • Overall financial performance and performance with respect to other aspects of our operations, such as growth, asset quality, profitability, and other matters, including the status of our relationship with the banking regulatory agencies; and • Each NEO’s individual performance contributions to our Corporation-wide performance, including leadership, teamwork, and community service. For 2025, the Compensation Committee determined that base salaries for our NEOs would be increased. The Committee considered the fact that our size has grown after the acquisition of Premier, reviewed the competitive marketplace in the new peer group, current economic conditions and the individual pay factors, and determined that the increased base salaries were aligned with market practice in the industry and among peer companies. The Compensation Committee approved salary increases in 2025 for all NEOs, except for Mr. Richmond, after considering the factors listed above.

  9. Elements of 2025 Compensation

    (1) Ms. Pattishall-Krupinski received a 2025 base salary increase in connection with her promotion to Senior Executive Vice President and Chief Administrative Officer. (2) Mr. Richmond did not receive a 2025 base salary increase due to the negotiated Separation Agreement. Annual Cash Incentives. Annual incentive awards, in the form of annual cash bonuses, are made to our NEOs under the amended and restated Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan, which we refer to as the Incentive Plan and which was most recently approved by our stockholders on April 17, 2024. Our annual cash bonus is a short-term, non-equity incentive plan that is intended to motivate and reward the NEOs’ performance and contributions to our success and focus each NEO’s attention on specific goals. The plan provides an annual cash incentive based on the achievement of Corporation performance metrics and the execution of key initiatives for each NEO. Under the annual cash incentive, the amount of each NEO’s target bonus opportunity is determined as a percentage of the NEO’s base salary, with the actual payout amount determined based on corresponding performance and payout curves. Target Opportunities. The 2025 target annual cash incentive opportunities for our NEOs, expressed as a percentage of their base salary and a dollar amount, are detailed in the table below. The total annual bonus award paid to each NEO is determined based on the extent to which Corporation and individual goals are achieved with potential payouts ranging from 50% to 150% of each NEO’s target annual incentive award opportunity. There are no payouts for below-threshold performance. Performance between payout levels (i.e., threshold, target and maximum) is calculated using straight line interpolation. The CEO recommends the target annual cash incentive opportunity levels for each NEO other than the CEO to the Compensation Committee. The Compensation Committee reviews the CEO’s recommendations along with, as applicable, market data to ensure that proposed target opportunity levels provide an appropriate opportunity to earn bonuses and are competitive with the companies in the Corporation’s peer group. The Compensation Committee then approves the target opportunity levels for each NEO. The 2025 target annual cash incentive opportunity percentages for the CEO and Messrs. Weiss and Zatta were increased from 75% to 110%, 75% to 80%, and 75% to 80%, respectively, and for each of the other NEOs remained unchanged from 2024 based on the factors discussed above. The increased target opportunities were aligned with market practices given the growth in our size after the acquisition of Premier Financial Corp.

  10. Elements of 2025 Compensation

    As discussed further below in the section entitled “Mr. Richmond’s Separation of Service,” following Mr. Richmond’s separation from the Corporation, he is eligible for a target bonus payment in 2025, conditioned on the Corporation meeting incentive thresholds and if Mr. Weiss meets his target thresholds for 2025. If Mr. Weiss receives a bonus above or below target, Mr. Richmond is eligible to receive, on a pro-rated basis, up to 115% of target or as low as 0% of target, calculated as a percentage of what Mr. Weiss receives. Eligibility for Annual Incentive Awards. In general, the following thresholds must be satisfied for an executive to be eligible to receive an annual incentive award: (i) the executive must receive a “fully competent” performance rating; and (ii) the Corporation must meet the threshold level of the “overall corporate goal.” Performance Rating. Our CEO annually rates the performance of each of our other NEOs and assigns a performance rating to the executives based on the executive’s performance during the fiscal year, which is reviewed and approved by the Compensation Committee. The Compensation Committee evaluates the performance of our CEO and assigns his performance rating. For 2025, all of our NEOs received “fully competent” performance ratings. Performance Goals. The Compensation Committee determines payouts under the annual cash incentive program utilizing a structured, objective approach based upon the achievement of performance goals that include an overall corporate goal and individual performance goals for each of our NEOs. At the beginning of each year, the CEO recommends the Corporation performance goals to the Compensation Committee, and the Compensation Committee reviews the CEO’s recommendations and then makes a recommendation to the Board for approval. The Compensation Committee retains discretion to adjust the Corporation performance goals during and following the end of the year. Overall Corporate Goal. The Corporation’s overall corporate goal is based on our earnings per share (“EPS”) for a given fiscal year. The Compensation Committee set target performance levels based on management’s confidential business plan and budget, industry expectation, market opportunities and other factors the Compensation Committee believes are relevant. The EPS goal target for 2025 was increased compared to 2024 to reflect the full integration of Premier. The Compensation Committee may adjust the EPS goal, in its sole discretion, for items attributed to non-GAAP operating events impacting the Corporation’s operating results, such as mergers and acquisitions, unusual gains or losses, significant asset sales or other out-of-the ordinary or one-time events which significantly impact the normal operations, such as the non-recurring earnings impacts resulting from the acquisition. The Corporation must achieve at least the threshold for the overall corporate goal for NEOs to be eligible for an annual bonus payout. If the minimum overall corporate goal is not satisfied in a fiscal year, the Compensation Committee has the discretion to grant annual incentive awards for NEOs and may adjust individual performance targets, and determine the amount of an incentive award, accordingly. The Compensation Committee did not exercise discretion for the 2025 incentive bonus since the actual result was above the threshold minimum. For the 2025 fiscal year, the Compensation Committee reviewed the EPS results using both GAAP and non‑GAAP earnings and elected to use non-GAAP earnings in its analysis and determination. The Compensation Committee determined that the use of non-GAAP earnings was the appropriate benchmark for incentive bonuses for the year as there were one-time merger expenses included in GAAP earnings as well as the impact of a day one provision for credit losses on the acquired Premier loans, which is considered a non-recurring earnings impact. The threshold EPS for the “overall corporate goal” in 2025 was $2.397. Our non-GAAP EPS was $3.40 and we met the overall corporate goal. For a reconciliation of non-GAAP financial measures, please see "Non-GAAP Measures" in the Corporation's Annual Report on Form 10-K filed with the SEC on March 2, 2026. Because the overall corporate goal and the individual performance ratings have been satisfied at the eligibility threshold level as discussed above, the Compensation Committee determined the amount of an executive’s annual cash incentive award based on the executive’s target incentive award and the performance on the individual performance goals discussed below. Individual Performance Goals. The Compensation Committee also sets individual performance targets and weighting assigned to each target. For 2025, all our NEOs’ performance targets and their respective weightings were the same and were based on the following Corporation measures: core EPS, pre-tax, pre-provision EPS, nonperforming assets ratio of less than 1.5%, net charge offs to total average loans of less than 0.30%, and regulatory/compliance results. These goals are established through the business planning process which develops an annual budget and are then recommended to the Compensation Committee by our CEO. The Compensation Committee then establishes the performance targets based in part on such recommendations. The targets are set so that they are attainable if the Corporation meets its budgeted goals for the year. The 2025 goal targets were adjusted compared to 2024 to reflect the full integration of Premier. The individual performance also include a Committee discretion portion with 30% assigned weighting. The Committee discretion portion is determined by the Compensation Committee utilizing a number of factors, including: (i) attainment of goals, (ii) opportunities for attainment, (iii) marketplace impact, (iv) competition, (v) effectiveness in performance and (vi) individual performance. Committee discretion represents 30% of the total annual bonus calculation and the Compensation Committee awarded the maximum performance level of 115% for that portion based on total results for 2025. All our NEO's individual performance goals were achieved at 115% of the target metrics for 2025 as shown in the following chart with a detailed schedule of the performance metrics targets, and weighted performance level on each metric:

  11. Elements of 2025 Compensation

    | Performance Goals | Weighting | Threshold | Target | Maximum | 2025 Actual Result | 2025 Performance Level | 2025 Weighted Performance % | | Core EPS (1) | 15% | $2.397 | $2.82 | $3.243 | $3.40 | Maximum | 17.25% | | Pre-Tax Pre-Provision EPS (2) | 15% | $3.468 | $4.08 | $4.692 | $4.75 | Maximum | 17.25% | | Nonperforming Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.48% | Maximum | 17.25% | | Net Charge Offs to Total Average Loans | 15% | 0.58% | 0.50% | 0.43% | 0.01% | Maximum | 17.25% | | Regulatory Compliance Results | 10% | 85% | 100% | 115% | 115% | Maximum | 11.5% | | Committee Discretion | 30% | 85% | 100% | 115% | 115% | Maximum | 34.5% | | Total | 100% | | | | | | 115% |

