Current Report Filing (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): October 7, 2021

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. ☐

Item 8.01 Other Events

On October 7, 2021, Wesbanco, Inc. (“Wesbanco”) provided a Notice of Redemption to the holders of $35,000,000 Aggregate Principal Amount of Fixed to Floating Rate Subordinated Notes due 2026 (CUSIPs 67984MAA8, 67984MAB6 and 67984MAC4) (the “Subordinated Notes”), which complied with requirements of providing a Notice of Redemption not more than 60 days and not less than 30 days prior to redemption. The final date to provide a Notice of Redemption is October 16, 2021 for redemption on November 15, 2021 (the “Optional Redemption Date”). The Subordinated Notes will be redeemed in full at a redemption price of 100% of the principal plus accrued and unpaid interest on the Optional Redemption Date. The aggregate redemption price, excluding accrued interest, will total approximately $35 million. Interest on the Subordinated Notes will no longer accrue on or after the Optional Redemption Date.

Wesbanco acquired the Subordinated Notes as a result of its merger with Old Line Bancshares, Inc. in November 2019.

Payment of the redemption price for the Securities will be made by U.S. Bank, National Association, as paying agent. Payment will be made upon presentation and surrender of the Securities to the paying agent for cancellation at the address specified in the Notice of Redemption.

Item 9.01 Financial Statements and Exhibits

Exhibits:

99.1 - Notice of Full Optional Redemption to the holders of $35,000,000 Aggregate Principal Amount of Fixed to Floating Rate Subordinated Notes due 2026.

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.