Earnings Per Common Share

3 Months Ended

Mar. 31, 2025

NOTE 3. EARNINGS PER COMMON SHARE

Earnings per common share are calculated as follows:


	For the Three Months Ended March 31,
(unaudited, in thousands, except shares and per share amounts)	2025			2024
Numerator for both basic and diluted earnings per common share:
Net (loss) income available to common shareholders	$	(11,523	)	$	33,162
Denominator:
Total average basic common shares outstanding		76,830,460			59,382,758
Effect of dilutive stock options and other stock compensation		190,132			140,921
Total diluted average common shares outstanding		77,020,592			59,523,679
(Loss) earnings per common share - basic	$	(0.15	)	$	0.56
(Loss) earnings per common share - diluted	$	(0.15	)	$	0.56

As of March 31, 2025 and 2024, 325,701 and 567,251 options to purchase shares were not included in the diluted share computation for the three months ended March 31, 2025 and 2024, respectively, because the exercise price was greater than the average market price of a common share, and, therefore, the effect would be antidilutive.

As of March 31, 2025, 24,000 shares were estimated to be awarded under the 2025, 2024 and 2023 total shareholder return ("TSR") plans and were not included in the diluted calculation as stock performance targets had not been met and the effect would be antidilutive. As of March 31, 2024, 12,000 shares were estimated to be awarded under the 2024, 2023 and 2022 TSR plans, as stock performance targets had not been met as of such date and therefore the effect would be antidilutive.

In addition, performance-based restricted stock compensation totaling 92,813 and 87,135 shares were estimated to be awarded as of March 31, 2025 and March 31, 2024, respectively

As previously disclosed, in conjunction with the announcement of the acquisition of PFC, on August 1, 2024, Wesbanco issued 7,272,728 shares of common stock to complete a $200 million common equity capital raise. This equity issuance was primarily to support the pro-forma bank's balance sheet and regulatory capital ratios. As well, 28,738,104 shares were needed as merger consideration to complete the PFC acquisition on February 28, 2025. To accomplish this, Wesbanco used 8,421,434 shares of Treasury stock and 20,316,670 newly-issued shares were issued from unallocated. These shares are included in the average shares outstanding beginning on those dates mentioned. For additional information relating to the PFC acquisition, refer to Note 2, “Mergers and Acquisitions.”