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): August 2, 2021

Wesbanco, Inc.

(Exact name of Registrant as Specified in Its Charter)

West Virginia	000-08467	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 August 2, 2021, Wesbanco Bank, Inc. (the “Company”) provided a Notice of Redemption to the holders of $25,000,000 Aggregate Principal Amount of 6.250% Fixed/Floating Rate Subordinated Notes due 2025 (CUSIP 98779PAH0) (the “Subordinated Notes”), which complied with requirements of providing a Notice of Redemption not more than 45 days and not less than 30 days prior to redemption. The final date to provide a Notice of Redemption is August 16, 2021 for redemption on September 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 $25 million. Interest on the Subordinated Notes will no longer accrue on or after the Optional Redemption Date.

The Company acquired the Subordinated Notes as a result of its merger with Your Community Bank in August 2016.

Payment of the redemption price for the Securities will be made by Wilmington Trust, 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

d) Exhibits: 99.1 -     Notice of Optional Redemption to the holders of $25,000,000 Aggregate Principal Amount of 6.250% Fixed/Floating Rate Subordinated Notes due 2025.   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: August 3, 2021	/s/ Daniel K. Weiss Jr.
	Daniel K. Weiss, Jr.
	Senior Vice President and
	Chief Accounting Officer

EX-99.1

NOTICE OF OPTIONAL REDEMPTION

$25,000,000 Aggregate Principal Amount of 6.250% Fixed/Floating Rate Subordinated Notes due 2025 (CUSIP 98779PAH0*)

Notice is hereby given pursuant to a Note Purchase Agreement, dated December 10, 2015, relating to the $25,000,000 Aggregate Principal Amount of 6.250% Fixed/Floating Rate Subordinated Notes due 2025 (CUSIP 98779PAH0) (the “Subordinated Notes”) issued pursuant thereto by Wesbanco Bank, Inc. (successor in interest to Your Community Bank) (the “Issuer”), that the Issuer has elected to exercise its right to redeem the Notes pursuant to Section 9 of the Subordinated Notes.

The optional redemption date for the Subordinated Notes will be September 15, 2021 (the “Optional Redemption Date”). The optional redemption price for the Subordinated Notes to be paid by Wilmington Trust, National Association, acting as the Issuer’s paying agent (in such capacity, the “Paying Agent”), upon receipt of funds from the Issuer is 100% of the liquidation amount of the Subordinated Notes plus accrued and unpaid interest to the Optional Redemption Date (the “Redemption Price”) in respect of each surrendered Subordinated Note and interest on each Subordinated Note (whether or not surrendered) shall cease to accrue on and after the Optional Redemption Date.

In order to receive payment of the Redemption Price, the Subordinated Notes must be presented and surrendered to the Paying Agent at the address indicated below:

By First Class/Registered/Certified Mail or Overnight Courier:

Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attn: Workflow Management – 5^th Floor

Telephone: (302) 636-6524

The method of delivery of the Subordinated Notes is at the election and risk of the holder surrendering the Subordinated Notes and delivery will be deemed made only when actually received by the Paying Agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested.

NOTICE

Amounts may be deducted and withheld from the Redemption Price as required by U.S. federal tax law. When presenting your Subordinated Notes, you must provide the applicable withholding agent with a properly completed and executed IRS Form W-9 or applicable IRS Forms W-8, as the case may be.

*The Agent makes no representation as to the correctness of any CUSIP number either as printed on the Subordinated Notes or as contained in this notice of optional redemption or related materials.

Dated: August 2, 2021

XML

Document and Entity Information	Aug. 02, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	Wesbanco, Inc.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000203596
Document Period End Date	Aug. 02, 2021
Entity Emerging Growth Company	false
Entity File Number	000-08467
Entity Incorporation State 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
Depositary Shares
Document And Entity Information [Line Items]
Security 12b Title	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
Common Stock
Document And Entity Information [Line Items]
Security 12b Title	Common Stock $2.0833 Par Value
Trading Symbol	WSBC
Security Exchange Name	NASDAQ