8-K

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): April 6, 2020

WILSON BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

(615) 444-2265

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act: None.

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 2.02 Results of Operations and Financial Condition.

On April 6, 2020, Wilson Bank Holding Company (the “Company”) mailed a letter to its shareholders (the “Shareholder Letter”) describing, among other things, the Company’s earnings for the first three months of 2020. The letter is furnished herewith as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

The information set out in Item 2.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Letter to shareholders mailed April 6, 2020.

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.

EXHIBIT INDEX

ex_179819.htm

Exhibit 99.1

April 6, 2020

Dear Shareholder:

The directors of Wilson Bank Holding Company are pleased to share with you the results of the bank’s first quarter in 2020.  The assets of your company as of March 31 were $2.9 billion, representing an increase of $82.8 million, or 2.96%, since December 31, 2019, and an increase of $204.5 million since March 31, 2019.  Our net income for the first quarter of 2020 was $9.03 million, up $741 million, or 8.94%, from the first quarter of 2019.  This successful quarter also included additional loan loss provisions, providing a cushion as we enter a period of brief uncertainty in the global economy.

We’re thankful for your ongoing support as we navigate unprecedented events in our world, our country and our communities. The reliance you’ve placed in our dedicated team of employees has been truly appreciated as we’ve worked through the challenges of destructive tornados in early March and now the impact of the COVID-19 pandemic.

We continue to operate with modified lobby hours inside our offices, offering drive-thru service only for all routine transactions based on recommendations from the CDC and the Tennessee Department of Health.  In order to meet your needs as a shareholder, we will make every effort to accommodate readily-available curbside service, drive-thru service, phone appointments and personal visits as needed.  Please call our Stock Department at (615) 443-5900 if you’d like to speak with a bank representative about how we can best serve you.

The latest price at which the company’s common stock has been sold is $55.75 per share.

IMPORTANT INFORMATION ABOUT UPCOMING EVENTS

Due to current circumstances related to COVID-19, we will be making a few changes to upcoming events so we can maintain a safe environment for our shareholders and employees.  First, we will be holding a “virtual” annual meeting this year.  While we are disappointed that we won’t be able to visit with you in person, public health concerns call for precaution and continued isolation at this time.  We will also be postponing our annual shareholder picnic, originally scheduled for May, and will announce details about a new date once a decision can be made.

Regarding the annual meeting, we are working to establish ways for you to “attend” virtually, and will be communicating those to you soon.  We will post that information on our website and make a filing with the Securities and Exchange Commission concerning access to the meeting.**** In the meantime, please be sure to submit your proxy beforehand.

In times like these, we are especially grateful for the solid foundation on which your bank is established – a foundation built largely on your support.  We believe our conservative, consistent approach has put us in position to manage your bank through tough times, and we are committed to providing the guidance and resources our customers need to weather this period of adversity.  We strive daily to live up to our reputation as Middle Tennessee’s Community Bank™, and we hope to make you proud in the process.  As we pray for the health and safety of our shareholders, customers and employees, we’d urge you to avoid any unnecessary risks, and we look forward to brighter days that are on the horizon.

Sincerely,