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 26, 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 26, 2021, Wesbanco, Inc. (“Wesbanco”) issued a press release announcing that its Board of Directors approved a new share repurchase program and authorized the repurchase of up to an additional 3.2 million shares of Wesbanco common stock.

The press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 - Press release dated August 26, 2021 announcing the authorization of a new stock repurchase program.

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 26, 2021	/s/ Robert H. Young
	Robert H. Young
	Senior Executive Vice President and
	Chief Financial Officer

EX-99.1

WesBanco, Inc. Announces Approval of a New Stock Repurchase Program

Wheeling, WV, August 26, 2021 – WesBanco, Inc. (“WesBanco”) (Nasdaq:WSBC), a diversified, multi-state bank holding company, announced that the Board of Directors has authorized the adoption of a new stock repurchase plan for the purchase of up to an additional 3.2 million shares of WesBanco common stock from time to time on the open market.  This new stock repurchase authorization is in addition to the existing stock repurchase program approved by WesBanco’s Board of Directors on April 22, 2021 which has approximately 0.6 millionshares remaining for repurchase and will continue to be utilized until such authorization is completed.  The combination of these two authorizations represents approximately 5.8% of the shares outstanding, as of June 30, 2021.

As permitted by securities laws and other legal requirements and subject to market conditions and other factors, the timing, price and quantity of purchases will be at WesBanco’s discretion.  The repurchase program does not obligate WesBanco to repurchase any minimum number of shares and may be modified, suspended, or discontinued at any time.  Repurchases under the program may be effected through open market purchases, privately-negotiated transactions, block purchases, Rule 10b5-1 plans, or otherwise in accordance with applicable securities laws.  Repurchases under this program may be funded from one or a combination of existing cash balances and other available liquidity sources.The stock repurchase plan is not subject to an expiration date.

About WesBanco, Inc.

Founded in 1870, WesBanco, Inc. (www.wesbanco.com) is a diversified and balanced financial services company that delivers large bank capabilities with a community bank feel.  Our distinct long-term growth strategies are built upon unique sustainable advantages permitting us to span six states with meaningful market share.  Built upon our ‘Better Banking Pledge’, our customer-centric service culture is focused on growing long-term relationships by pledging to serve all personal and business customer needs efficiently and effectively.  In addition to a full range of online and mobile banking options and a full-suite of commercial products and services, WesBanco provides trust, wealth management, securities brokerage, and private banking services through our century-old Trust and Investment Services department, with approximately $5.5 billion of assets under management (as of June 30, 2021).  WesBanco's banking subsidiary, WesBanco Bank, Inc., operates 206 financial centers in the states of Indiana, Kentucky, Maryland, Ohio, Pennsylvania, and West Virginia.  Additionally, WesBanco operates an insurance agency, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.

SOURCE:  WesBanco, Inc.

WesBanco Company Contact:

John H. Iannone

Senior Vice President, Investor and Public Relations

304-905-7021

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XML

Document and Entity Information	Aug. 26, 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. 26, 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