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): May 20, 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 8.01 Other Events.

Wesbanco, Inc. (“Wesbanco”) issued a press release today announcing that its Board of Directors approved a new stock repurchase program and authorized the repurchase of up to an additional 4.0 million shares of Wesbanco common stock. The press release announcing the new stock repurchase program is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 - Wesbanco, Inc. press release announcing the authorization of a new stock repurchase program dated May 20, 2026.

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:	May 20, 2026	/s/ Daniel K. Weiss, Jr.
		Daniel K. Weiss, Jr. Senior Executive Vice President and Chief Financial Officer

WesBanco, Inc. Announces Approval of a Stock Repurchase Program Increase

Wheeling, W.Va., May 20, 2026 – WesBanco, Inc. (“WesBanco”) (Nasdaq:WSBC), a diversified, multi-state bank holding company, announced that the Board of Directors has authorized a 4.0 million share increase to the 3.2 million stock repurchase program approved by the Board on February 24, 2022, which had approximately 0.9 million shares remaining available for repurchase, as of March 31, 2026. The combination of the additional 4.0 million shares and 0.9 million shares remaining under the prior authorization totals 4.9 million shares available and authorized for repurchase, or 5.1% of shares outstanding, as of March 31, 2026.

The timing, price, and quantity of purchases will be at WesBanco’s discretion, subject to market conditions and other factors. The repurchase program does not obligate WesBanco to repurchase any minimum number of shares and may be modified, suspended, or discontinued at any time. Repurchases under the program may be effected through open market purchases, privately-negotiated transactions, block purchases, Rule 10b5-1 plans, or otherwise in accordance with applicable securities laws and other legal requirements. Repurchases under this program may be funded from a combination of existing cash balances and other available liquidity sources. The stock repurchase plan is not subject to an expiration date.

About WesBanco, Inc.

With over 150 years as a community-focused, regional financial services partner, WesBanco Inc. (NASDAQ: WSBC) and its subsidiaries build lasting prosperity through relationships and solutions that empower our customers for success in their financial journeys. Customers across our ten-state footprint choose WesBanco for the comprehensive range and personalized delivery of our retail and commercial banking solutions, as well as trust, brokerage, wealth management and insurance services, all designed to advance their financial goals. Through the strength of our teams, we leverage large bank capabilities and local focus to help make every community we serve a better place for people and businesses to thrive. Headquartered in Wheeling, West Virginia, WesBanco has $27.5 billion in total assets, with our Trust and Investment Services holding $7.8 billion of assets under management and securities account values (including annuities) of $2.6 billion through our broker/dealer, as of March 31, 2026. Learn more at www.wesbanco.com and follow @WesBanco on Facebook, LinkedIn and Instagram.

SOURCE: WesBanco, Inc.

WesBanco Company Contact:

John H. Iannone

Senior Vice President, Investor Relations

304-905-7021

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