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): July 13, 2023

WILSON BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Tennessee	000-20402	62-1497076
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

623 West Main Street
Lebanon, Tennessee		37087
(Address of principal executive offices)		(Zip Code)

(615) 444-2265

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 Instruction 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: None.

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 2.02 Results of Operations and Financial Condition.

On July 13, 2023, Wilson Bank Holding Company (the “Company”) mailed a letter to its shareholders (the “Shareholder Letter”) describing, among other things, the Company’s earnings for the first six months of 2023. The letter is furnished herewith as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

The information set out in Item 2.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Letter to shareholders mailed July 13, 2023.

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.

	WILSON BANK HOLDING COMPANY

	By:	/s/ John C. McDearman III
	John C. McDearman III
	President/Chief Executive Officer

Date: July 13, 2023

EXHIBIT INDEX

Exhibit No.	Description

99.1	Letter to shareholders mailed July 13, 2023.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit 99.1

July 13, 2023

Dear Shareholder:

The Board of Directors of Wilson Bank Holding Company is pleased to share with you our operating results for the first half of 2023. Your bank experienced steady growth over the first six months of the year, despite the rising interest rate environment our industry continues to experience. While loan demand, has remained consistent so far in 2023, which is typically a strong indicator of economic development in our market area, we remain focused on deposit growth as we prepare for the second half of the year.

The following are the results as of June 30, 2023:

	●	Assets as of June 30, 2023 were $4.600 billion, representing an increase of $314.4 million, or 7.3% from December 31, 2022.
	●	Net Income for the six months ended June 30, 2023 was $26.2 million, up $718,000, or 2.8%, over the six months ended June 30, 2022.
	●	Earnings Per Diluted Share for the six-month period ended June 30, 2023 were $2.26, compared to $2.25, for the six-month period ended June 30, 2022.
	●	Shareholder's equity was $394.7 million, at June 30, 2023, an increase of $34.2 million, or 9.5% from December 31, 2022

The Board of Directors has declared a $0.75 per share cash dividend to shareholders of record as of July 1, 2023 that will be payable on July 28, 2023. The latest price at which the Company’s common stock has been traded of which we are aware was $70.00 per share.

We were excited to have commenced our second quarter with a successful grand opening on April 27^th of our Maryland Farms Office located in Brentwood in Williamson County. Having become our 30^th full service office, we are proud of the leadership we have established in this growing market and look forward to the impact our team will have on their community in the future.

As Spring came and the weather turned warm, we were fortunate to have had the opportunity to host our Annual Shareholder Picnic on May 9^th. It was an afternoon of great weather, tasty food, and most importantly, the opportunity to continue to develop relationships, old and new, with the amazing bank family we have built over the past 36 years. With more than 1,000 people in attendance, we remain humbled to have such engaged shareholders who continue to invest in the prosperity of our bank.

With our customers and our employees at the heart of everything we do, we are constantly evaluating and assessing how convenient and easy it is to do business with WBT. An element of how this is measured is through the anonymous surveying of our customers and how they rate their level of satisfaction with the service they receive through their interactions with our bank. By continuing to focus on the individual coaching of our frontline employees, we strive to provide the best service for every customer, every time. We are pleased to say our overall satisfaction score has continued to increase and we ended the second quarter reporting a 93% overall rate of satisfaction, which is well above industry standard. This is only accomplished with the dedication and steadfast service of all of our employees.

We look forward to the many exciting things planned throughout the rest of the year and the opportunity to continue to enhance our customer experience as we grow. Whether it’s better serving our commercial customers through the recent launch of our new Treasury Management online banking experience, or offering exclusive products to honor the sacrifice and service of our military families, veterans, and first responders with our new Hero Accounts, we remain focused on offering quality banking products with a local feel. We hope you will continue to share with your family and friends what it means to do business with Wilson Bank & Trust, because we wouldn’t be where we are today without the recommendations of our loyal customer base. We appreciate all you do for our bank and look forward to serving you in the future. We hope you and your loved ones have a fantastic summer!


John C. McDearman, III	Randall Clemons
President/CEO	Chairman
Wilson Bank Holding Company	Wilson Bank Holding Company

Document And Entity Information	Jul. 13, 2023
Document Information [Line Items]
Entity, Registrant Name	WILSON BANK HOLDING COMPANY
Document, Type	8-K
Document, Period End Date	Jul. 13, 2023
Entity, Incorporation, State or Country Code	TN
Entity, File Number	000-20402
Entity, Tax Identification Number	62-1497076
Entity, Address, Address Line One	623 West Main Street
Entity, Address, City or Town	Lebanon
Entity, Address, State or Province	TN
Entity, Address, Postal Zip Code	37087
City Area Code	615
Local Phone Number	444-2265
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000885275