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): ~~April~~June 2423, 2025

WILSON BANK HOLDING COMPANY

(Exact name of Registrant as Specified in Its Charter)


Tennessee	0-20402	62-1497076
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

623 West Main Street
Lebanon, Tennessee		37087
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 615 444-2265

    

(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 each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

As(e) SERP ~~described~~Agreement ~~below~~for ~~under~~Kayla ~~Item 5~~Hawkins.~~07,~~ atEffective ~~the~~June 23, 2025, ~~Annual~~Wilson ~~Meeting~~Bank ofand ~~Shareholders~~Trust (the ~~"Shareholders Meeting"~~“Bank”), a wholly owned subsidiary of Wilson Bank Holding Company, (the “Company”) entered into a ~~Tennessee~~Supplemental ~~corporation~~Executive Retirement Plan (the ~~"Company"~~“SERP Agreement”) with Kayla Hawkins, ~~held~~the onCompany’s ~~April~~and ~~24,~~the ~~2025~~Bank’s Executive Vice President and Chief Financial Officer, to provide Ms. Hawkins with certain supplemental nonqualified pension benefits payable following her separation from service from the ~~Company's~~Bank ~~shareholders~~under ~~approved~~various scenarios. The SERP Agreement includes retirement benefits that are payable for the ~~Wilson~~remainder of Ms. Hawkins’s life following her separation from service from the Bank ~~Holding~~after ~~Company 2025~~reaching ~~Equity~~age ~~Incentive~~65 ~~Plan~~or (after reaching age 60 so long as in such early retirement scenario Ms. Hawkins has then been continuously employed by the ~~"2025~~Bank ~~Equity~~for ~~Incentive~~a ~~Plan"~~minimum of thirty (30), ~~which~~years. These ~~permits~~retirement ~~awards~~benefits are to ~~current~~expected ~~and~~to ~~prospective~~be ~~employees,~~funded ~~directors~~from ~~and~~an ~~consultants~~annuity ofcontract or multiple annuity contracts to be purchased by the ~~Company~~Bank. The SERP Agreement also provides for payments to Ms. Hawkins in the ~~form~~event ofthat ~~stock~~she ~~options,~~experiences ~~stock~~a ~~appreciation~~separation ~~rights,~~from ~~shares,~~service ~~restricted~~from ~~shares,~~the ~~restricted~~Bank ~~share~~as ~~units,~~a ~~performance~~result ~~shares~~of disability, ~~performance~~with ~~share~~such ~~units,~~benefit orequal ~~any~~to ~~combination~~sixty ~~thereof~~percent of Ms. AHawkins’s ~~summary~~base ofsalary ~~the~~and ~~material~~bonus ~~terms~~at the time of ~~the~~her ~~2025~~separation ~~Equity~~from ~~Incentive~~service. This ~~Plan~~disability benefit is ~~set~~payable ~~forth~~to onMs. ~~pages~~Hawkins 12until she reaches age 65, after which she is entitled to 16receive offor the ~~Company's~~remainder ~~Definitive~~of ~~Proxy~~her ~~Statement~~life onthe ~~Schedule~~normal ~~14A,~~retirement ~~filed~~benefit ~~with~~payable to her under the ~~Securities~~SERP ~~and~~Agreement. The ~~Exchange~~SERP ~~Commission~~Agreement onalso ~~March~~includes ~~21,~~benefits ~~2025~~that ~~(the~~would ~~“Proxy~~be ~~Statement”),~~payable ~~and~~to isMs. ~~incorporated~~Hawkins ~~herein~~upon byher ~~reference~~death. Should ~~That~~she ~~summary~~die iswhile ~~qualified~~still in ~~its~~service ~~entirety~~to the Bank, Ms. Hawkins would be entitled to receive a lump sum payment equal to the liability accrued by ~~reference~~the Bank under generally accepted accounting principles for the benefits payable to Ms. Hawkins under the ~~text~~SERP Agreement as of the ~~2025~~time ~~Equity~~of ~~Incentive~~her ~~Plan,~~death. Should aMs. ~~copy~~Hawkins ofdie ~~which~~after she has begun to receive benefit payments under the SERP Agreement, the Bank is ~~filed~~obligated under the SERP Agreement to continue to pay her then payable benefit until such time as ~~Exhibit~~her 10beneficiary has received 180 monthly payments.1 Upon ~~hereto~~a change of control of the Bank, Ms. Hawkins will become 100 percent vested in her normal retirement benefits and ~~incorporated~~payment ~~herein~~of bythose ~~reference~~benefits will commence thirty days following consummation of the change of control.

