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Mergers and Acquisitions (Tables)
6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Summary of Preliminary Purchase Price of PFC Acquisition and Goodwill

The preliminary purchase price of the PFC acquisition and resulting goodwill is summarized as follows:

 

(unaudited, in thousands)

 

February 28, 2025

 

Purchase price:

 

 

 

Fair value of Wesbanco shares issued

 

$

1,007,845

 

Cash consideration for outstanding PFC shares

 

 

138

 

Total purchase price

 

$

1,007,983

 

Fair value of:

 

 

 

Tangible assets acquired

 

$

7,734,236

 

Core deposit and other intangible assets acquired

 

 

158,406

 

Liabilities assumed

 

 

(7,561,426

)

Net cash received in the acquisition

 

 

200,592

 

Fair value of net assets acquired

 

 

531,808

 

Goodwill recognized

 

$

476,175

 

Summary of Amounts Recognized for Major Class of Assets Acquired and Liabilities Assumed

The following table presents the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:

 

(unaudited, in thousands)

 

February 28, 2025

 

 

 

 

 

 

 

Total merger consideration

 

 

 

$

1,007,983

 

Fair value of assets acquired

 

 

 

 

 

Cash and due from banks

 

$

200,592

 

 

 

Equity securities

 

 

14,601

 

 

 

Available-for-sale debt securities

 

 

1,149,980

 

 

 

Loans held for sale

 

 

170,952

 

 

 

Net portfolio loans

 

 

5,888,966

 

 

 

Premises and equipment

 

 

59,046

 

 

 

Accrued interest receivable

 

 

33,804

 

 

 

Intangible assets

 

 

158,406

 

 

 

Bank-owned life insurance

 

 

186,736

 

 

 

Deferred taxes

 

 

97,814

 

 

 

Other assets

 

 

132,337

 

 

 

Total assets acquired

 

$

8,093,234

 

 

 

Fair value of liabilities assumed

 

 

 

 

 

Deposits

 

$

6,873,447

 

 

 

FHLB borrowings

 

 

502,028

 

 

 

Subordinated debt and junior subordinated debt

 

 

80,606

 

 

 

Accrued interest payable

 

 

3,620

 

 

 

Other liabilities

 

 

101,725

 

 

 

Total liabilities assumed

 

$

7,561,426

 

 

 

Net assets acquired

 

 

 

$

531,808

 

Goodwill

 

 

 

$

476,175

 

Schedule of Changes in Purchase Price of Assets Acquired and The Liabilities Assumed

The following table presents the changes in the allocation of the purchase price of the assets acquired and the liabilities assumed at the date of the acquisition previously reported as of March 31, 2025:

 

(unaudited, in thousands)

 

February 28, 2025

 

Goodwill recognized as of March 31, 2025

 

$

483,397

 

Change in fair value of net assets acquired:

 

 

 

Assets

 

 

 

        Investment securities

 

 

(6

)

        Loans held for sale

 

 

(28,019

)

        Net portfolio loans

 

 

36,843

 

        Intangible assets

 

 

6,892

 

        Premises and equipment

 

 

(4,345

)

        Deferred tax assets

 

 

(1,364

)

        Accrued income and other assets

 

 

(1,875

)

Liabilities

 

 

 

        Borrowings

 

 

 

        Accrued expenses and other liabilities

 

 

(904

)

Fair value of net assets acquired

 

$

7,222

 

Decrease in goodwill recognized

 

 

(7,222

)

Goodwill recognized as of June 30, 2025

 

$

476,175

 

Summary of Purchased Credit Deteriorated Loans The PCD loans are summarized in the following table:

 

(unaudited, in thousands)

 

 

 

Amortized cost of acquired PCD loans

 

$

247,641

 

Allowance on PCD at acquisition (1)

 

 

(20,179

)

Non-credit discount on PCD

 

 

(19,453

)

Fair value price of PCD loans

 

$

208,009

 

(1) The allowance on PCD loans at acquisition date decreased $8.9 million as compared to what was previously reported due to refinements in the allowance calculation.

Summary of Unaudited Pro Forma Information As a result, actual amounts differed from the unaudited pro forma information presented.

 

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

(unaudited, in thousands)

 

2025 (1)

 

 

2024 (2)

 

 

2025 (3)

 

 

2024 (4)

 

Net interest income

 

$

201,495

 

 

$

186,203

 

 

$

403,796

 

 

$

374,677

 

Non-interest income

 

 

45,324

 

 

 

43,433

 

 

 

90,648

 

 

 

86,558

 

Net income

 

$

69,988

 

 

$

52,996

 

 

$

140,613

 

 

$

117,971

 

(1) Includes the net impact of after-tax purchase accounting accretion adjustments from the PFC acquisition totaling $7.2 million for the three months ended June 30, 2025.

(2) Includes the net impact of after-tax purchase accounting accretion adjustments from the PFC acquisition totaling $10.4 million for the three months ended June 30, 2024.

(3) Includes the net impact of after-tax purchase accounting accretion adjustments from the PFC acquisition totaling $15.0 million for the six months ended June 30, 2025.

(4) Includes the net impact of after-tax purchase accounting accretion adjustments from the PFC acquisition totaling $24.5 million for the six months ended June 30, 2024.