WSBC Form 4: Director Acquires Series B Depositary Shares in Offering

Rhea-AI Filing Summary

WesBanco, Inc. director Gregory S. Proctor Jr. reported a purchase of 2,000 depositary shares on 09/17/2025 at $25 per depositary share, increasing his direct beneficial ownership to 2,000 depositary shares. Each depositary share represents a 1/40th interest in a share of the companys 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. The depositary shares were acquired in an underwritten public offering. The Form 4 was signed by an attorney-in-fact on 09/18/2025.

Positive

• Director purchase of 2,000 depositary shares shows insider participation in the underwritten offering
• Clear disclosure of security type and purchase price ($25 per depositary share) and legal execution

Negative

• None.

Insights

Securities Analyst

TL;DR: Director purchase of preferred depositary shares in an underwriting indicates insider participation but is limited in scale.

This filing documents a straightforward open-market acquisition through an underwritten public offering rather than a sale or derivative transaction. The purchase of 2,000 depositary shares at $25 each increases the reporting persons direct holdings to 2,000 depositary shares. Because each depositary share equals 1/40th of a preferred share, the economic stake in the preferred series is modest. There is no disclosure of related changes in common equity holdings, option exercises, or derivatives. The filing is procedural and does not indicate material changes to corporate control or capital structure.

Corporate Governance Expert

TL;DR: Insider participation in the offering is a governance-positive signal but not material to ownership concentration.

The transaction shows a director acquiring preferred depositary shares via the companys underwritten offering, which can signal board-level support for the offering terms. The reported ownership remains limited to the 2,000 depositary shares and is held directly. The Form 4 contains clear identification of the security type and purchase mechanics and is properly executed by an attorney-in-fact. No director departures, option grants, or related-party transactions are disclosed in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Proctor Gregory S JR

(Last) (First) (Middle)

C/O WESBANCO, INC.

ONE BANK PLAZA

(Street)

WHEELING WV 20601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESBANCO INC [ WSBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Depositary Shares B(1)	09/17/2025		P		2,000	A	$25	2,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each depositary share represents a 1/40th interest in a share of WesBanco, Inc.'s 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B no par value per share. The depositary shares were purchased in an underwritten public offering.

	/s/ Daniel K. Weiss, Attorney-in-Fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Gregory S. Proctor Jr. report on Form 4 for WesBanco (WSBC)?

He reported acquiring 2,000 depositary shares on 09/17/2025 at $25 per depositary share, held directly and increasing his holdings to 2,000 depositary shares.

What do the depositary shares represent for WSBC preferred stock?

Each depositary share represents a 1/40th interest in a share of WesBancos 7.375% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B.

How were the depositary shares acquired according to the filing?

The depositary shares were purchased in an underwritten public offering.

When was the Form 4 signed and by whom?

The filing was signed by Daniel K. Weiss, Attorney-in-Fact on 09/18/2025.

Did the filing report any derivative transactions or dispositions?

No. The Form 4 reports a non-derivative acquisition only and lists no dispositions or derivative securities.