Premier merger shapes Wesbanco (NASDAQ: WSBC) pro forma 2025 earnings

Rhea-AI Filing Summary

Wesbanco, Inc. filed an update providing an unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 reflecting its acquisition of Premier Financial Corp. The pro forma combines both banks’ results as if the merger had been effective from January 1, 2025.

The merger, completed on February 28, 2025, is valued at approximately $1.0 billion, based on Wesbanco’s closing stock price of $35.07, with each Premier Financial share converted into 0.80 Wesbanco common shares. On a pro forma basis, net income available to common shareholders is $219,982 with basic and diluted earnings per share of $2.42.

The pro forma uses acquisition accounting under ASC 805, includes fair value adjustments and related amortization for items such as core deposit and trust customer list intangibles, and applies a 21% federal tax rate to these adjustments. It excludes potential cost savings, revenue opportunities, and balance sheet restructuring effects.

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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): March 2, 2026

Wesbanco, Inc.

(Exact name of Registrant as Specified in Its Charter)

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

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

Registrant’s Telephone Number, Including Area Code: (304) 234-9000

Former Name or Former Address, if Changed Since Last Report: Not Applicable

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 (see General Instructions A.2. below):

☐ 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		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 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. ☐

EXPLANATORY NOTE

As previously disclosed, on February 28, 2025, Wesbanco, Inc. (“Wesbanco”) completed its acquisition of Premier Financial Corp. (“Premier Financial”). This Current Report on Form 8-K is being filed, in part, to provide an updated unaudited pro forma condensed combined statement of income (the “Updated Pro Forma Financial Information”), which is included in Exhibit 99.1 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.

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.

						Wesbanco, Inc.
						(Registrant)
Date: March 2, 2026						/s/ Daniel K. Weiss, Jr.
						Daniel K. Weiss, Jr.
						Senior Executive Vice President and Chief Financial Officer

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Wesbanco, Inc. (“Wesbanco”) and Premier Financial Corp. (“Premier Financial”), and has been prepared to illustrate the financial effect of the merger of Premier Financial with and into Wesbanco, which became effective on February 28, 2025 (the “Merger”). The following unaudited pro forma condensed combined statement of income combines the historical results of operations of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries, as an acquisition by Wesbanco of Premier Financial using the acquisition method of accounting (Accounting Standards Codification (ASC) 805 “Business Combinations”) and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Premier Financial will be recorded by Wesbanco at their respective fair values as of the date the Merger is completed. The pro forma financial information should be read in conjunction with Wesbanco’s Annual Report on Form 10-K for the fiscal years ended December 31, 2025 and 2024 and Premier Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which are incorporated by reference herein.

The unaudited pro forma condensed combined statement of income set forth below assumes that the Merger was consummated on January 1, 2025 and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.

This unaudited pro forma condensed combined statement of income reflects the Merger based upon estimated preliminary acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the Merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined statement of income.

The unaudited pro forma condensed combined statement of income included herein is presented for informational purposes only and does not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of the period presented. This information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition of Premier Financial, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The adjustments included in this unaudited pro forma condensed statement of income do not reflect the benefits of the expected cost savings, expense efficiencies or any potential balance sheet restructuring, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined statement of income and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries. Such information and notes thereto are incorporated by reference herein.

Wesbanco, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2025

		Wesbanco, Inc.				Premier Financial Corp. (1)				Transaction Adjustments (2)								Pro Forma Combined Wesbanco, Inc.
Interest Income
Loans, including fees		$	1,097,203			$	54,933			$	11,096				(a	)		$	1,163,232
Securities and other			174,737				7,103				1,187				(b	)			183,027
Total Interest Income			1,271,940				62,036				12,284								1,346,259
Interest Expense
Deposits			375,756				23,068				(231	)			(c	)			398,593
Other borrowings			81,884				4,146				64				(d	)			86,094
Total Interest Expense			457,640				27,214				(167	)							484,687
Net Interest Income			814,300				34,822				12,450								861,572
Provision for credit losses			77,242				—				—								77,242
Net Interest Income After
Provision for Credit Losses			737,058				34,822				12,450								784,330
Non-Interest Income			166,755				8,250				(850	)			(e	)			174,155
Non-Interest Expense			624,575				29,668				2,956				(f	)			657,199
Income Before Income Taxes			279,238				13,404				8,644								301,286
Provision for income taxes			56,133				2,815				1,815				(g	)			60,763
Preferred stock dividends			20,541				—				—								20,541
Net Income Available to Common Shareholders		$	202,564			$	10,589			$	6,829							$	219,982
Earnings Per Share
Basic		$	2.23			$	0.30				—							$	2.42
Diluted		$	2.23			$	0.29				—							$	2.42
Average Shares Outstanding
Basic			90,896,991				35,892,588				(35,892,588	)			(h	)			90,896,991
Diluted			91,034,094				36,025,353				(36,025,353	)			(h	)			91,034,094

(1) Reflects the period of January 1, 2025 through February 28, 2025.

(2) See Note B to the notes to the unaudited pro forma condensed combined financial information, Purchase Accounting Adjustments, for additional information and cross-references to the pro forma adjustments.

