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): July 21, 2023

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, WV	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 (see General Instructions 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:

Title of each class	Trading Symbol	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 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)	WSBCP	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.

In accordance with the announcement previously made by Wesbanco, Inc. (the “Company”), Todd F. Clossin will retire from his position as President and Chief Executive Officer of the Company effective August 1, 2023, and Jeffrey H. Jackson, previously the Company’s Senior Executive Vice President and Chief Operating Officer, has been appointed to serve as the Company’s President and Chief Executive Officer as of August 1, 2023. For more information regarding Mr. Jackson’s background, please see Mr. Jackson’s biography set forth in the Company’s definitive Proxy Statement for its 2023 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 15, 2023, which is incorporated herein by reference.

In connection with Mr. Jackson’s appointment as President and Chief Executive Officer of the Company, Mr. Jackson also has been elected to the Company’s Board of Directors effective August 1, 2023. Mr. Clossin will continue as a member of the Company’s Board of Directors.

On July 21, 2023, the Company issued a press release regarding Mr. Clossin’s retirement and Mr. Jackson’s appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Jackson Employment Agreement

On July 21, 2023, Mr. Jackson, the Company and Wesbanco Bank, Inc. (the “Bank”) entered into an amended and restated employment agreement (the “Jackson Employment Agreement”) in connection with Mr. Jackson’s appointment as President and Chief Executive Officer of the Company. As provided in the Jackson Employment Agreement, Mr. Jackson’s base salary will be no less than $850,000 per year, and he will be eligible to participate in the Company’s Key Executive Incentive Bonus, Option and Restricted Stock Plan (the “Incentive Plan”). Under the Incentive Plan, Mr. Jackson will be eligible to earn Annual Cash Incentive Awards of 75% of his base salary, subject to adjustment based on performance, prorated for the first year and on a calendar year basis thereafter, and will be eligible to receive Annual Stock Option and Restricted Stock awards, with the Restricted Stock award target at 90% of base salary and with a mixture of performance based and time based grants as determined by the Compensation Committee each year. Mr. Jackson will be eligible to receive other miscellaneous benefits as the Company provides to its executive employees generally.

If Mr. Jackson’s employment is terminated other than for cause, death or mutual agreement, Mr. Jackson will be entitled to an amount equal to the greater of (i) six months of base salary at his then current base rate, or (ii) the base salary he would have received had he continued to be employed pursuant to the Jackson Employment Agreement through the end of the term of the Jackson Employment Agreement. If Mr. Jackson’s employment is terminated due to death, his surviving spouse or, in lieu thereof, his estate, will be entitled to an amount equal to six months of the base salary of his then current base rate.

The Jackson Employment Agreement has a term commencing August 1, 2023 and continuing until July 31, 2026. The term of the Jackson Employment Agreement automatically will be extended on each August 1 for an additional one year, thereby creating a new three year term, unless written notice of termination is given. The Jackson Employment Agreement also contains other provisions customary to similar agreements, including a provision relating to the non-disclosure of confidential information.

The foregoing description of the Jackson Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Jackson Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to Clossin Employment Agreement

On July 21, 2023, Mr. Clossin, the Bank and the Company entered to a First Amendment to Amended and Restated Employment Agreement (the “Clossin Employment Agreement Amendment”) which amended the Amended and Restated Employment Agreement, dated as of April 24, 2014 (the “Clossin Employment Agreement”), among the Bank, the Company and Mr. Clossin. As provided in the Clossin Employment Agreement Amendment, in order to promote an orderly transition following Mr. Clossin’s retirement as President and Chief Executive Officer of the Company, Mr. Clossin will continue as an employee of the Company through December 31, 2023. Mr. Clossin will receive a salary at an annualized rate of approximately $500,000, plus any increases granted by the Company’s Board of Directors, and will be eligible to participate in the Incentive Plan. Under the Incentive Plan, Mr. Clossin will be eligible to earn an Annual Cash Incentive Award of up to 75% of his base salary immediately prior to the date of the Clossin Employment Agreement Amendment.

Subject to the terms and conditions of the Clossin Employment Agreement Amendment, the Bank and the Company will treat Mr. Clossin’s termination of employment on December 31, 2023 as a “Retirement” with the consent of the Company for purposes of Mr. Clossin’s outstanding equity awards.

Other than as set forth in the Clossin Employment Agreement Amendment, the terms and conditions set forth in the Clossin Employment Agreement continue in full force and effect.

The foregoing description of the Clossin Employment Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Clossin Employment Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to Clossin Restricted Stock Agreements

On July 21, 2023, Mr. Clossin and the Company entered into a First Amendment to Restricted Stock Agreement (the “RSU Agreement Amendment”) to Mr. Clossin’s currently in-place restricted stock agreements (collectively, the “RSU Agreements”). As provided in the RSU Agreement Amendment, if Mr. Clossin’s employment with the Company is terminated for any reason other than Mr. Clossin’s death, disability or retirement with the consent of the Company, all rights of Mr. Clossin to his equity awards which remain subject to restrictions will terminate and be forfeited in their entirety. If Mr. Clossin dies or becomes disabled during the term of his employment with the Company, Mr. Clossin or his beneficiary will receive Mr. Clossin’s equity awards which remain subject to restrictions when, if and to the extent the restrictions lapse. If Mr. Clossin retires with the consent of the Company, Mr. Clossin will receive his equity awards which remain subject to restrictions when, if and to the extent the restrictions lapse; provided that in the event that Mr. Clossin breaches the non-solicitation and non-competition provisions of the RSU Agreements, as amended, prior to the lapse of the restrictions, all rights of Mr. Clossin to such equity awards will terminate and be forfeited in their entirety.

