UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On February 12, 2025, Wesbanco, Inc. (“Wesbanco”) and Premier Financial Corp. (“Premier”) jointly issued a press release announcing that they have received all necessary regulatory approvals for the pending merger between Wesbanco and Premier. Wesbanco and Premier anticipate that the closing of the merger will occur on or about February 28, 2025, although completion of the merger remains subject to the satisfaction of customary closing conditions.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information About the Merger and Where to Find It
In connection with the proposed Merger, Wesbanco filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 which includes a joint proxy statement of Premier and Wesbanco and a prospectus of Wesbanco with respect to shares of Wesbanco’s common stock to be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. The Form S-4 was declared effective on October 28, 2024, and Wesbanco and Premier commenced mailing to their respective shareholders on or about November 1, 2024 in connection with their respective special meetings of shareholders, which were held on December 11, 2024, at which the shareholders of both companies approved all matters related to the proposed transaction that were submitted for a vote. This communication is not a substitute for the Registration Statement on Form S-4, the joint proxy statement/Prospectus or any other document that Wesbanco and/or Premier may file with the SEC in connection with the proposed transaction. SHAREHOLDERS OF WESBANCO, SHAREHOLDERS OF PREMIER AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The Registration Statement on Form S-4, which includes the joint proxy statements/prospectus, and other related documents filed by Wesbanco or Premier with the SEC, may be obtained for free at the SEC’s website at www.sec.gov, and from either Wesbanco’s or Premier’s website at www.wesbanco.com or www.premierfincorp.com, respectively.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 - Wesbanco, Inc. press release dated February 12, 2025. |
| 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| PREMIER FINANCIAL CORP. | ||||||
| Date: February 13, 2025 | By: | /s/ Paul D. Nungester | ||||
| Paul D. Nungester Chief Financial Officer | ||||||