  12. Elements of 2025 Compensation

    (1) Core EPS is net income available to common shareholders, excluding after-tax restructuring and merger related expenses and the day 1 provision for credit losses divided by diluted average common shares outstanding. For additional details and a reconciliation of Core EPS to GAAP financial measures, please see “Non-GAAP Measures” in the Corporation’s Annual Report on Form 10-K filed with the SEC on March 2, 2026. (2) Pre-Tax Pre-Provision EPS is income before provision for income taxes less restructuring and merger-related expenses and provision for credit losses divided by diluted average common shares outstanding. For additional details and a reconciliation of pre-tax pre-provision EPS to GAAP financial measures, please see “Non-GAAP Measures” in the Corporation’s Annual Report on Form 10-K filed with the SEC on March 2, 2026. Payout Determination. Our Compensation Committee determined the cash incentive compensation payout for 2025 performance based on achievement of the Corporation and individual performance elements described above, in accordance with the weighting for each element. Because the Corporation did meet the minimum level of each budgeted goal for 2025, our NEOs were eligible for bonuses, without the exercise of discretion by the Compensation Committee. Under our annual incentive program, the payout amounts are 50%, 100%, or 150% of Target Opportunity if the performance goals are achieved at threshold, target, or maximum, respectively. The performance goals were achieved at 115% maximum for 2025. As a result, the total annual cash bonus paid to each NEO for 2025 performance is at maximum 150% as set forth in the following table.

  13. Elements of 2025 Compensation

    | Name | Annual Incentive Opportunity | Achievement | Actual Payout |

  14. Elements of 2025 Compensation

    As discussed further below in the section entitled “Mr. Richmond’s Separation of Service,” Mr. Richmond’s 2025 annual bonus payout is determined in accordance with the Separation Agreement. Based on the terms of the Separation Agreement, Mr. Richmond’s annual bonus payout was $148,204, which is based on the annual bonus achievement and payout Mr. Weiss received for 2025 and representing 115% of Mr. Richmond's target bonus of $128,872. The Compensation Committee, at its discretion, may allocate a portion of the annual cash bonus award to a deferred payout period. The deferred payout portion is then spread ratably over a three-year period beginning in the third year following the award of compensation. Thus, the annual bonus may include both a currently paid portion and a deferred portion. The Compensation Committee believes the deferral serves as an executive retention incentive in that an executive terminating his or her employment before deferred amounts are paid out forfeits such unpaid amounts. The Compensation Committee did not allocate any portion to a deferred payment period for 2025. Long-Term Incentive Awards. Our Compensation Committee believes that long-term incentive compensation is an important component of our compensation program because it has the effect of retaining and motivating executives, aligning executives’ financial interests with the interests of stockholders, and rewarding the achievement of the Corporation’s long-term strategic goals. For 2025, the Compensation Committee continued its historical practice of granting all NEOs stock options, time-based restricted stock, and performance-based restricted stock awards. In consultation with our outside advisors and based on market data and NEO individual performance, the Compensation Committee determined the 2025 target long-term incentive opportunities as a percentage of base salary for each NEO. The target restricted stock opportunities, consisting of time-based restricted stock awards and shares of Performance-Based Stock Plan ("PBSP"), for Mr. Jackson, Mr. Weiss, and Mr. Zatta were increased in 2025 as a percentage of their respective base salary from 90% to 200%, 90% to 110%, and 90% to 110%, respectively, to provide market competitive pay and aligned with the range of the median, as determined by reference to comparable positions at the peer group companies. The number of equity awards is based on the dollar amount of the opportunities divided by the grant date fair value of the awards. In February 2025, our CEO was granted 2,787 shares of Total Shareholder Return Plan (“TSRP”) awards, and in May 2025, our CEO was granted 5,000 stock option awards, 49,593 shares of time-based restricted stock awards, and 12,398 shares of PBSP awards. In February 2026, we realized such annual grants inadvertently exceeded the 60,000-share calendar year individual limit imposed by our Incentive Plan. Accordingly, the excess shares of 12,565 time-based restricted stock were null and void. In addition, dividends accrued in his 2025 awards will be paid in cash when vested. The stock options granted in 2025 for executive officers, including all of the NEOs, vest one half on May 21, 2026, and the remaining one half on December 31, 2026, and are exercisable for a period of seven years. The time-based restricted stock granted in 2025 cliff vests in three years on May 21, 2028. As discussed further below, NEOs received two performance-based restricted stock awards in 2025 under our PBSP and TSRP that are each earned based on a three-year measurement period. The PBSP awards are earned based on the Corporation’s Return on Average Assets (“ROA”) and Return on Average Tangible Common Equity (“ROATCE”) compared to the 2025 Peer Group. The TSRP awards are earned based on the total shareholder return (“TSR”) of the Corporation relative to the TSR of a group of publicly traded companies deemed comparable by the Compensation Committee to the Corporation (the “TSR Peer Group”). 2025 Grant Summary

  15. Elements of 2025 Compensation

    | NEO | Options | | Restricted Stock | | PBSP | | TSRP | | | | # Granted | Fair Value ($) | # Granted | Fair Value ($) | # Granted at | Fair Value ($) | # Granted at | Fair Value ($) |

  16. Elements of 2025 Compensation

    TSRP Awards. The 2025 TSRP awards may be earned and vest upon the achievement of the Corporation’s TSR during a performance period from January 1, 2025, through December 31, 2027, relative to the companies in our TSR Peer Group. The TSR Peer Group for the 2025 - 2027 performance period is the 2025 peer group which is the peer group as described on page 19. As detailed in the chart below, the actual number of TSRP awards earned will be based on the percentile rank of the Corporation’s TSR relative to the TSRs of the companies in the TSR Peer Group. To prevent distortions, the opening values and closing values of a share of common stock for the TSRP, both of the Corporation and for each member of the TSR Peer Group, are determined using the sixty (60) day trailing average of trading prices of the common stock of the Corporation and of the common stock of each member of the TSR Peer Group immediately preceding the opening and closing of the performance period, respectively. Only dividends actually paid are included in determining TSR for the common stock of the Corporation and for the common stock of the members of the TSR Peer Group.

  17. Elements of 2025 Compensation

    | 2025 Performance Goals and Weights | | 2026 Performance Goals and Weights | | | Performance Goals | Weight | Performance Goals | Weight | | Pre-Tax Pre-Provision EPS | 15% | Core Pre-Tax, Pre-Provision Earnings net of Charge Offs | 20% | | Core Earnings Per Share | 15% | Core Earnings Per Share | 20% | | Non-performing Assets of Total Gross Loans | 15% | Operating Expense Management | 20% | | Net Charge Offs to Total Average Loans | 15% | Net Charge Offs to Total Average Loans | 20% | | Regulatory/Compliance Results | 10% | Committee Discretion | 20% | | Committee Discretion | 30% | | |

  18. Elements of 2025 Compensation

    New 2026 Long-Term Incentive Plan. Performance-based restricted stock units (“PRSUs”) for 2026 under the long-term incentive plan will be measured relative to peers and will be based on 3-year average ROATCE. Performance on this core goal will result in an initial number of PRSUs, if any, earned between 50% and 200% of target. The initial result will be modified by the relative TSR performance up or down by up to 20%.

