Wesbanco Inc. Files 8-K: Material Agreements & Equity Disclosures

Ticker: WSBCO · Form: 8-K · Filed: Jul 26, 2024 · CIK: 203596

Sentiment: neutral

Topics: material-agreement, equity-securities, disclosure

Related Tickers: WSBC

TL;DR

Wesbanco filed an 8-K detailing material agreements and equity sales, check for details.

AI Summary

On July 25, 2024, Wesbanco, Inc. entered into a material definitive agreement related to its common stock and Series A Preferred Stock. The company also disclosed information regarding unregistered sales of equity securities and other events, in addition to financial statements and exhibits.

Why It Matters

This filing provides crucial updates on Wesbanco's financial dealings and equity structure, which could impact investor decisions and the company's market standing.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can indicate significant corporate actions or financial strategies that may carry inherent risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Wesbanco, Inc. on July 25, 2024?

The filing indicates a material definitive agreement was entered into, but the specific details of the agreement are not provided in this excerpt, only that it relates to common stock and Series A Preferred Stock.

What information is disclosed regarding unregistered sales of equity securities?

The filing states that there were unregistered sales of equity securities, but the specific details, amounts, or terms of these sales are not elaborated upon in this excerpt.

What are the principal executive offices of Wesbanco, Inc.?

The principal executive offices of Wesbanco, Inc. are located at 1 Bank Plaza, Wheeling, WV 26003.

What is the Commission File Number for Wesbanco, Inc.?

The Commission File Number for Wesbanco, Inc. is 001-39442.

What is the IRS Employer Identification Number for Wesbanco, Inc.?

The IRS Employer Identification Number for Wesbanco, Inc. is 55-0571723.

Filing Stats: 3,588 words · 14 min read · ~12 pages · Grade level 14.9 · Accepted 2024-07-26 08:17:05

Key Financial Figures

Filing Documents

Forward-Looking Statements

Forward-Looking Statements Matters set forth in the exhibits to this filing contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the proposed Merger between the Company and Premier Financial, that are subject to numerous assumptions, risks, and uncertainties. Forward-looking statements in the exhibits to this filing are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the effects of changing regional and national economic conditions, changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to the Company and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting the Company's operational and financial performance, the businesses of the Company and Prem

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: 2.1 Agreement and Plan of Merger, dated July 25, 2024, by and among Wesbanco, Inc., Wesbanco Bank, Inc., Premier Financial Corp. and Premier Bank. 10.1 Form of Securities Purchase Agreement, dated July 25, 2024, by and among Wesbanco, Inc. and the other parties identified therein. 10.2 Form of Registration Rights Agreement, dated July 25, 2024, by and among Wesbanco, Inc. and the other parties identified therein. 99.1 Presentation by Wesbanco, Inc. for conference call and webcast on July 26, 2024. 99.2 Joint Press Release issued by Wesbanco, Inc. and Premier Financial Corp., dated July 26, 2024, announcing the execution of the Agreement and Plan of Merger. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Wesbanco, Inc. (Registrant) Date: July 26, 2024 /s/ Daniel K. Weiss, Jr. Daniel K. Weiss, Jr. Executive Vice President and Chief Financial Officer

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