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WesBanco (WSBC) CRO Michael Perkins to retire, then serve as paid consultant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

WesBanco, Inc. announced that Senior Executive Vice President and Chief Risk Officer Michael L. Perkins will retire from his officer role effective June 30, 2026 and then serve as a consultant. He and the company entered into an Executive Transition and Consulting Agreement dated June 3, 2026.

Beginning July 1, 2026, Perkins will provide consulting and advisory services as requested by the CEO or board and receive a $33,334 monthly cash consulting fee through June 30, 2027, unless ended earlier under the agreement. The arrangement includes a non‑competition covenant lasting through the consulting term and for one additional year, and his continued vesting of existing equity awards depends on complying with this covenant. The agreement also contains standard non‑disparagement, cooperation, and property‑return provisions.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Monthly consulting fee $33,334 per month Consulting services for WesBanco after July 1, 2026
Retirement effective date June 30, 2026 End of Michael Perkins’s role as Senior EVP and Chief Risk Officer
Consulting period start July 1, 2026 Beginning of Executive Transition and Consulting Agreement term
Consulting period end June 30, 2027 Scheduled expiration of consulting arrangement unless ended earlier
Non-compete duration Consulting term plus 1 year Non-competition covenant tied to equity vesting eligibility
Executive Transition and Consulting Agreement financial
"On June 3, 2026, the Company and Mr. Perkins entered into an Executive Transition and Consulting Agreement"
non-competition covenant financial
"The Agreement further includes a non-competition covenant which applies during the term of the Agreement and for one year thereafter."
non-disparagement financial
"The Agreement also provides for customary covenants such as non-disparagement, cooperation, and return of company property."
A non-disparagement provision is a promise in an agreement that one party will not make negative public statements about the other, like a vow to avoid “badmouthing” a business or its leaders. Investors care because such promises protect reputation and can limit public criticism that might affect a company’s stock price, signal unresolved disputes, or introduce legal risk if enforcement leads to further costs or constrained disclosure.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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): June 03, 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, West Virginia

 

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:

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

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.

 


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

As previously announced, on January 22, 2026, Michael L. Perkins informed the Board of Directors of Wesbanco, Inc. (the “Company”) that Mr. Perkins will retire from his position as the Company’s Senior Executive Vice President and Chief Risk Officer, effective June 30, 2026. On June 3, 2026, the Company and Mr. Perkins entered into an Executive Transition and Consulting Agreement (the “Agreement”) pursuant to which Mr. Perkins agreed to transition to the role of consultant to the Company effective July 1, 2026. Pursuant to the terms of the Agreement, Mr. Perkins will provide consulting and advisory services to the Company as reasonably requested from time to time by the Company's Chief Executive Officer or the Company’s Board of Directors. As compensation for his consulting services, the Company will pay Mr. Perkins a monthly consulting fee of $33,334 in cash. The consulting period under the Agreement will expire on June 30, 2027, unless earlier terminated in accordance with the terms of the Agreement. The Agreement further includes a non-competition covenant which applies during the term of the Agreement and for one year thereafter. Mr. Perkins’s continued eligibility for continued vesting of equity awards held by him upon the effectiveness of his retirement on June 30, 2026 is subject to, and conditioned upon, his compliance with the non-competition covenant in the Agreement. The Agreement also provides for customary covenants such as non-disparagement, cooperation, and return of company property. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

10.1 - Executive Transition and Consulting Agreement, dated June 3, 2026, by and between Wesbanco, Inc. and Michael L. Perkins.

 

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 thereunto duly authorized.

 

 

 

Wesbanco, Inc.
(registrant)

 

 

 

 

Date:

June 4, 2026

 

/s/ Daniel K. Weiss, Jr.

 

 

 

Daniel K. Weiss, Jr.
Senior Executive Vice President and
Chief Financial Officer
 

 


FAQ

What executive change did WesBanco (WSBC) disclose regarding Michael L. Perkins?

WesBanco disclosed that Senior Executive Vice President and Chief Risk Officer Michael L. Perkins will retire from his officer role effective June 30, 2026, and then transition to a consulting role under an Executive Transition and Consulting Agreement dated June 3, 2026.

What are the key terms of Michael Perkins’s consulting role with WesBanco (WSBC)?

After retiring, Michael Perkins will provide consulting and advisory services starting July 1, 2026. WesBanco will pay him a monthly cash consulting fee of $33,334, and the consulting period runs through June 30, 2027, unless it is terminated earlier under the agreement’s terms.

How long does WesBanco’s consulting agreement with Michael Perkins last?

The consulting period for Michael Perkins begins July 1, 2026, and expires June 30, 2027, unless ended earlier according to the agreement. During this time, he will advise WesBanco’s management and board as requested and receive a fixed monthly cash consulting fee.

Does Michael Perkins’s equity vesting continue after retirement from WesBanco (WSBC)?

Perkins’s continued eligibility for vesting of his existing equity awards after his June 30, 2026 retirement depends on complying with the agreement’s non‑competition covenant. If he adheres to this restriction, his equity awards may continue to vest as contemplated under the company’s equity arrangements.

What restrictive covenants apply to Michael Perkins under the WesBanco consulting agreement?

The agreement includes a non‑competition covenant effective during the consulting term and for one year afterward. It also contains customary provisions such as non‑disparagement, cooperation, and return of company property, which govern Perkins’s conduct in relation to WesBanco after his retirement.

Filing Exhibits & Attachments

2 documents