  19. Elements of 2025 Compensation

    | Relative ROATCE | 25th percentile | 50th percentile | 75th percentile | | Initial Payout (% of Target) | 50% | 100% | 200% | | Initial Payout is Multiplied by the Relative TSR Modifier | | | | | Relative TSR | 25th percentile | 50th percentile | 75th percentile | | Modifier (% of Initial Payout) | 80% | 100% | 120% |

  20. Elements of 2025 Compensation

    Retirement Plans. The Corporation maintains a defined benefit pension plan, which we refer to as the Defined Benefit Plan, for all employees employed prior to August 1, 2007, a 401(k) Plan for all employees, and a Supplemental Employee Retirement Plan, which we refer to as the SERP, for certain executive officers, including our NEOs. Defined Benefit Plan. Under the Defined Benefit Plan, which is compulsory and noncontributory, the compensation covered is the salary of a participant as limited by applicable IRS regulations. The benefit payable under the Defined Benefit Plan is a function of a participant’s highest consecutive five-year average annual covered compensation during the ten years immediately prior to retirement and credited years-of-service while a plan participant. The Corporation closed the Defined Benefit Plan to new participants effective August 1, 2007, and the plan has not accepted new participants since that date. Mr. Jackson, Mr. Weiss, Mr. Zatta and Ms. Pattishall-Krupinski are not eligible to participate in the Defined Benefit Plan. Mr. Perkins does and Mr. Richmond did participate in the Defined Benefit Plan. The Defined Benefit Plan has a maximum individual annuity payout of $60,000 per year. Under current IRS rules only annual compensation of $350,000 (for 2025) or less is considered covered compensation for Defined Benefit Plan purposes. The Defined Benefit Plan is administered by a Committee appointed by the Board of the Corporation. Wesbanco 401(k) Plan. The Wesbanco 401(k) Plan (the “401(k) Plan”) is a deferred savings plan under Section 401(k) of the Internal Revenue Code (the "Code"). The previous employee stock ownership feature of the 401(k) Plan (the “ESOP”) was adopted by the Corporation on December 31, 1986, and the 401(k) Plan was amended in 2023 to eliminate that feature. All employees of the Corporation, together with all employees of our subsidiary companies which adopt the 401(k) Plan, are eligible to participate in the 401(k) Plan on the first day of the month following completion of sixty (60) days of service and attaining age 21. The 401(k) Plan is administered by a Committee appointed by the Board of the Corporation. SERP. The Corporation maintains a supplemental executive retirement plan (the “SERP”) for certain of its executive officers, but excluding the NEOs, except for Mr. Jackson, Mr. Weiss and Mr. Richmond. Although benefits under the SERP are unsecured, the Corporation funds payment of certain of such benefits through bank owned life insurance arrangements where appropriate or available. The SERP is a non-qualified retirement benefit. See the "Pension Benefit Table" on page 39. The SERP provides for payment of a scheduled annual benefit at normal retirement age of 65 of a fixed amount which was set at the time of adoption, payable annually for a period of 10 years. The plan further provides, pursuant to a schedule, for (i) a reduced early retirement benefit, (ii) a disability retirement benefit, and (iii) for certain officers, a benefit payable upon a termination of employment other than due to death, disability or retirement within three years after a change of control (as defined in the plan) of the Corporation. Each of these annual benefits is payable in monthly installments for a period of 10 years beginning with the month following the later of (i) date that the executive attains age 65, or (ii) retires. Death benefits also are payable under the SERP. If the executive dies prior to any termination of employment with the Corporation, the executive’s designated beneficiary is entitled to a payment of a death benefit under a split dollar life insurance agreement. If the executive dies after payment of retirement benefits under the SERP has commenced, any remaining benefit payments will be paid to the executive’s designated beneficiary in the same manner as they would have been paid to the executive. In addition, if the executive dies after termination of employment with the Corporation and prior to the commencement of any payment of retirement benefits under the SERP, the executive’s designated beneficiary will be entitled to receive payment of the executive’s retirement benefit under the SERP beginning with the month following the executive’s death. The SERP agreements provide for an annual benefit of $500,000 for Mr. Jackson and $250,000 for Mr. Weiss beginning at age 65 for a period of ten years. Both agreements provide a reduced early retirement option at age 60 that is reduced by 10% per year for each year from the normal retirement age. Additionally, both agreements provide for an immediate disability benefit from inception through normal retirement at 50% of the annual benefit then accrued. They also provide for an immediate death benefit equivalent to 50% of the total SERP benefit payable for the ten-year period. The agreements each contain a change in control double trigger provision. If there is a change in control, and a qualifying without cause or for good reason termination, the benefit is fully vested at normal or early retirement as provided in the agreement. Why We Maintain the Defined Benefit Plan, 401(k) Plan and SERP. The Corporation is a product of an active mergers and acquisitions program and we have evolved and grown from a local community bank into a regional bank holding company over a period of years. Historically, we maintained a single form of pension benefit, which is the Defined Benefit Plan. Many of our long-term employees have significant vested benefits under the Defined Benefit Plan and, therefore, the plan has been viewed as an important source of financial security to the vast majority of long-term employees. However, due to the costs of administration of the Defined Benefit Plan and the caps in benefits payable under the plan, its flexibility in meeting the retirement needs of our executive officers became problematic. Additionally, as acquisitions and recruitment brought into the Corporation new employees with limited vesting opportunities under the Defined Benefit Plan and experience with more flexible salary replacement retirement programs, the need to offer a broader array of retirement benefits became a competitive necessity. The Executive Committee recommended the closure of the Defined Benefit Plan to new participants in 2007, which was approved by the Board and implemented by plan amendment. Additionally, the limitations and costs of our Defined Benefit Plan caused us to pursue other strategies designed to provide salary replacement programs for retirement planning for our executive officers. Recruitment of experienced executive officers also required more flexible benefit programs to offset career change disadvantages and to offer offsetting benefit programs. The Corporation adopted an employee stock ownership plan in 1986, which evolved into a 401(k) benefit plan, and which was enhanced in 2005 to make it more competitive. The Compensation Committee believes that the benefit plans offered are competitive with those provided by other banks with which we compete for executive talent.

  21. Additional Compensation Policies and Practices

    Additional Compensation Policies and Practices Tax Deductibility of Compensation. Under Section 162(m) of the Code (“Section 162(m)”), publicly held corporations generally may not take an income tax deduction for compensation in excess of $1 million paid to certain individuals, including NEOs during any fiscal year. There was an exception to the $1 million limitation for performance-based compensation meeting certain requirements which was eliminated by the Tax Cuts and Jobs Act of 2017 for tax years beginning January 1, 2018. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, our Compensation Committee has not adopted a policy requiring all compensation to be deductible. However, the Compensation Committee considers deductibility under Section 162(m) with respect to compensation arrangements for executive officers. Accounting for Stock-Based Compensation. We follow The Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share- based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our NEOs as required by the applicable SEC rules. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award. For performance-based awards (including PSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives. Our Policies With Respect to Granting Equity Awards. Equity awards may be granted by either the Compensation Committee or the full Board. The Board generally does not grant equity awards, although the Compensation Committee regularly reports its activity, including approval of grants, to the Board. Timing of Grants. Equity awards are granted at a regularly scheduled meeting of the Compensation Committee. With the exception of TSR awards granted under the TSRP, which are usually granted at the Compensation Committee’s meeting in February, other equity awards are typically granted at the Compensation Committee meeting occurring approximately one month after our annual stockholders meeting and the Compensation Committee also approves salary adjustments at this meeting. On limited occasions, grants may occur at an interim meeting of the Compensation Committee, primarily for the purpose of approving a compensation package for newly hired or promoted executives. The timing of these grants is driven solely by the activity related to the need for the hiring or promotion and not our stock price or the timing of any release of corporate information. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards. The Compensation Committee does not time the release of material non-public information to effect the value of executive compensation. Stock Option Exercise Price. The exercise price of a newly granted stock option (that is, not an option assumed in, or granted in connection with, an acquisition) is the closing price on the Nasdaq on the day before the date of grant as set forth in the Incentive Plan. Incentive-Based Compensation Clawback Policy. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a clawback policy which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023. Stock Ownership Guidelines. The Compensation Committee has adopted shareholding guidelines for those officers participating in the TSR Plan, including the NEOs. Under the guidelines the target for the CEO is to hold shares of Corporation common stock worth three times his annual base salary and each other NEO hold one and one half times his or her annual base salary. Each executive officer generally has five years to achieve the minimum ownership requirement. In addition to shares held outright, unvested restricted stock subject only to a time-vesting condition counts towards the ownership threshold. Performance-based awards and unexercised options do not count towards the ownership threshold. As of year-end 2025, all of our NEOs exceed their current ownership requirement. Anti-Hedging and Anti-Margin Account Policies. The Corporation’s Insider Trading Policy prohibits the Corporation’s directors, officers and other employees from engaging in hedging transactions designed to offset decreases in the market value of the Corporation’s securities, including certain forms of hedging and monetization transactions, such as “zero-cost collars” and “prepaid variable forward contracts.” The Corporation’s Insider Trading Policy also prohibits the Corporation’s directors, officers, and other employees from purchasing the Corporation’s securities on margin and borrowing against any account in which the Corporation’s securities are held. Compensation Risk Assessment. The Compensation Committee, with the assistance of its independent compensation consultant, assesses and considers potential risks when reviewing and approving our compensation programs, policies and practices for our executive officers and our employees. We design our compensation programs, including our incentive compensation plans, with features to address potential risks while rewarding employees for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Based upon its assessment, the Committee believes that any risks arising from our compensation programs do not create disproportionate incentives for our employees to take risks that are reasonably likely to have a material adverse effect on us.

