Wesbanco Files 8-K with Corporate Updates

TL;DR

Wesbanco filed an 8-K on Dec 11 detailing corporate changes and submitting matters for shareholder vote.

AI Summary

Wesbanco, Inc. filed an 8-K on December 11, 2024, reporting on various corporate events. The filing indicates amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing provides important updates on Wesbanco's corporate governance and operational matters, which could affect investor understanding of the company's structure and recent activities.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative financial or operational news.

Key Players & Entities

• Wesbanco, Inc. (company) — Registrant
• December 11, 2024 (date) — Date of Report
• 1 Bank Plaza, Wheeling, West Virginia 26003 (address) — Principal Executive Offices
• 304 234-9000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $2.0833 — ange on which registered Common Stock $2.0833 Par Value WSBC Nasdaq Global Select

Filing Documents

• wsbc-20241211.htm (8-K) — 66KB
• wsbc-ex3_1.htm (EX-3.1) — 27KB
• wsbc-ex99_1.htm (EX-99.1) — 17KB
• img235408680_0.jpg (GRAPHIC) — 32KB
• 0000950170-24-135445.txt ( ) — 310KB
• wsbc-20241211.xsd (EX-101.SCH) — 44KB
• wsbc-20241211_htm.xml (XML) — 6KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 11, 2024, Wesbanco, Inc. (the "Company" or "Wesbanco") filed Articles of Amendment to its Amended and Restated Articles of Incorporation (the "Articles of Amendment") with the Secretary of State of the State of West Virginia increasing the number of authorized shares of Wesbanco's common stock, par value $2.0833 per share ("Common Stock"), from 100,000,000 shares to 200,000,000 shares, as further described in the joint proxy statement/prospectus relating to the special meeting of Wesbanco's shareholders held on December 11, 2024 (the "Special Meeting"), as filed with the Securities and Exchange Commission on October 29, 2024. The Articles of Amendment became effective upon filing with the Secretary of State. A copy of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Articles of Amendment is qualified in its entirety by reference to such exhibit.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 11, 2024, Wesbanco held the Special Meeting to consider and vote upon the following matters: 1. a proposal to approve the Agreement and Plan of Merger, dated as of July 25, 2024 (as it may be amended from time to time, the "Merger Agreement"), by and among Wesbanco, Wesbanco Bank, Inc., a West Virginia corporation and a wholly-owned subsidiary of Wesbanco, Premier Financial Corp., an Ohio corporation ("Premier Financial"), and Premier Bank, an Ohio corporation and a wholly-owned subsidiary of Premier Financial, which provides for, among other things, the merger of Premier Financial with and into Wesbanco, with Wesbanco as the surviving entity (the "Merger"); 2. a proposal to approve the issuance of shares of Wesbanco common stock, par value $2.0833 per share ("Common Stock"), pursuant to the Merger Agreement in connection with the Merger; 3. a proposal to approve the adjournment of the Wesbanco special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement and the issuance of shares of Common Stock pursuant to the Merger Agreement in connection with the Merger; and 4. a proposal to amend Wesbanco's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares. All four proposals were approved by the required vote of Wesbanco's shareholders at the special meeting, although an adjournment of the special meeting was not necessary in light of the approval by Wesbanco's shareholders of the proposals to approve (i) the Merger Agreement and (ii) the issuance of shares of Common Stock pursuant to the Merger Agreement in connection with the Merger. On the record date for the special meeting, Wesbanco had 66,872,229 shares of Common Stock outstanding and entitled to vote at the special meet

01 Other Events

Item 8.01 Other Events. On December 11, 2024, the Company and Premier Financial issued a joint press release announcing the results of the voting at the Special Meeting and the special meeting of Premier Financial's shareholders also held on December 11, 2024. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 3.1 Articles of Amendment to Wesbanco, Inc.'s Amended and Restated Articles of Incorporation. 99.1 Joint Press Release issued by Wesbanco, Inc. and Premier Financial Corp. dated December 11, 2024. 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 thereunto duly authorized. Wesbanco, Inc. (registrant) Date: December 11, 2024 By: /s/ Daniel K. Weiss, Jr. Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR