Form 8-K - Current report

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): November 27, 2024

   

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, West Virginia		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:

☐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(s)	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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On November 27, 2024, Wesbanco, Inc. (the “Company”) sent a notice (the “Notice”) to members of its board of directors, its executive officers and employees pursuant to Rule 104(b)(2) of Regulation BTR with respect to a covered blackout period under the Wesbanco, Inc. Key Executive Incentive Stock Option and Restricted Stock Plan (the “Plan”).

The blackout period is necessary to complete the transition of the recordkeeping and administrative services associated with the Plan to Fidelity. During the blackout period, participants in the Plan will not be able to undertake certain actions, including the exercising of any vested stock options and transactions relating to the sale of previously restricted shares. The blackout period is expected to begin on December 2, 2024, and end on December 16, 2024.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 - Notice to Directors, Executive Officers and employees of Wesbanco, Inc dated November 27, 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:	November 27, 2024	By:	/s/ Daniel K. Weiss, Jr.
			Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer

Memorandum


TO:	All Board Members Management Committee Members

FROM:	Jeff Jackson

DATE:	November 27, 2024

SUBJECT:	Trading Blackout

Please be advised that the administration of the WesBanco, Inc. Key Executive Incentive Stock Option and Restricted Stock Plan (the “Plan”) will be moving to Fidelity Stock Plan Services, effective December 6, 2024.

As a result of this change, and pursuant to SEC rules, we are required to undergo a plan blackout period which imposes on our directors and officers a similar blackout period in trading in WesBanco common stock. Accordingly, I am providing you with this notice of the upcoming blackout period during which you will be unable to directly or indirectly, purchase, sell or otherwise acquire or transfer shares of WesBanco common stock.

The blackout period will begin on December 2, 2024 and is expected to end on December 16, 2024.

We appreciate your cooperation during this process.

Please feel free to contact me or Jim Gardill if you have any questions regarding the blackout period and Kim Griffith if you have any questions concerning the Plan.

Thank you.

Document And Entity Information	Nov. 27, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2024
Entity Registrant Name	WESBANCO, INC.
Entity Central Index Key	0000203596
Entity Emerging Growth Company	false
Entity File Number	001-39442
Entity Incorporation, State or Country Code	WV
Entity Tax Identification Number	55-0571723
Entity Address, Address Line One	1 Bank Plaza
Entity Address, City or Town	Wheeling
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	26003
City Area Code	304
Local Phone Number	234-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock $2.0833 Par Value
Trading Symbol	WSBC
Security Exchange Name	NASDAQ
Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	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