  22. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  23. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary1 ($) | Bonus ($) | Stock Awards2 ($) | Option Awards3 ($) | Non-Equity Incentive Plan Compensation4 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings5 ($) | All Other Compensation6 ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey H. Jackson | 2025 | $962,325 | $— | $1,685,520 | $29,300 | $1,633,500 | $167,942 | $205,393 | $4,683,980 | | President & Chief | 2024 | $913,497 | $— | $838,786 | $34,300 | $767,262 | $— | $110,095 | $2,663,940 | | Executive Officer | 2023 | $855,508 | $637,500 | $691,584 | $26,350 | $— | $— | $52,877 | $2,263,819 | | Daniel K. Weiss, Jr. | 2025 | $481,155 | $— | $597,946 | $13,185 | $594,000 | $28,838 | $95,893 | $1,811,017 | | Sr. Executive Vice | 2024 | $424,215 | $— | $344,516 | $15,435 | $383,609 | $— | $55,105 | $1,222,880 | | President & Chief | 2023 | $342,475 | $261,105 | $330,740 | $11,858 | $— | $— | $37,544 | $983,722 | | Financial Officer | | | | | | | | | | | Jayson M. Zatta | 2025 | $565,733 | $— | $671,308 | $13,185 | $690,065 | $— | $138,808 | $2,079,099 | | Sr. Executive Vice | 2024 | $560,906 | $— | $519,147 | $15,435 | $469,550 | $— | $88,842 | $1,653,880 | | President & Chief | 2023 | $516,052 | $393,441 | $498,341 | $11,858 | $— | $— | $54,447 | $1,474,139 | | Banking Officer | | | | | | | | | | | Michael L. Perkins | 2025 | $388,355 | $— | $376,629 | $13,185 | $450,017 | $33,249 | $88,323 | $1,349,758 | | Sr. Executive Vice | 2024 | $376,470 | $— | $348,462 | $15,435 | $315,154 | $— | $52,984 | $1,108,505 | | President & Chief | 2023 | $346,365 | $264,071 | $334,487 | $11,858 | $— | $41,134 | $39,413 | $1,037,328 | | Risk Officer | | | | | | | | | | | Jan M. Pattishall-Krupinski | 2025 | $399,650 | $— | $365,734 | $13,185 | $478,188 | $— | $64,334 | $1,321,091 | | Sr. Executive Vice | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | President & Chief | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Administrative Officer | | | | | | | | | | | Brent E. Richmond | 2025 | $190,262 | $— | $279,899 | $11,720 | $148,204 | $43,569 | $1,502,272 | $2,175,926 | | Former Executive | 2024 | $328,082 | $— | $256,763 | $13,720 | $124,247 | $6,028 | $41,325 | $770,165 | | Vice President | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Treasury & Profitability | | | | | | | | | |

  24. SUMMARY COMPENSATION TABLE

    Includes amounts deferred under the Deferred Compensation Plan, which is described on page 40. The amounts reported reflect mid-year base salary adjustments. 2. Amounts for 2025 reflect the dollar amount of the aggregate grant date fair value of restricted stock awards granted during 2025 (including PBSP with a performance period 2026-2028) and TSR awards granted in 2025 with respect to the 2025-2027 performance period, computed in accordance with Financial Accounting Standards Codification Topic 718 ("ASC Topic 718"). However, as prescribed by SEC rules, these amounts exclude estimates of forfeitures related to service-based vesting conditions. Refer to Note 13 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2025 for the relevant assumptions used to determine the valuation of restricted stock awards and TSR awards. These time based restricted stock awards cliff vest on May 21, 2028, the PBSP awards will 50% vest on May 21, 2029 and 50% on May 19, 2030, and the TSRP awards will cliff vest on December 31, 2027. 3. Amounts in this column reflect the dollar amount of the aggregate grant date fair value of stock option awards granted during the applicable fiscal year, computed in accordance with ASC Topic 718. However, as prescribed by SEC rules, these amounts exclude estimates of forfeitures related to service-based vesting conditions. Refer to Note 13 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2025 for the relevant assumptions used to determine the valuation of stock option awards. Unvested options will vest 50% on May 21, 2026 and vest 50% on December 31, 2026. 4. Amounts in this column reflect annual cash incentive awards pursuant to the Key Executive Incentive Bonus, Option and Restricted Stock Plan. Certain of these amounts have been deferred under the Wesbanco, Inc. Deferred Compensation Plan and are reported in the "Executive Contributions in Last Fiscal Year" column of the Nonqualified Deferred Compensation table on page 40. 5. The amounts in this column reflect the actuarial increase in the present value of the named executive officer's benefits under all of our pension plans, except the 401(k) plan, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, except that retirement age is assumed to be normal retirement age as defined in the applicable plan, and includes amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested. Includes all other compensation as described in the table entitled “All Other Compensation” on page 32.

  25. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  26. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards6 | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards4 | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | (l) | | Jeffrey H. Jackson | | $544,500 | $1,089,000 | $1,633,500 | | | | | | | | | | | | | | President & Chief | 5/21/2025 | | | | | | | | | | 37,028 | 1 | | | | $1,182,666 | | Executive Officer | 5/21/2025 | | | | 9,299 | 2 | 12,398 | 2 | 12,398 | 2 | | | | | | $396,000 | | | 5/21/2025 | | | | | | | | | | | | 5,000 | 3 | $31.94 | $29,300 | | | 2/21/2025 | | | | 0 | | 2,787 | 5 | 5,574 | 5 | | | | | | $106,854 | | Daniel K. Weiss, Jr | | $198,000 | $396,000 | $594,000 | | | | | | | | | | | | | | Sr. Executive Vice | 5/21/2025 | | | | | | | | | | 13,638 | 1 | | | | $435,600 | | President & Chief | 5/21/2025 | | | | 2,557 | 2 | 3,410 | 2 | 3,410 | 2 | | | | | | $108,900 | | Financial Officer | 5/21/2025 | | | | | | | | | | | | 2,250 | 3 | $31.94 | $13,185 | | | 2/21/2025 | | | | 0 | | 1,394 | 5 | 2,788 | 5 | | | | | | $53,446 | | Jayson M. Zatta | | $230,021 | $460,043 | $690,065 | | | | | | | | | | | | | | Sr. Executive Vice | 5/21/2025 | | | | | | | | | | 15,176 | 1 | | | | $484,720 | | President & Chief | 5/21/2025 | | | | 2,845 | 2 | 3,794 | 2 | 3,794 | 2 | | | | | | $121,180 | | Banking Officer | 5/21/2025 | | | | | | | | | | | | 2,250 | 3 | $31.94 | $13,185 | | | 2/21/2025 | | | | 0 | | 1,706 | 5 | 3,412 | 5 | | | | | | $65,408 | | Michael L. Perkins | | $150,005 | $300,011 | $450,017 | | | | | | | | | | | | | | Sr. Executive | 5/21/2025 | | | | | | | | | | 8,334 | 1 | | | | $266,183 | | Vice President & | 5/21/2025 | | | | 1,563 | 2 | 2,083 | 2 | 2,083 | 2 | | | | | | $66,546 | | Chief Risk Officer | 5/21/2025 | | | | | | | | | | | | 2,250 | 3 | $31.94 | $13,185 | | | 2/21/2025 | | | | 0 | | 1,145 | 5 | 2,290 | 5 | | | | | | $43,899 | | Jan M. Pattishall-Krupinski | | $159,396 | $318,792 | $478,188 | | | | | | | | | | | | | | Sr. Executive Vice | 5/21/2025 | | | | | | | | | | 8,093 | 1 | | | | $258,480 | | President & Chief | 5/21/2025 | | | | 1,517 | 2 | 2,023 | 2 | 2,023 | 2 | | | | | | $64,620 | | Administrative Officer | 5/21/2025 | | | | | | | | | | | | 2,250 | 3 | $31.94 | $13,185 | | | 2/21/2025 | | | | 0 | | 1,112 | 5 | 2,224 | 5 | | | | | | $42,634 | | Brent E. Richmond | | $64,436 | $128,872 | $193,308 | | | | | | | | | | | | | | Former Executive Vice | 5/21/2025 | | | | | | | | | | 6,052 | 1 | | | | $193,308 | | President Treasury | 5/21/2025 | | | | 1,135 | 2 | 1,513 | 2 | 1,513 | 2 | | | | | | $48,327 | | & Profitability | 5/21/2025 | | | | | | | | | | | | 2,000 | 3 | $31.94 | $11,720 | | | 2/21/2025 | | | | 0 | | 998 | 5 | 1,996 | 5 | | | | | | $38,263 |

  27. GRANTS OF PLAN-BASED AWARDS

    Restricted stock grants cliff vest 100% on May 21, 2028. All grants in this table were made under the Incentive Plan. 2. Performance based restricted shares. Performance based measurement period 2026-2028. See "Description of PBSP" under "Compensation Discussion and Analysis" above for more information. 3. Options vest 50% on May 21, 2026 with the remaining 50% vesting on December 31, 2026. 4. Amounts in this column reflect the dollar amount of the aggregate grant date fair value of restricted stock, performance based restricted stock, stock option, and TSRP awards granted during the applicable fiscal year, computed in accordance with Financial Accounting Standards Board ASC Topic 718. Refer to Note 13 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2025 for the relevant assumptions used to determine the valuation of restricted stock, stock option, and TSR awards. 5. Represents TSRP award shares for the 2025-2027 performance period. See "Description of TSRP" under "Compensation Discussion and Analysis" above for more information. Represents annual cash incentive compensation opportunities. The actual amounts paid to our named executive officers are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in “Compensation Discussion and Analysis” above.