See notes to the unaudited pro forma condensed combined financial information.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note A — Basis of Pro Forma Presentation

On July 25, 2024, Wesbanco entered into an agreement and plan of merger (the “Merger Agreement”) with Premier Financial. Under the terms of the Merger Agreement, each share of Premier Financial common stock that was outstanding immediately prior to the effectiveness of the Merger converted into the right to receive 0.80 shares of Wesbanco’s common stock upon effectiveness of the Merger. The receipt by Premier Financial shareholders of shares of Wesbanco common stock in exchange for their shares of Premier Financial common stock is anticipated to qualify as a tax-free exchange. The transaction, which was consummated on February 28, 2025, is valued at approximately $1.0 billion. This value is based on Wesbanco’s closing stock price on February 28, 2025 of $35.07.

The unaudited pro forma condensed combined statement of income, including per share data, are presented after giving effect to the Merger. The pro forma financial information assumes that the Merger was consummated on January 1, 2025 and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statements of income, as if it had been effective during the entire period presented.

The Merger was accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price over the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed was recorded as goodwill. The pro forma financial information includes estimated adjustments to record the assets and liabilities of Premier Financial at their respective fair values and represents management’s estimates based on available information at the acquisition date.

Note B — Purchase Accounting Adjustments

Estimated fair value adjustments included in the pro forma statement of income are based upon available information, and certain assumptions considered reasonable at the acquisition date. For purposes of this pro forma analysis, fair value adjustments, other than goodwill, are amortized/accreted on either a straight-line basis or under an accelerated method over their estimated average remaining lives. Estimated accretion and amortization on borrowings are based on estimated maturity by type of borrowing. When the actual amortization/accretion is recorded for periods following the closing of the Merger, the effective yield method will be used where appropriate. Tax expense related to the net fair value adjustments is calculated at the statutory 21% tax rate for federal income tax purposes.

Included in the pro forma adjustments are amortization of core deposit and trust customer list intangibles. The core deposit intangibles are separate from goodwill and amortized under an accelerated method over an estimated average remaining life of ten (10) years. The trust customer list intangibles are amortized over an estimated average remaining life of fifteen (15) years.

The following provides additional details about the methods and assumptions used to determine the pro forma adjustments in the unaudited proforma condensed combined statements of income. All adjustments are based on assumptions and/or valuations at the acquisition date.

(a) Adjustment to record two months of loan discount accretion of the estimated fair value mark, based on the expected average life of the portfolio.

(b) Adjustment to record two months of investment securities discount accretion of the estimated fair value mark, based on the expected average life of the portfolio.

(c) Adjustment to record two months of discount accretion of the estimated fair value mark over the remaining contractual maturity of the underlying instruments stated term.

(d) Adjustment to record two months of discount accretion of the estimated fair value mark over the remaining contractual maturity of the underlying instruments stated term.

(e) Reduction in income due to the impact of lower interchange income on Premier Financial.

(f) Adjustment for two months of amortization of the estimated core deposit intangible (CDI) and trust customer list over their average lives and remove Premier Financials’ existing amortization of CDI.

(g) Adjustment to recognize the tax impact of pro forma transaction and financing related adjustments at 21%.

(h) Adjustment to eliminate Premier Financial’s common shares already reflected in Wesbanco’s share balance.

FAQ

What did Wesbanco (WSBC) disclose in this 2025 pro forma update?

Wesbanco provided an updated unaudited pro forma condensed combined statement of income for 2025. It shows how Wesbanco and Premier Financial results would look as a single company if the merger had been effective from January 1, 2025, using acquisition accounting adjustments.

How is the Wesbanco–Premier Financial merger structured and valued?

Each share of Premier Financial common stock converted into 0.80 shares of Wesbanco common stock. The transaction is valued at approximately $1.0 billion, based on Wesbanco’s February 28, 2025 closing stock price of $35.07, and is anticipated to qualify as a tax-free exchange.

What are the key 2025 pro forma earnings figures for Wesbanco (WSBC)?

On a pro forma combined basis for 2025, net income available to common shareholders is $219,982, with basic and diluted earnings per share of $2.42. These figures assume the Premier Financial merger was effective for the full year under acquisition accounting adjustments.

How does Wesbanco account for the Premier Financial acquisition in the pro forma data?

The merger is accounted for under ASC 805 using the acquisition method. Premier Financial’s assets and liabilities are recorded at estimated fair value, with any excess purchase price over these fair values recognized as goodwill and related fair value adjustments amortized or accreted over estimated lives.

What assumptions and limitations apply to Wesbanco’s 2025 pro forma statement?

The pro forma reflects only adjustments that are directly attributable to the Premier Financial acquisition, factually supportable, and expected to have a continuing impact. It excludes expected cost savings, expense efficiencies, additional revenue opportunities, balance sheet restructuring, and market-driven impacts, so it may differ from actual future results.

Which intangible assets are highlighted in Wesbanco’s pro forma adjustments?

The pro forma includes amortization of core deposit and trust customer list intangibles. Core deposit intangibles are amortized under an accelerated method over an estimated ten-year life, while trust customer list intangibles are amortized over an estimated fifteen-year life, affecting ongoing expense levels.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 51.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.1 KB