WESBANCO INC false 0000203596 0000203596 2025-02-28 2025-02-28 0000203596 wsbcp:CommonStock2.0833ParValueMember 2025-02-28 2025-02-28 0000203596 us-gaap:CommonStockMember 2025-02-28 2025-02-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2025

 

 

LOGO

Wesbanco, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

West Virginia   001-39442   55-0571723

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1 Bank Plaza,

Wheeling, WV

  26003
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (304) 234-9000

Former Name or Former Address, if Changed Since Last Report: Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock $2.0833 Par Value   WSBC   NASDAQ Global Select Market
Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)   WSBCP   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 28, 2025, Wesbanco, Inc., a West Virginia corporation (“Wesbanco”), completed its previously announced merger (the “Merger”) with Premier Financial Corp., an Ohio corporation (“Premier Financial”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 25, 2024, by and among Wesbanco, Wesbanco Bank, Inc., a West Virginia corporation and a wholly-owned subsidiary of Wesbanco (“Wesbanco Bank”), Premier Financial and Premier Bank, an Ohio corporation and a wholly-owned subsidiary of Premier Financial. At the effective time of the Merger (the “Effective Time”), Premier Financial merged with and into Wesbanco, with Wesbanco as the surviving corporation in the Merger. Pursuant to the terms of the Merger Agreement, each share of Premier Financial’s common stock, par value $0.01 per share (“Premier Financial Common Stock”), outstanding immediately prior to the Effective Time has been converted into the right to receive 0.80 of a share of common stock of Wesbanco (the “Merger Consideration”), $2.0833 par value per share (the “Wesbanco Common Stock”), with cash to be paid in lieu of fractional shares. Each share of Wesbanco Common Stock outstanding immediately prior to the Effective Time remained outstanding and was unaffected by the Merger.

At the Effective Time, each stock option (or portion thereof) granted by Premier Financial to purchase shares of Premier Financial Common Stock under Premier Financial’s stock compensation and stock based incentive plans, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time generally became, without any further action on the part of Wesbanco, Premier Financial or the holder thereof, cancelled and terminated and converted into the right to receive an amount of cash in respect of each Net Option Share (as defined below) subject to such option equal to the product of (i) 0.80 and (ii) the volume weighted average trading price of Wesbanco Common Stock on the Nasdaq Global Select Market for the 20-trading day period ending on February 12, 2025 (the “Average Closing Price”). The amount payable to any holder of a Premier Financial stock option will be reduced by any applicable tax withholding. For the avoidance of doubt, except as contemplated otherwise by the Merger Agreement, each outstanding Premier Financial stock option with an exercise price per share that was in excess of the Average Closing Price was cancelled and extinguished at the Effective Time without any present or future right to receive any portion of the Merger Consideration or any other payment. For purposes hereof, a “Net Option Share” means, with respect to a Premier Financial stock option, the quotient of (i) the product of (A) the excess, if any, of the Average Closing Price over the exercise price per share of such Premier Financial stock option multiplied by (B) the number of shares of Premier Financial common stock subject to such stock option, divided by (ii) the Average Closing Price.

Immediately prior to the Effective Time, each award in respect of a share of Premier Financial Common Stock subject to time-based vesting or other time-based lapse restriction granted under Premier Financial’s stock compensation and stock based incentive plans, other than stock options described above, that was unvested and outstanding immediately prior to the Effective Time fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Premier Financial Common Stock underlying such restricted stock award, less applicable tax withholdings.

Immediately prior to the Effective Time, each performance-based equity award in respect of shares of Premier Financial Common Stock granted under Premier Financial’s stock compensation and stock based incentive plans, other than stock options described above, that was unvested and outstanding at such time fully vested (with any performance-based vesting condition applicable to such performance award deemed to have been met at target or as otherwise provided in the Merger Agreement) and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Premier Financial Common Stock underlying such performance award, less applicable tax withholdings.

Immediately following the Merger, Premier Financial’s wholly-owned subsidiary, Premier Bank, merged with and into Wesbanco’s wholly-owned subsidiary, Wesbanco Bank (the “Bank Merger”), with Wesbanco Bank as the surviving bank in the Bank Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Zahid Afzal, Louis M. Altman, John L. Bookmyer and Lee J. Burdman, formerly directors of Premier Financial, were appointed to the Wesbanco board of directors. In connection with their service, Messrs. Afzal, Altman, Bookmyer and Burdman will receive compensation under Wesbanco’s standard director compensation program. Wesbanco’s director compensation program was most recently described in Wesbanco’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on March 13, 2024.


It is contemplated that each of Messrs. Afzal, Altman, Bookmyer and Burdman may serve on certain committees of Wesbanco’s board of directors, subject to applicable director independence requirements, but no such committee appointments have been made at this time.

Other than as provided for in the Merger Agreement, there are no arrangements or understandings between Messrs. Afzal, Altman, Bookmyer and Burdman and any other person pursuant to which these directors were selected as directors.

Since the beginning of the last fiscal year, there have been no related party transactions between Wesbanco and Messrs. Afzal, Altman, Bookmyer and Burdman that would be reportable under Item 404(a) of Regulation S-K.

 

Item 8.01

Other Events.

On February 28, 2025, Wesbanco issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K (thisReport”) no later than 71 days following the date that this Report is required to be filed.

 

(b)

Pro Forma Financial Information.

Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.

(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 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 26, 2024).
99.1    Press Release issued by Wesbanco, Inc., dated February 28, 2025.
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: March 3, 2025      

/s/ Daniel K. Weiss, Jr.