  28. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  29. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | | (d) | (e) | (f) | (g) | | (h)8 | (i) | | (j)8 | | Jeffrey H. Jackson | 5,000 | — | | — | $24.91 | 5/24/2030 | 22,588 | 2 | $750,825 | 2,664 | 9 | $88,551 | | President & Chief | 5,000 | — | | — | $28.60 | 5/15/2031 | 22,699 | 3 | $754,515 | 2,787 | 10 | $92,640 | | Executive Officer | — | 5,000 | 1 | — | $31.94 | 5/21/2032 | 37,887 | 4 | $1,259,356 | 4,885 | 13 | $162,366 | | | | | | | | | | | | 5,350 | 14 | $177,834 | | | | | | | | | | | | 12,398 | 15 | $412,118 | | Daniel K. Weiss, Jr. | 1,500 | — | | — | $38.93 | 5/15/2026 | 10,810 | 2 | $359,324 | 1,091 | 9 | $36,265 | | Sr. Executive Vice | 750 | — | | — | $21.55 | 5/27/2027 | 9,299 | 3 | $309,099 | 1,394 | 10 | $46,337 | | President & Chief | 750 | — | | — | $38.78 | 5/19/2028 | 13,954 | 4 | $463,831 | 604 | 11 | $20,066 | | Financial Officer | 2,250 | — | | — | $32.30 | 5/18/2029 | 187 | 5 | $6,216 | 1,613 | 13 | $53,605 | | | 2,250 | — | | — | $24.91 | 5/24/2030 | 1,026 | 6 | $34,104 | 2,191 | 14 | $72,829 | | | 2,250 | — | | — | $28.60 | 5/15/2031 | 677 | 7 | $22,503 | 3,410 | 15 | $113,332 | | | — | 2,250 | 1 | — | $31.94 | 5/21/2032 | | | | | | | | Jayson M. Zatta | 2,250 | — | | — | $38.93 | 5/15/2026 | 16,290 | 2 | $541,480 | 1,644 | 9 | $54,647 | | Sr. Executive Vice | 2,250 | — | | — | $38.78 | 5/19/2028 | 14,011 | 3 | $465,726 | 1,112 | 10 | $36,963 | | President & Chief | 2,250 | — | | — | $32.30 | 5/18/2029 | 15,528 | 4 | $516,151 | 884 | 11 | $29,384 | | Banking Officer | 2,250 | — | | — | $24.91 | 5/24/2030 | 739 | 5 | $24,564 | 2,429 | 13 | $80,751 | | | 2,250 | — | | — | $28.60 | 5/15/2031 | 1,503 | 6 | $49,960 | 3,302 | 14 | $109,758 | | | — | 2,250 | 1 | — | $31.94 | 5/21/2032 | 1,020 | 7 | $33,905 | 3,794 | 15 | $126,112 | | | | | | | | | 445 | 12 | $14,792 | | | | | Michael L. Perkins | 2,250 | — | | — | $38.93 | 5/15/2026 | 10,933 | 2 | $363,413 | 1,104 | 9 | $36,697 | | Sr. Executive Vice | 2,250 | — | | — | $38.78 | 5/19/2028 | 9,404 | 3 | $312,589 | 1,112 | 10 | $36,963 | | President & Chief | 2,250 | — | | — | $32.30 | 5/18/2029 | 8,527 | 4 | $283,437 | 593 | 11 | $19,722 | | Risk Officer | 2,250 | — | | — | $24.91 | 5/24/2030 | 496 | 5 | $16,487 | 1,631 | 13 | $54,203 | | | 2,250 | — | | — | $28.60 | 5/15/2031 | 1,009 | 6 | $33,539 | 2,216 | 14 | $73,660 | | | — | 2,250 | 1 | — | $31.94 | 5/21/2032 | 685 | 7 | $22,769 | 2,083 | 15 | $69,254 | | | | | | | | | 298 | 12 | $9,906 | | | | | Jan M. Pattishall-Krupinski | 750 | — | | — | $38.93 | 5/15/2026 | 5,425 | 2 | $180,327 | 862 | 9 | $28,653 | | Sr. Executive Vice | 500 | — | | — | $21.55 | 5/27/2027 | 4,896 | 3 | $162,743 | 1,112 | 10 | $36,963 | | President & Chief | 2,000 | — | | — | $38.78 | 5/19/2028 | 8,281 | 4 | $275,260 | 292 | 11 | $9,695 | | Administrative | 2,250 | — | | — | $32.30 | 5/18/2029 | 313 | 5 | $10,404 | 809 | 13 | $26,902 | | Officer | 2,250 | — | | — | $24.91 | 5/24/2030 | 496 | 6 | $16,487 | 1,154 | 14 | $38,359 | | | 2,250 | — | | — | $28.60 | 5/15/2031 | 340 | 7 | $11,302 | 2,023 | 15 | $67,250 | | | — | 2,250 | 1 | | $31.94 | 5/21/2032 | 235 | 12 | $7,811 | | | | | Brent E. Richmond | 2,000 | — | | — | $38.93 | 5/15/2026 | 7,939 | 2 | $263,892 | 962 | 9 | $31,977 | | Former Executive Vice | 2,000 | — | | — | $38.78 | 5/19/2028 | 6,829 | 3 | $226,996 | 1,145 | 10 | $38,060 | | President Treasury | 2,000 | — | | — | $32.30 | 5/18/2029 | 6,192 | 4 | $205,822 | 422 | 11 | $14,038 | | & Profitability | 2,000 | — | | — | $24.91 | 5/24/2030 | 466 | 5 | $15,490 | 1,185 | 13 | $39,378 | | | 2,000 | — | | — | $28.60 | 5/15/2031 | 718 | 6 | $23,866 | 1,609 | 14 | $53,483 | | | — | 2,000 | 1 | — | $31.94 | 5/21/2032 | 498 | 7 | $16,554 | 1,513 | 15 | $50,294 | | | | | | | | | 280 | 12 | $9,307 | | | |

  30. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Options vest 50% on May 21, 2026 with the remaining 50% vesting on December 31, 2026. 2. Restricted stock cliff vests on May 24, 2026. 3. Restricted stock cliff vests on May 15, 2027. 4. Restricted stock cliff vests on May 21, 2028. 5. Represents shares achieved under PBSP awards that are currently restricted and will cliff vest on May 19, 2026. 6. Represents shares achieved under PBSP awards that are currently restricted of which 50% will cliff vest on May 18, 2026 and 50% will cliff vest on May 18, 2027. 7. Represents shares achieved under PBSP awards that are currently restricted of which 50% will cliff vest on May 24, 2027 and 50% will cliff vest on May 24, 2028. 8. Stock price as of close of business on December 31, 2025 used to value the restricted stock was $33.24 per share. 9. Represents the number of shares that would be awarded if target performance was achieved under TSRP awards for the 2024-2026 performance measurement period, which vest in three equal tranches as of December 31, 2026, December 31, 2027 and December 31, 2028. Represents the number of shares that would be awarded if target performance was achieved under TSRP awards for the 2025-2027 performance measurement period, which cliff vests as of December 31, 2027. Represents the number of shares that would be awarded if target performance was achieved under PBSP awards for the 2023-2025 performance measurement period, which vest in two equal tranches as of May 18, 2026 and May 18, 2027, respectively. Represents shares achieved under TSRP that are currently restricted and cliff vest on February 21, 2026. 13. Represents the number of shares that would be awarded if target performance was achieved under PBSP awards for the 2024-2026 performance measurement period, which vest in two equal tranches as of May 24, 2027 and May 24, 2028, respectively. 14. Represents the number of shares that would be awarded if target performance was achieved under PBSP awards for the 2025-2027 performance measurement period, which vest in two equal tranches as of May 15, 2028 and May 15, 2029, respectively. 15. Represents the number of shares that would be awarded if target performance was achieved under PBSP awards for the 2026-2028 performance measurement period, which vest in two equal tranches as of May 21, 2029 and May 21, 2030, respectively.

