SEC Form 11-K filed by WesBanco Inc.

Note 1 – Description of the Plan

Wesbanco, Inc. (“Wesbanco” or the “Company”) is a bank holding company offering a wide range of financial services, including customary banking services, trust and investment management, insurance and brokerage services, through offices located in West Virginia, Ohio, western Pennsylvania, Kentucky, Indiana, Michigan, and Maryland.

The following brief description of the Wesbanco, Inc. 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Agreement and Summary Plan Description for more complete information. The Plan is administered by a committee comprised of employees and directors appointed by the Board of Directors of Wesbanco (the "Plan Administrator"). The Plan, a contributory 401(k) profit sharing plan, was restated effective August 1, 2023. Empower Trust Company (“Empower”) became the Trustee and record-keeper of the Plan effective on the restatement date of the Plan.

The Plan provides for salary deferral and matching employer contributions. Generally, an employee who has completed 60 days of service after attaining 21 years of age shall be eligible to become a participant of the Plan the first day of the next calendar month. New participants in the Plan will be deemed to have automatically elected to defer 3% of pay into the Plan, unless an affirmative election otherwise is made. Eligible employees can invest the employee deferral, employer matching and employee rollover contribution among funds that are made available by the Plan Administrator. On February 28, 2025, Wesbanco completed its previously announced merger with Premier Financial Corp. The Premier Financial Corp 401(k) Employee Savings Plan was terminated and participants were given the opportunity to rollover account balances into the Plan. A participant’s interest is 100% vested in the employee deferral, employer matching and any rollover account upon becoming eligible to participate in the Plan. Employer matching contributions may be paid to the Plan in cash or shares of Wesbanco, Inc. common stock, as determined by the Board of Directors. Participants may redirect any employer matching contributions made in common stock into other registered investment funds. For the year ended December 31, 2025, the matching contribution was equal to 100% of the first 3% of compensation deferred and 50% of the next 2% of compensation deferred and was paid in cash, which is used to buy available funds in proportion to funds elected by the employee for new contributions. The amount of the contribution per employee did not exceed the $70,000 in 2025 and $69,000 in 2024 for total contribution amount (employees’ salary deferrals plus employer’s matching contributions) permitted by federal law.

The Plan invests in common stock of the Company through its Company Stock Fund. The fund's fair value has been determined by the custodian based on the fair value of the underlying investments within the fund. The Fund is made up of the Company common stock and cash or other short-term securities, although these are expected to be a small percentage of the fund. The individual assets of a stock fund are considered separately as individual investments for accounting, auditing, and financial statement purposes.

The Company has implemented a dividend pass-through election for its participants. Participants are not limited as to the percentage of their contributions they choose to invest in their Company Stock Fund.

Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Company prior to the time that such rights may be exercised. The Trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The Trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless directed otherwise. Participants have the same voting rights in the event of a tender or exchange offer.

Note 2 – Summary of Significant Accounting Policies

Note 3 – Related Party Transactions and Exempt Party-in-Interest Transactions

At December 31, 2025 and 2024, the Plan investment’s in the Company Stock Fund included 420,134 and 434,402 shares, respectively, of Wesbanco, Inc. common stock. During 2025, the Plan received $650,262 in dividends.

At December 31, 2025 and 2024, the Plan investments include shares of registered investment companies issued by an affiliate of the Company. During 2025, the Plan received $2,073,679 in dividends on these funds.

The Plan also issues loans to participants, which are secured by the vested balances in the participants’ accounts.

The administrative expenses that are paid to service providers of the Plan represent party-in-interest transactions.

Note 4 – Income Tax Status

The Plan uses a prototype plan document sponsored by Empower Retirement LLC. Empower Retirement LLC received an opinion letter from the Internal Revenue Service (“IRS”), dated November 14, 2022, which states that the prototype document satisfies the applicable provisions of the Internal Revenue Code (“IRC”). The Plan itself has not received a determination letter from the IRS. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income tax has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Note 5 – Fair Value Measurement

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lower priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:

Level 1 - Valuations are based on unadjusted quoted prices in an active market for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 - Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value.

Registered Investment Companies: Shares of registered investment companies are valued at the net asset value ("NAV") of shares held by the Plan at year-end, based upon published market quotations on national exchanges.

Equity Securities: Valued at the closing price reported on the active market on which the individual securities are traded.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Note 6 – Reconciliation of Financial Statements to the Form 5500

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end, but not yet paid as of that date.

Note 7 – Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Market risks include global events which could impact the value of investment securities, such as international conflict. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Note 8 - Subsequent Events

Wesbanco has evaluated subsequent events through June 25, 2026, the date on which these financial statements were issued and have identified no other events or transactions that would have a material effect on the financial statements. No events occurred that require additional disclosure or adjustments to the Plan's financial statements.

Schedule H, Line 4i – Schedule of Assets (Held at Year End)

December 31, 2025