[8-K] WESCO INTERNATIONAL INC Reports Material Event

Rhea-AI Filing Summary

Wesco International disclosed a separation agreement with Mr. Squires entered on September 10, 2025 that becomes effective on September 18, 2025 subject to his right to revoke prior to that date. The document is described as a general release in which Mr. Squires agrees to non-competition, non-solicitation, non-disparagement, and confidentiality obligations.

The agreement also provides for specified severance benefits and tax equalization benefits for 2025 and 2026 tied to equity grants made during an expatriate assignment. The filing notes this summary is qualified by the full Release, which the company will file as an exhibit to its quarterly report for the period ended September 30, 2025.

Positive

• Company secured restrictive covenants (non-compete, non-solicit, non-disparagement, confidentiality) to protect business interests
• Tax equalization benefits provided for 2025 and 2026 which may address expatriate tax exposure

Negative

• Severance and tax benefits are disclosed but not quantified, leaving potential near-term cash or accounting impact unclear
• Release becomes effective only if not revoked by September 18, 2025, creating a short conditional window

Insights

Corporate Governance Analyst

Separation includes standard restrictive covenants and limited ongoing tax support.

The agreement documents a post-employment release and customary restrictive clauses: non-compete, non-solicit, non-disparagement, and confidentiality. These provisions are common in executive separations to protect proprietary information and customer relationships.

Cash or equity severance and tax equalization for 2025 and 2026 are disclosed but not quantified; investors should review the filed Release exhibit for exact cost and timing details once included in the quarterly report.

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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): 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

FAQ

What did WESCO (WCC) announce in this Form 8-K?

The company announced a separation Release with Mr. Squires entered on September 10, 2025 that becomes effective on September 18, 2025, including restrictive covenants and severance plus tax equalization for 2025 and 2026.

When does the Release with Mr. Squires become effective for WCC?

The Release becomes effective on September 18, 2025, subject to Mr. Squires' right to revoke before that date.

Does the filing disclose the dollar amount of severance for WCC?

No; the summary states severance benefits are provided but does not quantify amounts. The full Release will be filed as an exhibit to the quarterly report for the period ended September 30, 2025.

What are the restrictive terms included in the Release?

The Release includes non-competition, non-solicitation, non-disparagement, and confidentiality provisions.

What are the tax-related benefits mentioned in the filing?

The Release provides for tax equalization benefits covering 2025 and 2026 related to equity grants made while Mr. Squires was on an expatriate assignment.