  31. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  32. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($)2 | | (a) | (b) | (c) | (d) | (e) | | Jeffrey H. Jackson | — | $— | 14,223 | $479,315 | | President & Chief Executive Officer | | | | | | Daniel K. Weiss, Jr | — | $— | 8,672 | $278,336 | | Sr. Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | — | $— | 14,311 | $460,588 | | Sr. Executive Vice President & Chief Banking Officer | | | | | | Michael L. Perkins | — | $— | 9,604 | $309,093 | | Sr. Executive Vice President & Chief Risk Officer | | | | | | Jan M. Pattishall-Krupinski | — | $— | 4,870 | $157,292 | | Sr. Executive Vice President & Chief Administrative Officer | | | | | | Brent E. Richmond | — | $— | 10,553 | $335,235 | | Former Executive Vice President Treasury & Profitability | | | | |

  33. OPTION EXERCISES AND STOCK VESTED

    1. Shares which vested during 2025. Includes dividends vested during 2025. Based on the closing stock price on the date of vesting (or if the vesting date is not a trading date, the immediately preceding trading day).

  34. Pension Benefits

    Pension Benefits The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each such named executive officer, under the Defined Benefit Plan, determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. Information regarding the Defined Benefit Plan and the SERP can be found in the text following the table and in the section titled "Potential Payments Upon Termination or Change in Control - SERP" section beginning on page 40.

  35. PENSION BENEFITS

    PENSION BENEFITS

  36. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | ( c ) | (d) | (e) | | Jeffrey H. Jackson | Executive Officer | 1 | $195,127 | $27,185 | | President & Chief Executive Officer | Supplemental Retirement Plan | | | | | Daniel K. Weiss, Jr | Executive Officer | 1 | $33,506 | $4,668 | | Sr. Executive Vice President & Chief Financial Officer | Supplemental Retirement Plan | | | | | Jayson M. Zatta | — | 0 | $— | $— | | Sr. Executive Vice President & Chief Banking Officer | | | | | | Michael L. Perkins | Wesbanco, Inc. | 30.5 | $517,227 | $— | | Sr. Executive Vice President & Chief Risk Officer | Defined Benefit Pension Plan | | | | | Jan M. Pattishall-Krupinski | — | 0 | $— | $— | | Sr. Executive Vice President & Chief Administrative Officer | | | | | | Brent E. Richmond | Wesbanco, Inc. | 23.83 | $605,566 | $— | | Former Executive Vice President | Defined Benefit Pension Plan | | | | | Treasury & Profitability | Executive Officer | 20 | $77,075 | $— | | | Supplemental Retirement Plan | | | |

  37. PENSION BENEFITS

    The Corporation maintains the Defined Benefit Plan for all employees employed prior to August 1, 2007, and for certain executive officers. The preceding pension benefits table lists the actuarial present value of the retirement benefits an executive officer would receive if he or she retired at age 65. Amounts are based on a full life annuity form for the defined benefit plan. The values reflected in the “Present Value of Accumulated Benefit” column of the “Pension Benefits” table are equal to the actuarial present value of each officer’s accrued benefit under the applicable plan as of December 31, 2025, using the same actuarial factors and assumptions used for financial statement reporting purposes. These assumptions are described in Note 12 under Part II, Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the year ended December 31, 2025. Under the Defined Benefit Plan, a participant’s compensation covered by the Corporation’s pension plan is cash compensation reported on the Form W-2 plus 401(k) Plan elective deferrals and Section 125 contributions made by the employee (as reported in the “Summary Compensation Table”), for the 60 consecutive months out of the last 120 consecutive months of the participant’s career for which such average is the highest, or in the case of a participant who has been employed for less than 60 months, the period of his employment with the Corporation. The plan benefit is not subject to any offset for social security benefits. Under current IRS rules only annual compensation of $350,000 (for 2025) or less is considered covered compensation for defined benefit plan purposes. However, the plan benefit has a maximum individual annuity payment of $60,000 per year. The Corporation closed the Defined Benefit Plan to new participants effective August 1, 2007, and the plan has not accepted new participants since that date. For additional information regarding the Supplemental Retirement Plan, see page 26 in the "Compensation Discussion and Analysis" above.

  38. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  39. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | (a) | (b)1 | (c)1 | (d)2 | (e) | (f)3 | | Jeffrey H. Jackson | $129,999 | $29,700 | $1,201 | $— | $135,963 | | President & Chief Executive Officer | | | | | | | Daniel K. Weiss, Jr. | $— | $14,850 | $28,839 | $— | $349,305 | | Sr. Executive Vice President & Chief Financial Officer | | | | | | | Jayson M. Zatta | $114,305 | $17,252 | $201,658 | $— | $3,464,642 | | Sr. Executive Vice President & Chief Banking Officer | | | | | | | Michael L. Perkins | $22,501 | $8,000 | $— | $— | $107,552 | | Sr. Executive Vice President & Chief Risk Officer | | | | | | | Jan M. Pattishall Krupinski | $63,874 | $12,752 | $21,141 | $— | $332,479 | | Sr. Executive Vice President & Chief Administrative Officer | | | | | | | Brent E. Richmond | $— | $— | $— | $— | $108,641 | | Former Executive Vice President Treasury & Profitability | | | | | |

  40. NONQUALIFIED DEFERRED COMPENSATION

    1. Entire amounts listed in both the "Executive Contributions in Last FY($)" and "Registrant Contributions in Last FY($)" were included in "Summary Compensation Table" on page 31. 2. These amounts were not included in the "Summary Compensation Table" on page 31. 3. Of the aggregate balances presented in this column, the following amounts were reported as compensation in the Summary Compensation Table in prior years: $76,088 (Mr. Jackson), $55,696 (Mr. Weiss), $1,226,712 (Mr. Zatta), $20,598 (Mr. Perkins), $88,669 (Mr. Richmond); Ms. Pattishall-Krupinski had no previous contributions reported. The Corporation’s non-qualified Deferred Compensation Plan permits voluntary participation by employees specifically named by the Compensation Committee, including the named executive officers. The plan was adopted to meet the requirements of the American Jobs Creation Act of 2004 and its implementing regulations. The plan permits participating executive officers to elect in advance to defer from 1% to 100% of base salary and bonus into the plan on an annual basis. The plan permits, but does not require, the Corporation to make matching contributions with respect to participating employees. Employer contributions to the plan for individual participants require the approval of the Compensation Committee. Balances for participating employees and directors are deemed invested in investment vehicles permitted from time to time by the Board of Directors in advance and credits (or debits) for investment experience may be made from time to time. One of the purposes of the plan is to permit the Corporation to supplement retirement benefits for executive officers who will not, because of age or service requirements, realize any significant benefits under the Corporation’s defined benefit pension plan. Matching contributions were made for the named executive officers for 2025 as disclosed in the “Nonqualified Deferred Compensation” table above. Distributions are made at either the applicable date selected by participating officers at the time they made their election to defer or after separation from service.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below entitled “Executive Benefits and Payments Upon Termination” on page 45 summarizes the estimated payments to be made under each contract, agreement, plan or arrangement which provides for payments to a named executive officer at, following, or in connection with any termination of employment including by resignation, retirement, disability or a constructive termination of a named executive officer, or a change in the named executive officer’s responsibilities, following a change in control. However, in accordance with SEC regulations, we do not report in this table any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms, or operation in favor of our executive officers and which is available generally to all salaried employees. Also, the following table does not repeat information disclosed above under the deferred compensation table, or the outstanding equity awards at fiscal year-end table, except to the extent that the amount payable to the named executive officer would be enhanced by the termination event. For the purpose of the quantitative disclosures in the below table, and in accordance with SEC regulations, we have assumed that the termination took place on December 31, 2025, the last business day of our most recently completed fiscal year, and that the price per share of our Common Stock is the closing market price as of that date - $33.24.

