8-K

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): September 10, 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. ☐

EXPLANATORY NOTE

As previously disclosed, on February 28, 2025, Wesbanco, Inc. (“Wesbanco”) completed its acquisition of Premier Financial Corp. (“Premier Financial”). This Current Report on Form 8-K is being filed, in part, to provide an updated unaudited pro forma condensed combined statement of income (the “Updated Pro Forma Financial Information”), which is included in Exhibit 99.1 to this Current Report on Form 8-K.

The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed combined financial information of the Company and Premier Financial and related disclosures contained in Exhibit 99.3 to the Company’s Current Report on Form 8-K/A filed on March 28, 2025 (the “Prior Report”). To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Prior Report, the information in this Current Report on Form 8-K shall supersede or supplement the information in the Prior Report.

Item 7.01

Regulation FD Disclosure

Furnished as Exhibit 99.2 to this Current Report on Form 8-K is a presentation that representatives of Wesbanco may use in connection with various investor presentations from time to time.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and the accompanying Exhibit 99.2 shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

99.1

Unaudited pro forma condensed combined statement of income for the six months ended June 30, 2025.

99.2

Investor Presentation.

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: September 10, 2025		/s/ Daniel K. Weiss, Jr.
		Daniel K. Weiss, Jr.
		Senior Executive Vice President and Chief Financial Officer

WesBanco Inc. filed SEC Form 8-K: Regulation FD Disclosure