Wesbanco Announces Pricing of $230 Million Offering of Depositary Shares Representing Interests in Preferred Stock (Form 8-K)

Wesbanco Announces Pricing of $230 Million Offering of Depositary Shares Representing Interests in Preferred Stock

WHEELING, WV, September 10, 2025- Wesbanco, Inc. (Nasdaq/NGS: WSBC) ("Wesbanco") today announced that it has priced an underwritten public offering of 9,200,000 depositary shares (the "depositary shares") each representing a 1/40^th interest in a share of 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B Preferred Stock"), with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share).

When, as and if declared by the board of directors of Wesbanco or a duly authorized committee of the board, dividends will accrue and be payable quarterly, in arrears, (i) from September 17, 2025 to, but excluding, October 1, 2030, at a rate equal to 7.375% per annum, in arrears on each January 1, April 1, July 1 and October 1, commencing January 1, 2026, and (ii) from and including October 1, 2030, during each reset period, at a rate per annum equal to the five-year treasury rate as of the most recent reset dividend determination date plus 3.795% in arrears on each of January 1, April 1, July 1 and October 1of each year, beginning on October 1, 2030, except in each case where such day is not a business day. Wesbanco may, at its option, redeem the Series B Preferred Stock on any dividend payment date on or after October 1, 2030, or following a regulatory capital treatment event as described in the prospectus supplement and accompanying prospectus relating to the offering, in each case at a redemption price equal to $1,000 per share of Series B Preferred Stock (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the redemption date. Wesbanco intends to apply to list the depositary shares on The Nasdaq Global Select Market under the symbol "WSBCPB."

Keefe, Bruyette & Woods, A Stifel Company, RBC Capital Markets, and Raymond James are acting as joint book-running managers. D.A. Davidson & Co. is acting as co-manager.

Wesbanco expects (i) to use approximately $150 million of the net proceeds from this offering to redeem in full its outstanding 6.75% Series A Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock") and the related depositary shares (the "Existing Depositary Shares"), and (ii) to use approximately $50 million of the net proceeds from this offering to redeem in full its outstanding 4.0% Fixed-To-Floating Rate Subordinated Notes due September 30, 2030 (the "2030 Notes"), which were assumed in connection with its acquisition of Premier Financial Corporation. The remaining net proceeds will be used for general corporate purposes, which may include (i) repayment, redemption or refinancing of indebtedness, (ii) capital expenditures, (iii) making contributions to the capital of Wesbanco Bank to support its lending, investing and other financial services activities, (iv) funding of possible acquisitions, (v) working capital, (vi) satisfaction of other obligations of ours and our subsidiaries and (vii) repurchase of our outstanding equity securities. The offering is expected to close on or about September 17, 2025, subject to customary closing conditions.

The depositary shares are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-270051) by means of a prospectus and prospectus supplement filed with the SEC. Before you invest, you should read the prospectus in that registration statement, the related prospectus supplement and other documents Wesbanco has filed with the SEC for more complete information about Wesbanco and this offering. Copies of these documents can be obtained without charge by visiting the SEC's website at www.sec.gov, or may be obtained from: Keefe, Bruyette & Woods, Inc. at [email protected], RBC Capital Markets, LLC at [email protected], and Raymond James & Associates at [email protected].