  42. EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

    EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

  43. EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

    | Executive Benefits and Payments Upon Termination | Involuntary or Good Reason Termination within 24 months of Change in Control1 | Involuntary Not for Cause Termination2 | Death | Disability | | Jeffrey H. Jackson | | | | | | Base Salary | $- | $2,557,500 | $495,000 | $- | | Severance | $4,158,001 | $- | $- | $- | | Stock Options | $6,500 | $- | $- | $- | | Restricted Stock and Earned PSUs | $2,850,895 | $- | $2,850,895 | $2,850,895 | | PSUs | $933,509 | $- | $842,232 | $842,232 | | Post-Employment Health Care | $42,041 | $- | $- | $- | | Salary Continuation Agreement (SERP)3 | $2,005,917 | $- | $2,500,000 | $1,918,697 | | CIC Parachute Payment Reduction4 | $(3,546,720) | $- | $- | $- | | Total | $6,450,143 | $2,557,500 | $6,688,127 | $5,611,824 | | Daniel K. Weiss, Jr. | | | | | | Base Salary | $- | $990,000 | $247,500 | $- | | Severance | $1,782,001 | $- | $- | $- | | Stock Options | $2,925 | $- | $- | $- | | Restricted Stock and Earned PSUs | $1,208,041 | $1,208,041 | $1,208,041 | $1,208,041 | | PSUs | $342,434 | $299,454 | $299,454 | $299,454 | | Post-Employment Health Care | $42,041 | $- | $- | $- | | Salary Continuation Agreement (SERP)3 | $586,411 | $- | $1,250,000 | $959,348 | | CIC Parachute Payment Reduction4 | $(1,526,577) | $- | $- | $- | | Total | $2,437,275 | $2,497,496 | $3,004,996 | $2,466,844 | | Jayson M. Zatta | | | | | | Base Salary | $- | $1,250,743 | $287,527 | $- | | Severance | $2,089,208 | $- | $- | $- | | Stock Options | $2,925 | $- | $- | $- | | Restricted Stock and Earned PSUs | $1,663,994 | $1,663,994 | $1,663,994 | $1,663,994 | | PSUs | $437,615 | $394,758 | $394,758 | $394,758 | | Post-Employment Health Care | $36,006 | $- | $- | $- | | Salary Continuation Agreement (SERP) | $- | $- | $- | $- | | CIC Parachute Payment Reduction4 | $(95,911) | $- | $- | $- | | Total | $4,133,838 | $3,309,495 | $2,346,279 | $2,058,752 | | Michael L. Perkins | | | | | | Base Salary | $- | $850,031 | $200,007 | $0 | | Severance | $1,430,337 | $- | $- | $0 | | Stock Options | $2,925 | $- | $- | $0 | | Restricted Stock and Earned PSUs | $1,053,143 | $1,053,143 | $1,053,143 | $1,053,143 | | PSUs | $290,500 | $253,626 | $253,626 | $253,626 | | Post-Employment Health Care | $36,006 | $- | $- | $- | | Salary Continuation Agreement (SERP) | $- | $- | $- | $- | | 'CIC Parachute Payment Reduction4 | $- | $- | $- | $- | | Total | $2,812,912 | $2,156,800 | $1,506,776 | $1,306,768 | | Jan M. Pattishall-Krupinski | | | | | | Base Salary | $- | $1,263,362 | $212,528 | $- | | Severance | $1,487,697 | $- | $- | $- | | Stock Options | $2,925 | $- | $- | $- | | Restricted Stock and Earned PSUs | $671,382 | $- | $671,382 | $671,382 | | PSUs | $207,822 | $- | $173,629 | $173,629 | | Post-Employment Health Care | $42,041 | $- | $- | $- | | Salary Continuation Agreement (SERP) | $- | $- | $- | $- | | CIC Parachute Payment Reduction4 | $(860,941) | $- | $- | $- | | Total | $1,550,926 | $1,263,362 | $1,057,539 | $845,011 |

  44. EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

    Amounts included in this column reflect the applicable limits pursuant to Section 280G of the Code for each named executive officer. 2. For Involuntary Not for Cause Termination equity awards would forfeit for non-retiree eligible NEOs. For retiree eligible NEOs, we have assumed the Corporation would approve retirement eligible treatment of equity awards. Messrs. Jackson and Weiss' amounts included in the CIC column are the present value payments of $500,000 and $250,000, respectively, for 10 years starting at age 65 using a discount rate of 5.76%. The death benefit is based on their current age and would be paid to their beneficiary. The disability amounts are the present value payments of $250,000 and $125,000, respectively, for 10 years with payments starting immediately using a discount rate of 5.76%. The CIC agreements require a cutback of parachute payments to avoid excess parachute payments under Section 280G of the Code. These amounts represent the estimated cutback to avoid the excess parachute payments. The cutback amounts are based on facts and circumstances as of December 31, 2025 and any actual amounts can only be calculated at time of an actual transaction.

  45. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Jeffrey H. Jackson, our President and Chief Executive Officer (our “CEO”). For 2025, our last completed fiscal year: • the annual total compensation of our median employee was $70,378; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $4,683,980.

  46. CEO Pay Ratio

    | Based on this information, for 2025 the ratio of the annual total compensation of Jeffrey H. Jackson, our President and Chief Executive Officer, to the annual total compensation of our median employee was approximately 67 to 1. |

  47. CEO Pay Ratio

    We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO. 1. We determined that, as of October 1, 2025, our employee population consisted of approximately 3,018 individuals. This population consisted of our full-time, part-time, and temporary employees employed with us as of the determination date. 2. To identify the “median employee” from our employee population, we used the amount of “gross wages” for the identified employees as reflected in our payroll records for the nine-month period beginning January 1, 2025 and ending October 1, 2025. We included former Premier employees from the date of the merger on February 28, 2025. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. We did not use any statistical sampling techniques. 3. For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $70,378. 4. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy statement. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  48. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to certain individuals by the Corporation and certain financial performance of the Corporation. For further information concerning the Corporation’s pay-for-performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  49. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary compensation table total for PEO (Jackson) 1 | Summary compensation table total for PEO (Clossin) 1 | Compensation actually paid to PEO (Jackson) 2 | Compensation actually paid to PEO (Clossin) 2 | Average summary compensation table total for non-PEO named executive officers 3 | Average compensation actually paid to non-PEO named executive officers 4 | Total shareholder return 5 | Peer group total shareholder return 6 | Net income 7 | Core Earnings per Share 8 | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $4,683,980 | $- | $4,788,624 | $- | $1,747,378 | $1,763,944 | $138.23 | $145.48 | $223,105 | $3.40 | | 2024 | $2,663,940 | $- | $2,849,416 | $- | $1,147,017 | $1,201,293 | $107.94 | $122.17 | $151,510 | $2.34 | | 2023 | $2,263,819 | $2,534,148 | $2,694,287 | $2,054,422 | $1,131,531 | $976,754 | $99.22 | $102.56 | $159,032 | $2.56 | | 2022 | $- | $3,033,062 | $- | $3,523,605 | $1,287,725 | $1,419,787 | $111.34 | $110.80 | $192,113 | $3.04 | | 2021 | $- | $2,706,287 | $- | $3,061,694 | $1,035,766 | $1,165,212 | $101.33 | $129.98 | $242,260 | $3.62 |

  50. Pay Versus Performance

    1. This is from the Summary Compensation Table for the applicable year. 2. This column represents the amount of “compensation actually paid” to Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jackson or Mr. Clossin during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jackson’s total compensation for 2025 to determine the "compensation actually paid" (and illustrate the methodology used for Mr. Jackson and Mr. Clossin in prior years):

  51. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO(a) | Reported Summary Compensation Table Value of PEO Equity Awards (b) | Adjusted Value of Equity Awards(c) | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | PEO (Jackson) | | | | | | | | 2025 | $4,683,980 | $(1,714,820) | $1,819,464 | $- | $- | $4,788,624 |

  52. Pay Versus Performance

    (a) This column represents the amount of total compensation reported for Mr. Jackson in 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement. This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for 2025 (the “Subject Year”). For the Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Jackson to arrive at “compensation actually paid” to Mr. Jackson for the Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for the Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. [The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.] The amounts added or subtracted to determine the adjusted amount are as follows:

  53. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | Adjusted Value of Equity Awards | | PEO (Jackson) | | | | | | | | | 2025 | $1,777,733 | $54,252 | $- | $- | $(12,521) | $- | $1,819,464 |

  54. Pay Versus Performance

    This column represents the average of the amounts reported for the Corporation’s named executive officers (NEOs) as a group (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Weiss, Mr. Zatta, Ms. Pattishall-Krupinski, Mr. Perkins and Mr. Richmond, (ii) for 2024, Mr. Weiss, Mr. Zatta, Mr. Perkins, Anthony F. Pietranton and Mr. Richmond; (iii) for 2023, Mr. Weiss, Mr. Zatta, Mr. Pietranton and Mr. Perkins; (iv) for 2022, Mr. Weiss, Mr. Jackson, Mr. Zatta and Mr. Pietranton; and (v) for 2021, Mr. Young, Mr. Zatta, Mr. Pietranton and Mr. Perkins. 4. This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Jackson in 2025) for 2025 to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):

