SECURITIESFORM AND EXCHANGE COMMISSION8-K

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

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): March 04, 2026

~~Pursuant~~WESBANCO, ~~to Section 13 or 15(d)~~INC.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): March 2, 2026


West Virginia	001-39442	55-0571723
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Bank Plaza
Wheeling, West Virginia		26003
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~Wesbanco~~Telephone Number, ~~Inc.~~Including Area Code: 304 234-9000

~~(Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter)~~Last Report: Not Applicable

West Virginia		001-39442		55-0571723
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

1 Bank Plaza, Wheeling, WV		26003
(Address of Principal Executive Offices)		(Zip Code)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~Telephone~~material ~~Number,~~pursuant ~~Including~~to ~~Area~~Rule ~~Code:~~14a-12 under the Exchange Act (~~304)~~17 ~~234~~CFR 240.14a-~~9000~~12)

~~Former~~☐Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if14d-2(b) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report:~~Act ~~Not~~(17 ~~Applicable~~CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instructions A~~240.~~2. below~~13e-4(c):)

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	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 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B)	WSBCO	Nasdaq Global Select Market

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~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 12 13(ba) of the Exchange 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 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B)	WSBCO	NASDAQ Global Select Market

Wesbanco, Inc.

(Registrant)

Date: March 2, 2026

/s/ Daniel K. Weiss, Jr.

Daniel K. Weiss, Jr.

Senior Executive Vice President and Chief Financial Officer

~~Indicate~~As bypart ~~check~~of ~~mark~~its ~~whether~~ongoing review of corporate governance practices in general, the ~~registrant~~Board of Directors (the “Board”) of Wesbanco, Inc. (the “Company”) considered what number of directors would position the Board at its optimal size at the current time. The Board concluded that its current size is anmuch ~~emerging~~larger ~~growth~~than ~~company~~that asof ~~defined~~the Company’s peers and that it would be in ~~Rule~~the ~~405~~best interests of the ~~Securities~~Company ~~Act~~and ofits ~~1933~~shareholders ~~(§230~~for the Board size to be reduced.~~405~~ To ofthat ~~this~~end, ~~chapter)~~the orCompany’s ~~Rule~~directors ~~12b-2~~were offered a voluntary retirement opportunity whereby interested directors would retire effective at the conclusion of the ~~Securities~~Company’s ~~Exchange~~annual ~~Act~~meeting of ~~1934~~shareholders in April 2026 (~~§240.12b~~the “2026 Annual Meeting”) and receive a one-2time equity grant of ~~this~~restricted ~~chapter~~shares of the Company’s common stock valued at $250,000 (the “Offer”).

~~Emerging~~Following ~~growth~~receipt ~~company~~of ☐indications of interest with respect to the Offer, and convening meetings of the Nominating and Compensation Committees thereafter, on March 4, 2026, the Board accepted notices of retirement (collectively, the “Notices”) respectively submitted by Abigail M. Feinknopf, a director of the class with a term expiring at the 2026 Annual Meeting, James W. Cornelsen, a director of the class with a term expiring at the Company’s annual meeting of shareholders to occur in 2027 (the “2027 Annual Meeting”), and D. Bruce Knox, a director of the class with a term expiring at the 2027 Annual Meeting. Pursuant to the respective Notices, Ms. Feinknopf and Messrs. Cornelsen and Knox each notified the Board of their intent to accept the Offer and retire from the Board effective at the conclusion of the 2026 Annual Meeting. Accordingly, Ms. Feinknopf will not stand for re-election to the Board at the 2026 Annual Meeting. The respective voluntary decisions by Ms. Feinknopf and Messrs. Cornelsen and Knox to accept the Offer and retire from the Board were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

