WESBANCO INC Earnings Per Share Disclosure
NOTE 3. EARNINGS PER COMMON SHARE
Earnings per common share are calculated as follows:
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For the Years Ended December 31, |
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(in thousands, except shares and per share amounts) |
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2025 |
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2024 |
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2023 |
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Numerator for both basic and diluted earnings per common share: |
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Net income available to common shareholders |
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$ |
202,564 |
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$ |
141,385 |
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$ |
148,907 |
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Denominator: |
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Total average basic common shares outstanding |
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90,896,991 |
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62,589,406 |
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59,303,210 |
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Effect of dilutive stock options and other stock compensation |
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137,103 |
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64,151 |
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124,779 |
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Total average diluted common shares outstanding |
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91,034,094 |
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62,653,557 |
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59,427,989 |
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Earnings per common share—basic |
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$ |
2.23 |
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$ |
2.26 |
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$ |
2.51 |
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Earnings per common share—diluted |
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2.23 |
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2.26 |
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2.51 |
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As of December 31, 2025, 2024 and 2023, 364,286, 454,126 and 594,017 options, respectively, to purchase shares were not included in the diluted shares calculation because the exercise price was greater than the average market price of a common share and, therefore, the effect would be antidilutive.
As of December 31, 2025, 2024 and 2023, 16,500, 0 and 24,000 shares, respectively, were estimated to be awarded under the active TSR plans and were included in the diluted shares calculation.
In addition, performance-based restricted stock compensation totaling 66,439, 17,550 and 68,833 shares were estimated to be awarded as of December 31, 2025, 2024 and 2023, respectively, and were included in the diluted shares 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 average shares outstanding beginning on those dates mentioned. For additional information relating to the PFC acquisition, refer to Note 2, "Mergers and Acquisitions."
Historical Timeline
| Fiscal Year | Filed | |
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| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 28, 2022 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.