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): September 10, 2025

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-14989

25-1723342

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

225 West Station Square Drive
Suite 700

15219

Pittsburgh,

Pennsylvania

(Zip Code)

(Address of principal executive offices)

(412) 454-2200

(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:

☐ 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 Class

Trading Symbol(s)

Name of Exchange on which registered

Common Stock, par value $.01 per share

WCC

New York Stock Exchange

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 1.02 Termination of a Material Definitive Agreement.

As described below under Item 5.02, Mr. Nelson J. Squires, III, Executive Vice President and General Manager, Electrical & Electronics Solutions of WESCO International, Inc. (the “Company”) will receive certain severance benefits pursuant to a Release Agreement (the “Release”) that the Company entered into with him on September 10, 2025. The severance benefits are in accordance with the employment letter agreement between the Company and Mr. Squires dated June 22, 2020 (the “Agreement”), which was filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. The disclosure set forth below under Item 5.02 is hereby incorporated by reference into this Item 1.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 10, 2025, the Company entered into the Release with Mr. Squires. The Release will become effective on September 18, 2025, subject to Mr. Squires’ right to revoke the Agreement prior to that date. Under the terms of the Release, Mr. Squires has agreed to a general release of claims with respect to the Company and, in accordance with the Agreement, to non-competition, non-solicitation, non-disparagement, and confidentiality provisions. The Release also provides for certain severance benefits as described in the Severance section of the Agreement, along with certain tax equalization benefits for 2025 and 2026 relating to certain equity grants made while Mr. Squires was on an expatriate assignment.

The foregoing is a summary of the material terms of the Release and is not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Release, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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.


						WESCO International, Inc.
						(Registrant)


September 12, 2025	By:	/s/ David S. Schulz
(Date)		David S. Schulz
		Executive Vice President and Chief Financial Officer

WESCO INTERNATIONAL INC 8-K