      Daniel K. Weiss, Jr.
      Senior Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO

PRESS RELEASE

For Immediate Release

WesBanco, Inc. Completes Acquisition of Premier Financial Corp. and Appoints Directors

WHEELING, W.Va., (February 28, 2025) — WesBanco, Inc. (“WesBanco”) (Nasdaq: WSBC), a diversified, multi-state bank holding company, today announced the successful closing of the previously announced acquisition of Premier Financial Corp. (“Premier”) (Nasdaq: PFC). The holding company closing was promptly followed by the merger of Premier’s subsidiary bank, Premier Bank, with and into Wesbanco’s banking subsidiary, Wesbanco Bank, Inc. (the “Bank”). With the closing of the merger, WesBanco appointed Zahid Afzal, John L. Bookmyer, Louis M. Altman and Lee J. Burdman, formerly directors of Premier, to the WesBanco Board of Directors.

“We are thrilled to announce the successful completion of this acquisition, which brings together two strong, community-focused institutions to create an even more dynamic regional bank well-positioned to support our customers’ unique financial journeys across their consumer, commercial and wealth management needs,” said Jeff Jackson, President and Chief Executive Officer of WesBanco. “We warmly welcome four experienced directors of Premier to our board, as well as the employees, customers and community partners who have contributed to Premier’s past success and will now help build the next chapter in WesBanco’s longstanding legacy of success. Together, we will deliver enhanced financial services with a community focus to help make every market we serve a better place for people and businesses to thrive.”

“We are pleased to welcome Zahid Afzal, John L. Bookmyer, Louise M. Altman and Lee J. Burdman to the WesBanco Board of Directors and are confident their expertise and deep connections in our new markets will enhance our current board. Together, we are committed to delivering value for our stakeholders through the combined strengths of an experienced and knowledgeable board, a seasoned executive management team and dedicated teams deeply committed to ensuring a successful integration and positive customer experience,” said Cristopher Criss, Chairman, WesBanco Board of Directors.

The completed acquisition creates a regional financial services institution with approximately $27 billion in assets, significant economies of scale, and strong pro forma profitability metrics. With complementary and contiguous geographic footprints, the combined company is the 81st largest insured depository organization in the United States and the 8th largest bank in Ohio, based on deposit market share. WesBanco now serves customers through more than 250 financial centers and loan production offices in Indiana, Kentucky, Maryland, Michigan, Ohio, Pennsylvania, Tennessee, Virginia and West Virginia.

With the completion of the acquisition, WesBanco has established a competitive structure that leverages the deep expertise of both legacy WesBanco leaders and Premier talent to enhance customer and community relationships and support long-term growth. This enhanced structure includes a regionalized commercial and consumer banking model that balances strategic oversight with continued strong local leadership and engagement by market presidents.

Former Premier financial centers will continue operating under the Premier Bank name until customer and data conversion occurs in mid-May. At that time, all financial centers of the combined bank will be branded as WesBanco.

About WesBanco, Inc.

With over 150 years as a community-focused, regional financial services partner, WesBanco Inc. (NASDAQ: WSBC) and its subsidiaries build lasting prosperity through relationships and solutions that empower our customers for success in their financial journeys. Customers across our nine-state footprint choose WesBanco for the comprehensive range and personalized delivery of our retail and commercial banking solutions, as well as trust, brokerage, wealth management and insurance services, all designed to advance their financial goals. Through the strength of our teams, we leverage large bank capabilities and local focus to help make every community we serve a better place for people and businesses to thrive. Headquartered in Wheeling, West Virginia, WesBanco has $18.7 billion in total assets, with our Trust and Investment Services holding $6.0 billion of assets under management and securities account values (including annuities) of $1.9 billion through our broker/dealer, as of December 31, 2024. Learn more at www.wesbanco.com and follow @WesBanco on Facebook, LinkedIn and Instagram.


LOGO

 

Forward-looking statements in this release relating to the merger between WesBanco and Premier and the parties’ plans, expectations and intentions are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this release should be read in conjunction with WesBanco’s Form 10-K for the year ended December 31, 2024 and documents subsequently filed by WesBanco with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s website, www.sec.gov or at WesBanco’s website, www.WesBanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in WesBanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, that the businesses of WesBanco and Premier may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger of WesBanco and Premier may not be fully realized within the expected timeframes; disruption from the merger of WesBanco and Premier may make it more difficult to maintain relationships with clients, associates, or suppliers; 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 WesBanco 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; success and timing of other business strategies; extended disruption of vital infrastructure; and/or other external developments materially impacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements are necessarily only estimates of future results. Accordingly, actual results may differ materially from those expressed in or contemplated by the particular forward-looking statement, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

WesBanco Investor Contact:

John H. Iannone

Senior Vice President, Investor Relations

304-905-7021

WesBanco Company Contact:

Alisha Hipwell

Sr. Executive Vice President, Corporate Communications

Alisha.Hipwell@wesbanco.com

304-234-9230

###

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Entity Registrant Name WESBANCO INC
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Document Type 8-K
Document Period End Date Feb. 28, 2025
Entity Incorporation State Country Code WV
Entity File Number 001-39442
Entity Tax Identification Number 55-0571723
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Entity Address, Postal Zip Code 26003
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Document And Entity Information [Line Items]  
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Document And Entity Information [Line Items]  
Security 12b Title Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)
Trading Symbol WSBCP
Security Exchange Name NASDAQ

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