Earnings Per Common Share

9 Months Ended

Sep. 30, 2025

NOTE 3. EARNINGS PER COMMON SHARE

Earnings per common share are calculated as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(unaudited, in thousands, except shares and per share amounts)	2025		2024		2025		2024
Numerator for both basic and diluted earnings per common share:
Net income available to common shareholders	$	81,042	$	34,741	$	124,401	$	94,287
Denominator:
Total average basic common shares outstanding		95,995,174		64,488,962		89,593,739		61,143,452
Effect of dilutive stock options and other stock compensation		121,443		145,246		124,967		129,150
Total diluted average common shares outstanding		96,116,617		64,634,208		89,718,706		61,272,602
Earnings per common share - basic	$	0.84	$	0.54	$	1.39	$	1.54
Earnings per common share - diluted	$	0.84	$	0.54	$	1.39	$	1.54

As of September 30, 2025 and 2024, 422,836 and 472,401 options to purchase shares were not included in the diluted share computation for the nine months ended September 30, 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 September 30, 2025, 16,000 shares were estimated to be awarded under the 2025, 2024 and 2023 total shareholder return ("TSR") plans and were included in the diluted calculation as stock performance targets had been met. As of September 30, 2024, no shares were estimated to be awarded under the 2024, 2023 and 2022 TSR plans and were not included in the diluted calculation as stock performance targets had not been met as of such date and therefore the effect would be antidilutive.

In addition, 54,314 shares of performance-based restricted stock were included in the diluted calculation as of September 30, 2025 because the performance criteria was met. Similarly, at September 30, 2024, 87,992 shares were estimated to be awarded and are included in the diluted calculation.

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 common shares. 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.”