~~Item 5~~Ms.07 ~~Submission~~Hawkins’s SERP Agreement also includes a provision that conditions payment of ~~Matters~~the benefit payments to her thereunder other than those owed as a ~~Vote~~result of ~~Security~~a ~~Holders~~change of control on her not directly or indirectly performing services that are substantially similar to those that she provided to the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of the SERP Agreement or the date Ms. Hawkins separates from service with the Bank for a period beginning on the date that she separates from service and ending on the earlier of the date that payments are no longer being made to her under the SERP Agreement and the date she reaches the age of 80.

OnThe ~~April~~description ~~24,~~of ~~2025,~~ the ~~Company~~SERP ~~held~~Agreement ~~its~~included ~~Shareholders~~herein ~~Meeting~~is ~~for~~qualified ~~which~~in ~~the~~its ~~Company's~~entirety ~~Board~~by ofreference ~~Directors~~to ~~solicited proxies, at 5:00 p.m. (CDT). At~~ the ~~Shareholders~~SERP ~~Meeting~~Agreement, ~~the~~a ~~Company's~~copy ~~shareholders~~of ~~voted~~which onis ~~the~~filed ~~proposals~~herewith as ~~described~~Exhibit ~~in detail in the Company's Proxy Statement~~10. ~~The proposals voted on and approved by the Company's shareholders at the Shareholders Meeting were as follows:~~1.

~~(1)~~Kayla ToHawkins ~~elect~~Split ~~three~~Dollar Life Insurance Agreement. Effective June 23, 2025, the Bank and Ms. Hawkins entered into a Split Dollar Life Insurance Agreement (3the “Split Dollar Life Insurance Agreement”), ~~Class~~pursuant ~~III~~to ~~directors~~which Ms. Hawkins’s named beneficiary is entitled to ~~hold~~receive ~~office~~a ~~for~~death benefit equal to the difference between the death benefit payable under a ~~term~~life insurance policy purchased by the Bank and the accrued cash value of ~~three~~the ~~(3)~~life ~~years~~insurance ~~until~~policy at the ~~Company'~~time of Ms. Hawkins’s ~~Annual~~death. Premiums ~~Meeting~~with ofrespect ~~Shareholders~~to inthe ~~2028,~~related ~~and~~life ininsurance ~~each~~policy ~~case~~under ~~until~~the ~~their~~Split ~~successors~~Dollar Life Insurance Agreement are ~~duly~~payable ~~elected~~by the Bank and ~~qualified~~the Bank is the sole owner of the related life insurance policy. The ~~Each~~Split ~~such~~Dollar ~~director~~Life ~~was~~Insurance ~~elected~~Agreement byautomatically terminates on the occurrence of any of the following ~~tabulation~~events prior to Ms. Hawkins’s death: (i) written notice given by either the Bank or Ms. Hawkins to the other; (ii) termination of Ms. Hawkins’s employment with the Bank, whether voluntary or involuntary; or (iii) bankruptcy, receivership or dissolution of the Bank. Upon termination of the Split Dollar Life Insurance Agreement, Ms. Hawkins will forfeit all rights thereunder. The

	For	Against	Withhold Authority	Broker Non-Votes
Class III Directors
James F. Comer	6,265,651	—	95,388	—
Michael G. Maynard	6,301,761	—	59,278	—
Clinton M. Swain	6,304,146	—	56,893	—

description of the Split Dollar Life Insurance Agreement included herein is qualified in its entirety by reference to the Split Dollar Life Insurance Agreement, a copy of which is filed herewith as Exhibit 10.2.

In Amendments ~~addition~~to SERP Agreements. Effective June 23, 2025, the Bank entered into (i) a Third Amendment (the “McDearman Third Amendment”) to the ~~foregoing~~Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended, the ~~remaining~~“McDearman ~~directors~~2015 ~~not~~SERP upAgreement”) ~~for~~by ~~re-election~~and atbetween the ~~Shareholders~~Bank ~~Meeting~~and ~~continue~~John C. McDearman III, the Company’s President and Chief Executive Officer and the Bank’s Chief Executive Officer; (ii) a Third Amendment (the “Foster Third Amendment”) to ~~serve~~the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended, the “Foster 2015 SERP Agreement”) by and between the Bank and John Foster, the Company'’s ~~Board~~Executive Vice President and the Bank’s President; (iii) a Third Amendment (the “Oakley Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of ~~Directors~~May 22, 2015, as previously amended on September 26, 2016 and October 26, 2020 and December 28, 2020 (as amended, the “Oakley 2015 SERP Agreement”) by and between the Bank and Clark Oakley, the Bank’s Executive Vice President and Chief Operating Officer; and (iv) a First Amendment (the “Walker First Amendment” and together with the McDearman Third Amendment, the Foster Third Amendment and the Oakley Third Amendment, the “SERP Amendments”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of November 19, 2018 (as amended, the “Walker 2018 SERP Agreement” and together with the McDearman 2015 SERP Agreement, the Foster 2015 SERP Agreement and the Oakley 2015 SERP Agreement, the “Existing SERP Agreements”) by and between the Bank and Taylor Walker, the Bank’s Executive Vice President. The SERP Amendments amend the Existing SERP Agreements to provide for an early retirement benefit for each of Messrs. McDearman, Foster, Oakley and Walker in the event that he remains employed by the Bank until achieving age 60 and so long as in such early retirement scenario he has then been continuously employed by the Bank for a minimum of thirty (30) years. As amended by the SERP Amendments, the Existing SERP Agreements provide that each of Messrs. McDearman, Foster, Oakley and Walker will be entitled to a monthly benefit payable for the remainder of his life paid from annuity contracts purchased by the Bank in the event that he separates from service from the Bank after reaching age 60 but before reaching age 65 and so long as at the time of his separation from service he had been continuously employed by the Bank for 30 years.

