8-K
WILSON BANK HOLDING CO (WBHC)
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 12, 2021
WILSON BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Tennessee | 000-20402 | 62-1497076 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation) | File Number) | Identification No.) |
| 623 West Main Street | ||
| Lebanon , Tennessee | 37087 | |
| (Address of principal executive offices) | (Zip Code) |
(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):
| ☐ | 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: 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 12, 2021, 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 2021. 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 12, 2021.
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.
| WILSON BANK HOLDING COMPANY | ||
|---|---|---|
| By: | /s/ John C. McDearman III | |
| John C. McDearman III | ||
| President/Chief Executive Officer | ||
| Date: April 12, 2021 |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Letter to shareholders mailed April 12, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
ex_179819.htm
Exhibit 99.1
April 12, 2021
Dear Shareholder:
The Board of Directors of Wilson Bank Holding Company would like to share the results of the first quarter of 2021 with you:
| ● | The assets of your company, as of March 31, 2021, were $3.55 billion representing an increase of $178.9 million, or 5.31%, since December 31, 2020. |
|---|---|
| ● | Our net income for the first quarter of 2021 was $11.1 million, up $2.1 million or 23.40%, from the first quarter of 2020. |
These strong first quarter results were driven in part by continued growth and volume in our Mortgage Division, our strong participation in the PPP Loan Program, and overall growth in the Middle Tennessee economy as more people get vaccinated and businesses find new and better ways to attract customers.
During the first quarter, we launched our new suite of checking accounts designed to have greater benefits and rewards for our customers. Behind the scenes, we are working to transform our new account, or onboarding, process for new deposit and loan customers. Our goal is to continue to provide you the best experience no matter how you do business with us: online, in-person, phone, or email.
| ● | The latest price at which the Company's common stock has been sold of which we are aware was $59.80 per share. |
|---|
The Board of Directors has also approved modifications to our dividend reinvestment plan to permit participants to accumulate dividend funds from previous payments to purchase shares of our common stock in the future. For those of you who reinvest your dividends under the plan, we will now be able to hold the excess funds left over after purchasing your additional shares, instead of paying out the amount in cash as we currently do. These excess funds will be held until the next dividend is paid and then used with the funds from such dividend to purchase additional shares at that time under the plan. Before the next dividend is paid, you will receive further details on this change, as well as instructions for opting out of this feature, if you choose to do so. We are excited to be able to offer you this additional opportunity to invest in WBHC stock and avoid the inconvenience of receiving these minimal amounts.
We continue to monitor and respond to pandemic-related concerns for both our customers and employees. We appreciate the support of both of these groups as well as each of you as we continue to navigate the pandemic. We are also grateful for the flexibility and focus our team has shown during these difficult times. Although the situation is more encouraging than it has been in the past, only a couple of months ago the positive cases were at an all-time high and we were again faced with more remote work and modified lobbies. I ask for continued prayer for all those individuals and families that continue to be affected by COVID-19.
Because of the current circumstances related to COVID-19 and in order to maintain a safe community for our shareholders and employees, we will be modifying these upcoming events:
| Our annual Shareholder Meeting will be held on |
|---|
| April 27, 2021 at 7:00pm via Conference Call / Webex. |
| In the next 7-10 days, you will receive detailed instructions for |
| registering to attend the shareholder meeting virtually. We will |
| also post the registration information on our website. |
| Our annual Shareholder’s Picnic has been modified to a special |
| --- |
| come-and-go shareholder event in Fiddler’s Grove at the Wilson |
| County Fairgrounds. We will accommodate two different time |
| slots between 10am-2pm in order to maintain social distancing. |
| Mark your calendar for Saturday May 15^th^ and plan to bring your |
| family! More information to come. |
We continue to be proud of the solid foundation on which your bank has been established. Our greatest asset is our team and their commitment to ongoing improvement both personally and professionally. We are also committed to continuing what we view as sustainable growth. As a result, I am excited to announce our 29^th^ office, opening later this year, located in the Station Camp area of Gallatin, TN just off Greenlea Boulevard at 1630 Nashville Pike. We are grateful to have your support during this extraordinary time in our world, one of great change, but also great opportunity.
Sincerely,
| John C. McDearman, III | Tony Patton |
|---|---|
| President/CEO | Chairman |
| Wilson Bank Holding Company | Wilson Bank Holding Company |