UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
| 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 | ||