~~(2) The~~Each ~~ratification~~ of the ~~appointment~~SERP Amendments to the Existing SERP Agreements also includes a provision that conditions payment of ~~Maggart~~the &benefit ~~Associates,~~payments Pto Messrs.C. McDearman, Foster, Oakley and Walker under the existing SERP Agreements other than those owed as a result of a change of control on him not directly or indirectly performing services that are substantially similar to those that he provided to the ~~Company's~~Bank ~~independent~~for ~~registered~~a ~~public~~business ~~accounting~~that ~~firm~~is engaged in the business of banking within any county where the Bank has an office as of the date of the SERP Agreement or the date he separates from service with the Bank for a period beginning on the ~~fiscal~~date ~~year~~that he separates from service and ending ~~December~~on 31the earlier of the date that payments are no longer being made to him under the Existing SERP Agreement to which he is a party, ~~2025~~as ~~was~~amended, ~~approved~~including as amended by the ~~following~~SERP ~~tabulation:~~Amendments, and the date he reaches the age of 80.

For		Against		Abstain		Broker Non-Votes
6,313,336		24,962		22,741		—

The description of the SERP Amendments included herein is qualified in its entirety by reference to each SERP Amendment, copies of which are filed herewith as Exhibits 10.3, 10.4, 10.5 and 10.6.

~~(3)~~Item ~~The~~9.01 ~~approval~~Financial ofStatements ~~the~~and ~~Wilson Bank Holding Company 2025 Equity Incentive Plan was approved by the following tabulation:~~Exhibits.

For		Against		Abstain		Broker Non-Votes
6,199,914		87,097		74,028		—

(d) Exhibits

~~Item 7~~10.011 Wilson ~~Regulation~~Bank FD& ~~Disclosure~~Trust Supplemental Executive Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and Kayla Hawkins.

On10.2 Split ~~April~~Dollar ~~25,~~Life ~~2025~~Insurance ~~Wilson Bank & Trust~~Agreement, adated ~~wholly~~as ~~owned subsidiary~~ of ~~the~~June ~~Company completed its acquisition of certain assets~~23, ~~including certain loans~~2025, ~~and assumption of certain liabilities, including certain deposits, of a branch office in Cookeville, Tennessee that was previously operated~~ by ~~another~~and ~~bank.~~between ~~Total~~Wilson ~~assets~~Bank ~~acquired~~& ~~were~~Trust ~~approximately~~and ~~$16~~Kayla ~~million as of the date hereof inclusive of approximately $14 million in loans, while total deposits assumed were approximately $26 million~~Hawkins.

On10.3 Third ~~April~~Amendment ~~28,~~to ~~2025,~~Wilson ~~the~~Bank ~~Company~~& ~~issued~~Trust aSupplemental ~~press~~Retirement ~~release~~Plan, ~~disclosing~~dated ~~the~~as ~~branch~~of ~~acquisition~~June 23, a2025, ~~copy~~by ofand ~~which~~between isWilson ~~furnished~~Bank ~~herewith~~& asTrust ~~Exhibit~~and 99John C.1 McDearman III.

~~Item 9~~10.014 Third ~~Financial~~Amendment ~~Statements~~to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and ~~Exhibits~~between Wilson Bank & Trust and John Foster.

Exhibit Number		Description
10.1		Wilson Bank Holding Company 2025 Equity Incentive Plan.
99.1		Press release dated April 28, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

10.5 Third Amendment to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and Clark Oakley.

~~SIGNATURES~~10.6 First Amendment to Wilson Bank & Trust Supplemental Retirement Plan, dated as of June 23, 2025, by and between Wilson Bank & Trust and Taylor Walker.

~~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.~~SIGNATURES

			WILSON BANK HOLDING COMPANY
Date:	April 28, 2025	By:	/s/ John C. McDearman III
			John C. McDearman IIIPresident/Chief Executive Officer

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

Date:	June 26, 2025	By:	/s/ John C. McDearman III
			John C. McDearman III President/Chief Executive Officer

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