IfOn anMarch ~~emerging~~4, ~~growth~~2026, ~~company~~the Board also approved a decrease in the size of the Board from 19 directors to 15 directors in accordance with the Company’s Bylaws, ~~indicate~~effective upon the retirements of Ms. Feinknopf and Messrs. Cornelsen and Knox at the conclusion of the 2026 Annual Meeting, as well as the retirement of Michael J. Crawford at the conclusion of the 2026 Annual Meeting in accordance with the Company’s policy that a director must be less than 70 years of age at the time of election. On the same date, in order to achieve an equal balance of membership among the Board’s three classes of directors as required by ~~check~~the ~~mark~~Company’s ifAmended and Restated Articles of Incorporation and applicable law, the ~~registrant~~Board ~~has~~determined ~~elected~~that ~~not~~(i) John L. Bookmyer should be reclassified from the class of directors with terms expiring at the Company’s annual meeting of shareholders to ~~use~~occur in 2028 (the ~~extended~~“2028 ~~transition~~Annual ~~period~~Meeting”) to the class of directors that will stand for ~~complying~~election for three-year terms at the 2026 Annual Meeting, and (ii) Joseph R. Robinson should be reclassified from the class of directors with ~~any~~terms ~~new~~expiring orat ~~revised~~the ~~financial~~2028 ~~accounting~~Annual ~~standards~~Meeting ~~provided~~to ~~pursuant~~the class of directors with terms scheduled to ~~Section 13(~~expire at the 2027 Annual Meeting. Accordingly, the Board nominated Mr. Bookmyer to stand for election at the 2026 Annual Meeting for a) three-year term expiring at the Company’s annual meeting of shareholders to occur in 2029 and Mr. Robinson to stand for election at the ~~Exchange~~2026 ~~Act~~Annual Meeting for a one-year term expiring at the 2027 Annual Meeting. In ☐connection with his nomination, on March 4, 2026, Mr. Bookmyer notified the Board of his intention to resign at the conclusion of the 2026 Annual Meeting as a director of the class with a term expiring at the 2028 Annual Meeting, contingent upon his election to a three-year term at the 2026 Annual Meeting. Similarly, in connection with his nomination, on March 4, 2026, Mr. Robinson notified the Board of his intention to resign at the conclusion of the 2026 Annual Meeting as a director of the class with a term expiring at the 2028 Annual Meeting, contingent upon his election to a one-year term at the 2026 Annual Meeting. The respective conditional resignations and nominations of Mr. Bookmyer and Mr. Robinson were done solely to rebalance the Board’s classes, and for all other purposes, including committee service and compensation, the service by Mr. Bookmyer and Mr. Robinson on the Board will be deemed to have continued uninterrupted.

~~EXPLANATORY NOTE~~ SIGNATURE

AsPursuant ~~previously~~to ~~disclosed,~~the onrequirements ~~February 28,~~of ~~2025,~~the ~~Wesbanco,~~Securities ~~Inc.~~Exchange ~~(“Wesbanco”)~~Act ~~completed its acquisition~~ of ~~Premier~~1934, ~~Financial~~the ~~Corp.~~registrant ~~(“Premier~~has ~~Financial”).~~duly ~~This~~caused ~~Current~~this ~~Report~~report ~~on Form 8-K is being filed, in part,~~ to ~~provide~~be ansigned ~~updated~~on ~~unaudited~~its ~~pro~~behalf ~~forma~~by ~~condensed combined statement of income (~~the ~~“Updated~~undersigned ~~Pro~~thereunto ~~Forma~~duly ~~Financial Information”), which is included in Exhibit 99~~authorized.~~1 to this Current Report on Form 8-K.~~

The Updated Pro Forma Financial Information updates and supplements the unaudited pro forma condensed combined financial information of the Company and Premier Financial and related disclosures contained in Exhibit 99.3 to the Company’s Current Report on Form 8-K/A filed on March 28, 2025 and Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 10, 2025 (collectively, the “Prior Reports”). To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Prior Reports, the information in this Current Report on Form 8-K shall supersede or supplement the information in the Prior Reports.


		Wesbanco, Inc. (registrant)

Date:	March 4, 2026	/s/ Daniel K. Weiss, Jr.
		Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1		Unaudited pro forma condensed combined statement of income for the year ended December 31, 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.

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