  55. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for non-PEO(a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | Average Reported Change in the Actuarial Present Value of Pension Benefits(d) | Pension Benefit Adjustments(e) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,747,378 | $(471,195) | $501,385 | $(15,364) | $1,739 | $1,763,944 |

  56. Pay Versus Performance

    (a) This column represents the average of the amounts reported for the Corporation’s named executive officers (NEOs) as a group (excluding Mr. Jackson) in the “Total” column of the Summary Compensation Table in 2025. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for 2025. (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Jackson) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in 2025. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for 2025. This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Jackson) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in 2025 determined using the same methodology described above in Note 2(c). For 2025, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Jackson) to arrive at “compensation actually paid” to each NEO (excluding Mr. Jackson) for 2025, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Jackson) for 2025. The amounts added or subtracted to determine the adjusted average amount are as follows:

  57. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | Adjusted Average Value of Equity Awards | | 2025 | $487,206 | $24,554 | $- | $(4,204) | $(6,171) | $- | $501,385 |

  58. Pay Versus Performance

    (d) The amounts included in this column are the average amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for 2025 for the NEOs as a group (excluding Mr. Jackson ). Please refer to the Summary Compensation Table of the Corporation’s Proxy Statement for 2025. (e) This column represents the average total pension benefit adjustments for 2025, which includes the aggregate of two components: (i) Service Cost, calculated as the actuarial present value of each NEO’s (other than Mr. Jackson) benefit under all defined benefit and actuarial pension plans attributable to services rendered during 2025; and (ii) Prior Service Cost, calculated as the average entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the amendment, in each case averaged for the NEOs (excluding Mr. Jackson) and calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  59. Pay Versus Performance

    | Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2025 | $1,797 | $(58) | $1,739 |

  60. Pay Versus Performance

    5. This column represents cumulative Corporation total shareholder return (TSR). TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (12/31/2020-12/31/2021, 12/31/2020-12/31/2022, 12/31/2020-12/31/2023, 12/31/2020-12/31/2024, 12/31/2020-12/31/2025), assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. 6. This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P Regional Banks Select Industry Index. 7. This column represents the amount of net income in thousands reflected in the Corporation’s audited financial statements for the applicable year. 8. The Corporation selected measure is core earnings per share, excluding after-tax restructuring and merger-related expenses and after-tax day one provision for credit losses on acquired loans. This is a non-GAAP measure, and is disclosed in Form 10-K for the year ended December 31, 2025.

  61. Pay Versus Performance

    | Year | 2025 | 2024 | 2023 | 2022 | 2021 | | Net income per common share – diluted (“EPS”) | $2.23 | $2.26 | $2.51 | $3.02 | $3.53 | | Add: After-tax restructuring and merger-related expenses per common share - diluted (9) | 0.66 | 0.08 | 0.05 | 0.02 | 0.09 | | Add: After-tax day one provision for credit losses on acquired loans (9) | 0.51 | - | - | - | - | | Core EPS | $3.40 | $2.34 | $2.56 | $3.04 | $3.62 |

  62. Pay Versus Performance

    9. Tax effected at 21% for all periods presented.

  63. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Corporation’s executive compensation program reflects a pay-for-performance philosophy. While the Corporation utilizes several performance measures to align executive compensation with Corporation performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Corporation measures are presented in the Pay versus Performance table. Moreover, the Corporation generally seeks to incentivize long-term performance, and therefore does not specifically align the Corporation’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Corporation is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  64. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following table compares (i) the amount of compensation actually paid to Mr. Clossin in 2023, 2022 and 2021 and Mr. Jackson in 2025, 2024 and 2023, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021), to (ii) the Corporation’s cumulative TSR over the five years presented in the table.

  65. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following table compares (i) the amount of compensation actually paid to Mr. Clossin in 2023, 2022 and 2021 and Mr. Jackson in 2025, 2024 and 2023, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021), to (ii) the Corporation’s net income (in thousands) over the five years presented in the table.

  66. Compensation Actually Paid and Core EPS

    Compensation Actually Paid and Core EPS The following table compares (i) the amount of compensation actually paid to Mr. Clossin in 2023, 2022 and 2021 and Mr. Jackson in 2025, 2024 and 2023, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2025, 2024 and 2023 and Mr. Clossin in 2023, 2022 and 2021), to (ii) Core EPS over the five years presented in the table.

  67. Non-Employee Director Compensation and Stock Ownership

    Non-Employee Director Compensation and Stock Ownership The Board of Directors is responsible for establishing compensation for the Corporation’s non-employee directors. The Compensation Committee reviews the compensation for non-employee directors, including reviewing compensation provided to non-employee directors at other companies, and makes a recommendation to the Board for its approval. Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our stockholders. The program addresses the time, effort, expertise, and accountability required of active Board membership. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2025 Board service. We also reimbursed our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Corporation business, such as meeting with potential officer and director candidates, as well as continuing director education. Members of the Board who are our employees are not separately compensated for serving on the Board. In order to align the interests of directors and stockholders, it is also the Board’s policy that non-employee directors are encouraged to own an amount of the Corporation’s stock that is significant in light of each director’s individual means. The Corporation also expects all directors to comply with all federal, state, and local laws regarding trading in securities of the Corporation and disclosing material, non-public information regarding the Corporation, and the Corporation has procedures in place to assist directors in complying with these laws. See the section entitled "Insider Trading Policies and Procedures" on page 54.

  68. 2025 Director COMPENSATION

    2025 Director COMPENSATION

  69. 2025 Director COMPENSATION

    | Name | Fees Earned or Paid in Cash Wesbanco, Inc. ($) | Fees Earned or Paid in Cash Wesbanco Bank, Inc. ($) | Stock Awards ($)2 | Total ($) | | Zahid Afzal1 | 55,250 | - | 80,000 | 135,250 | | Rosie Allen-Herring | 71,000 | 26,800 | 80,000 | 177,800 | | Louis M. Altman1 | 52,500 | 2,000 | 80,000 | 134,500 | | John L. Bookmyer1 | 60,500 | - | 80,000 | 140,500 | | Lee J. Burdman1 | 49,500 | 16,800 | 80,000 | 146,300 | | Todd F. Clossin | 80,750 | 4,000 | 80,000 | 164,750 | | James W. Cornelsen | 66,000 | 22,800 | 80,000 | 168,800 | | Michael J. Crawford | 85,250 | 8,000 | 80,000 | 173,250 | | Christopher V. Criss | 148,750 | 4,000 | 80,000 | 232,750 | | Abigail M. Feinknopf | 64,500 | 4,000 | 80,000 | 148,500 | | Robert J. Fitzsimmons | 84,750 | 6,000 | 80,000 | 170,750 | | Denise Knouse-Snyder | 76,750 | 12,400 | 80,000 | 169,150 | | D. Bruce Knox | 90,750 | - | 80,000 | 170,750 | | Lisa A. Knutson | 118,500 | - | 80,000 | 198,500 | | Jay T. McCamic3 | 29,000 | 4,000 | 50,000 | 83,000 | | F. Eric Nelson, Jr. | 72,750 | 4,000 | 80,000 | 156,750 | | Gregory S. Proctor, Jr. | 73,750 | 22,800 | 80,000 | 176,550 | | Joseph R. Robinson | 72,000 | - | 80,000 | 152,000 | | Kerry M. Stemler | 71,750 | 12,000 | 80,000 | 163,750 | | Total | $1,424,000 | $149,600 | $1,490,000 | $3,063,600 |

  70. 2025 Director COMPENSATION

    Elected to the Board on February 28, 2025. 2. Amounts for 2025 reflect the dollar amount of the aggregate grant date fair value of restricted stock awards granted during 2025, computed in accordance with ASC Topic 718. However, as prescribed by SEC rules, these amounts exclude estimates of forfeitures related to service-based vesting conditions. Refer to Note 12 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2025, for the relevant assumptions used to determine the valuation of restricted stock awards. The following named directors have unvested time based restricted stock awards as follows: Afzal - 2,794; Allen-Herring - 6,995; Altman - 2,794; Bookmyer - 2,794; Burdman - 2,794; Clossin - 4,779; Cornelsen - 6,995; Crawford - 6,995; Criss - 6,995; Feinknopf - 6,995; Fitzsimmons - 6,995; Knouse-Snyder - 6,995; Knox - 6,995; Knutson - 6,995; Libs - 2,216; McCamic - 6,012; Nelson - 6,995; Proctor - 6,995; Robinson - 6,995; Stemler - 6,995 and Tanner - 2,216. 3. Mr. McCamic served as a Director through April 18, 2025, the date of his death.