WBHC amends and restates bylaws, clarifying shareholder and board rules

Rhea-AI Filing Summary

Wilson Bank Holding Company reported that its board adopted amended and restated bylaws, effective November 24, 2025. The changes refine how shareholders can nominate directors or submit business at annual and special meetings by adding detailed procedural, disclosure and information requirements about the proposing shareholders.

The updated bylaws clarify that both shareholder and board meetings may be held by remote communication, and that remote participation counts as attendance. They also set ownership and disclosure requirements for shareholders seeking to call a special meeting, update rules for processing transfers of common stock, revise how meeting notices may be given, and enhance clarity around indemnification of directors and officers, along with various technical and conforming changes.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): November 24, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 24, 2025, the board of directors of Wilson Bank Holding Company (the “Company”) adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:

• Establish procedural, disclosure and information requirements in connection with shareholder nominations of directors and business proposals made in connection with annual and special meetings of the Company’s shareholders, including requiring information with respect to the proponent of such nomination or proposal;

• Clarify that meetings of the Company’s shareholders may occur by means of remote communication and that attendance by a shareholder by means of remote communication constitutes attendance at the meeting;

• Clarify that meetings of the Company’s board of directors and committees thereof may be held by means of remote communication;

• Establish ownership, procedural and disclosure requirements for shareholders of the Company that are seeking to call a special meeting of the Company’s shareholders, including requirements related to how shares will be counted as being owned by such shareholder for purposes of determining whether the shareholder owns sufficient shares to be able to call a special meeting;

• Clarify the requirements and procedures related to the Company’s processing of transfers involving the Company’s common stock;

• Modify the provisions related to the manner in which notice may be given by the Company with respect to board, committee or shareholders’ meetings;

• Enhance the clarity of the provisions related to indemnification of directors and officers of the Company; and

• Make various other updates, including technical, ministerial and conforming changes.

The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
3.1		Amended and Restated Bylaws of Wilson Bank Holding Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			WILSON BANK HOLDING COMPANY
Date:	November 26, 2025	By:	/s/ John C. McDearman III
			John C. McDearman III President/Chief Executive Officer

FAQ

What did WBHC announce in this Form 8-K filing?

Wilson Bank Holding Company disclosed that its board adopted amended and restated bylaws effective November 24, 2025, updating governance and meeting procedures.

How do the new WBHC bylaws affect shareholder nominations and proposals?

The bylaws add procedural, disclosure and information requirements for shareholder director nominations and business proposals at annual and special meetings, including details about the proposing shareholder.

Do the amended WBHC bylaws allow virtual shareholder meetings?

Yes. The bylaws clarify that shareholder meetings may be held by remote communication, and that remote attendance constitutes attendance at the meeting.

What changes were made to WBHC’s special meeting rules for shareholders?

The bylaws establish ownership, procedural and disclosure requirements for shareholders seeking to call a special meeting, including how shares are counted to determine eligibility.

How do the updated WBHC bylaws address indemnification?

The amendments enhance the clarity of provisions related to indemnification of the company’s directors and officers.

Where can investors find the full text of WBHC’s amended bylaws?

The complete text of the Amended and Restated Bylaws is filed as Exhibit 3.1 to this Form 8-K and is incorporated by reference.