Wesbanco (WSBC) risk factors, 2026 10-K

Wesbanco's 2026 10-K lists 35 risk factors in 5 groups. Against the prior year's 39: 1 new, 5 dropped, 3 substantially reworded.

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Risk factors listed
355 groups
New this year
1vs 39 last year
Dropped
5since the prior 10-K
Substantially reworded
3of those kept
Section length
8k wordsItem 1A

What the changes say

  • Premier Financial merger-specific risks 15–19 were removed, while future acquisition and equity-dilution risks remain.
  • Equity issuance in acquisitions is now separately identified as a dilution risk in 21.
  • Reported goodwill increased to $1.6 billion, although its share of stockholders’ equity declined to 39%.
  • Capital-raising and regulatory-capital risk 27 was substantively unchanged.

What changed since the prior 10-K

New

  • NewOPERATIONAL RISKS

    we may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders

    Issuing Wesbanco equity to fund acquisitions could dilute existing shareholders’ economic and voting interests.

Dropped

  • DroppedRISKS RELATING TO THE PREMIER FINANCIAL MERGER

    Although we expect that our acquisition of Premier FINANCIAL will result in cost savings, synergies and other benefits, the combined company may not realize those benefits because of integration difficulties and other challenges

  • DroppedRISKS RELATING TO THE PREMIER FINANCIAL MERGER

    potential unknown liabilities associated with the Merger

  • DroppedRISKS RELATING TO THE PREMIER FINANCIAL MERGER

    We have incurred, and will incur, significant transaction-related costs in connection with the Merger

  • DroppedRISKS RELATING TO THE PREMIER FINANCIAL MERGER

    We are subject to business uncertainties and contractual restrictions DURING THE INTEGRATION PROCESS, which could adversely affect our business and operations

  • DroppedRISKS RELATING TO THE PREMIER FINANCIAL MERGER

    The market price of our common stock may decline in the future as a result of the Merger

Reworded

  • 62% rewrittenOPERATIONAL RISKS

    the risk of loss of key employees and customers

    Equity-issuance dilution language was removed from this risk and separately presented as new risk 21; the shown current text is truncated.

  • 26% rewrittenOPERATIONAL RISKS

    WESBANCO MAY NEED TO RAISE CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN NEEDED OR AT ACCEPTABLE TERMS

    No substantive change is shown; the risk still covers regulatory capital requirements and potential future capital raising.

  • 22% rewrittenRISKS RELATED TO ESTIMATES AND ASSUMPTIONS

    WESBANCO MAY BE REQUIRED TO WRITE DOWN GOODWILL AND OTHER INTANGIBLE ASSETS, CAUSING ITS FINANCIAL CONDITION AND RESULTS TO BE NEGATIVELY AFFECTED

    Goodwill increased from $1.1 billion in 2024 to $1.6 billion in 2025, while remaining 39% of stockholders’ equity.

All 35 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO THE ECONOMY AND OTHER EXTERNAL FACTORS, INCLUDING REGULATION

  1. 01Climate change manifesting as physical or transition risks could adversely affect our operations, businesses and customers
  2. 02GLOBAL pandemics COULD adversely affect THE OPERATIONS OF us and our customers
  3. 03ECONOMIC CONDITIONS IN WESBANCO’S MARKET AREAS COULD NEGATIVELY IMPACT EARNINGS
  4. 04WESBANCO COULD BE ADVERSELY AFFECTED BY CHANGES TO THE FISCAL, POLITICAL AND OTHER FEDERAL POLICIES
  5. 05WESBANCO IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND SUPERVISION
  6. 06SEVERE WEATHER, NATURAL DISASTERS, DISEASE PANDEMICS, ACTS OF WAR OR TERRORISM, INTERNATIONAL HOSTILITIES, DOMESTIC CIVIL UNREST AND OTHER EXTERNAL EVENTS COULD SIGNIFICANTLY ADVERSELY IMPACT WESBANCO’S BUSINESS
  7. 07THE SOUNDNESS OF OTHER FINANCIAL INSTITUTIONS COULD ADVERSELY IMPACT WESBANCO
  8. 08CURRENT MARKET INTEREST RATES AND COST OF FUNDS MAY NEGATIVELY IMPACT WESBANCO’S BANKING BUSINESS
  9. 09SIGNIFICANT DECLINES IN U.S. AND GLOBAL MARKETS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S EARNINGS
  10. 10As of December 31, 2025, approximately 20% of Wesbanco’s loan portfolio was comprised of residential real estate loans, and 57% was comprised of commercial real estate loans
  11. 11RISKS INHERENT IN MUNICIPAL BONDS COULD HAVE A NEGATIVE IMPACT ON WESBANCO’S EARNINGS

RISKS RELATED TO THE BUSINESS OF BANKING

  1. 12CUSTOMERS MAY DEFAULT ON THE REPAYMENT OF LOANS, WHICH COULD SIGNIFICANTLY IMPACT RESULTS OF OPERATIONS THROUGH INCREASES IN THE PROVISION AND ALLOWANCE FOR CREDIT LOSSES
  2. 13HIGHER FDIC DEPOSIT INSURANCE PREMIUMS AND ASSESSMENTS COULD ADVERSELY AFFECT WESBANCO’S FINANCIAL CONDITION

RISKS RELATED TO ESTIMATES AND ASSUMPTIONS

  1. 14THE CURRENT EXPECTED CREDIT LOSSES ACCOUNTING STANDARD ("CECL") COULD RESULT IN SIGNIFICANT VOLATILITY OF THE ESTIMATION OF CREDIT LOSSES AND MAY HAVE A MATERIAL IMPACT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS
  2. 15WESBANCO MAY BE REQUIRED TO WRITE DOWN GOODWILL AND OTHER INTANGIBLE ASSETS, CAUSING ITS FINANCIAL CONDITION AND RESULTS TO BE NEGATIVELY AFFECTED22% rewritten

OPERATIONAL RISKS

  1. 16DUE TO INCREASED COMPETITION, WESBANCO MAY NOT BE ABLE TO ATTRACT AND RETAIN BANKING CUSTOMERS AT CURRENT LEVELS
  2. 17brokerage firms serving Wesbanco’s market areas
  3. 18WESBANCO MAY NOT BE ABLE TO EXPAND ITS TRUST AND INVESTMENT SERVICES SEGMENT AND RETAIN ITS CURRENT CUSTOMERS
  4. 19other financial services companies
  5. 20FUTURE EXPANSION BY WESBANCO MAY ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS WELL AS DILUTE THE INTERESTS OF OUR SHAREHOLDERS AND NEGATIVELY AFFECT THE PRICE OF OUR COMMON STOCK
  6. 21the risk of loss of key employees and customers62% rewritten
  7. 22we may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholdersnew
  8. 23SUITABLE ACQUISITION OPPORTUNITIES MAY NOT BE AVAILABLE TO WESBANCO IN THE FUTURE
  9. 24WESBANCO IS EXPOSED TO OPERATIONAL RISK THAT COULD ADVERSELY IMPACT THE COMPANY
  10. 25LOSS OF KEY EMPLOYEES COULD IMPACT GROWTH AND EARNINGS AND MAY HAVE AN ADVERSE IMPACT ON BUSINESS
  11. 26LIMITED AVAILABILITY OF BORROWINGS AND LIQUIDITY FROM THE FEDERAL HOME LOAN BANK SYSTEM AND OTHER SOURCES COULD NEGATIVELY IMPACT EARNINGS
  12. 27WESBANCO’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS DEPEND ON THE SUCCESSFUL GROWTH OF ITS SUBSIDIARIES
  13. 28WESBANCO MAY NEED TO RAISE CAPITAL IN THE FUTURE, BUT CAPITAL MAY NOT BE AVAILABLE WHEN NEEDED OR AT ACCEPTABLE TERMS26% rewritten
  14. 29WESBANCO’S ABILITY TO MITIGATE RISK DEPENDS ON OUR ENTERPRISE RISK MANAGEMENT FRAMEWORK

RISKS RELATED TO THE USE OF TECHNOLOGY

  1. 30INTERRUPTION TO OUR INFORMATION SYSTEMS OR BREACHES IN SECURITY COULD ADVERSELY AFFECT WESBANCO’S OPERATIONS
  2. 31WESBANCO DEPENDS ON THIRD PARTIES FOR PROCESSING AND HANDLING OF COMPANY RECORDS AND DATA
  3. 32FAILURE TO KEEP PACE WITH TECHNOLOGICAL CHANGE COULD ADVERSELY AFFECT WESBANCO’S RESULTS OF OPERATIONS AND FINANCIAL CONDITION
  4. 33WESBANCO HAS OUTSTANDING SECURITIES SENIOR TO OUR COMMON STOCK WHICH COULD LIMIT OUR ABILITY TO PAY DIVIDENDS ON THE COMMON STOCK
  5. 34WESBANCO’S ABILITY TO PAY DIVIDENDS IS LIMITED, AND COMMON STOCK DIVIDENDS MAY HAVE TO BE REDUCED OR ELIMINATED
  6. 35Volatility in the price and volume of our stock may be unfavorable

Other Wesbanco 10-Ks

  • 2025 10-K risk factors

    39 risks. Premier Financial merger execution, integration costs and potential liabilities dominate the company-specific risks.

    Filed Mar 03, 2025

About this page

Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.

Wesbanco (WSBC) Risk Factors: 2026 10-K, What Changed | Gloomberb