Other than as set forth in the RSU Agreement Amendment, the terms and conditions set forth in the RSU Agreements continue in full force and effect.

The foregoing description of the RSU Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of RSU Agreement Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.1	Employment Agreement, dated as of July 21, 2023, by and among Wesbanco Bank, Inc., Wesbanco, Inc. and Jeffrey H. Jackson.
10.2	First Amendment to Amended and Restated Employment Agreement, dated as of July 21, 2023, by and among Wesbanco Bank, Inc., Wesbanco, Inc. and Todd F. Clossin.
10.3	First Amendment to Restricted Stock Agreement, by and between Wesbanco, Inc. and Todd F. Clossin.
99.1	Press release dated July 21, 2023.
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 hereunto duly authorized.

	Wesbanco, Inc.
	(Registrant)
Date: July 21, 2023	/s/ Daniel K. Weiss, Jr.
	Daniel K. Weiss, Jr.
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT, is made and entered into effective as of the 1^st day of August, 2023, by and between WESBANCO BANK, INC., hereinafter referred to as “Bank” and JEFFREY H. JACKSON, hereinafter referred to as “Employee”, and WESBANCO, INC., a West Virginia corporation, hereinafter referred to as “Wesbanco”.

WHEREAS, Employee is serving as an executive officer of the Bank as of the date hereof pursuant to an Employment Agreement dated the 5^th day of July, 2022, providing for a specific term of employment which the parties agree shall expire as of the Effective Date (as hereinafter defined) hereof (the “2022 Agreement”), and

WHEREAS, the Bank wishes to assure itself of the Employee’s full time employment and continuing services in an executive capacity and, therefore, the parties desire to amend and restate the 2022 Agreement by converting the term from a fixed term expiring on the Effective Date hereof to a revolving term of three years and to update the compensation payable thereunder, all as hereinafter set forth.

WITNESSETH THAT: In consideration of the mutual promises and undertakings hereinafter set forth, the parties hereto agree as follows:

1. OFFER OF EMPLOYMENT. The Bank agrees to, and hereby does, continue the employment of Employee at WesBanco and the Bank as President and Chief Executive Officer, effective as of August 1, 2023 (the “Effective Date”). In that capacity, Employee shall be answerable to the Board of Directors of WesBanco, the parent company of the Bank, and the Board of Directors of the Bank. Employee shall perform such duties, compatible with his employment under this Agreement, as the Board of Directors of the Bank, and Wesbanco, from time to time may assign to him.

2. COMPENSATION. As compensation for the performance of the services specified in Paragraph (1) and the observance of all of the provisions of this Agreement, the Bank agrees to pay Employee, and Employee agrees to accept, the following amounts and benefits during his term of employment:

(A) Salary at a rate to be determined by the Board of Directors of the Bank, with notice to be given to employee in May of each calendar year, but in no event shall Employee’s base salary be less than Eight Hundred Fifty Thousand Dollars ($850,000.00) per year, plus any increases granted by the Board of Directors after the date hereof, and payable in equal biweekly installments;

(B) Participation in the WesBanco, Inc. Key Executive Bonus, Option and Restricted Stock Plan (the “Plan”), Annual Incentive Award, at 75% of the base compensation as set forth in Paragraph (A) hereof based upon performance metrics as determined annually by the Compensation Committee of the Board of Directors with the ability to earn a higher percentage in accordance with the terms of the Plan based on actual performance;

(C) Participation in such annual awards of Stock Options and Restricted Stock under the Plan as may be granted by the Compensation Committee each year, with the Restricted Stock award target at 90% of base salary with a mixture of performance based and time based grants as determined by the Compensation Committee each year;

(D) Election to the Board of Directors of Wesbanco and the Bank to be effective as of August 1, 2023, and agreement to include Employee as a recommended nominee so long as he continues to serve as Chief Executive Officer; and

(E) Such other miscellaneous benefits and perquisites as the Bank provides to its executive employees generally.

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3. ACCEPTANCE OF EMPLOYMENT. Employee accepts the employment provided for herein, at the salary set forth above, and agrees to devote his talents and best efforts to the diligent, faithful, and efficient discharge of the duties of his employment, and in furtherance of the operations and best interests of Bank, and observe and abide by all rules and regulations promulgated by Bank for the guidance and direction of its employees and the conduct of its business, operations, and activities.

4. TERM OF AGREEMENT. The employment term provided for herein shall consist of a revolving period of three years, with the initial term beginning on the 1^st day of August, 2023, and ending on the 31^st day of July, 2026. The term of this Agreement shall automatically be extended on each anniversary of the beginning date of the term hereof for an additional one year, thereby creating a new three year term, unless written notice of termination hereof is given by either party at least ninety (90) days prior to the anniversary date of the beginning date of this Agreement. Any such notice of non-renewal shall not affect the continuation of the term of this Agreement existing at the time of such non-renewal.

5. CONFIDENTIALITY. Employee agrees that such information concerning the business, affairs, and records of Bank as he may acquire in the course of, or as incident to, his employment hereunder, shall be regarded and treated as Confidential Information, and that he will not disclose any such information to any person, firm, or corporation, for his own benefit or to the detriment of Bank, during the term of his employment under this Agreement or at any time following the termination thereof. Confidential Information means data and information relating to the business of the Bank which is or has been disclosed to the Employee or of which

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the Employee became aware as a consequence of or through the Employee’s relationship to the Bank and which has value to the Bank and is not generally known to its competitors. Confidential Information does not include any data or information that has been voluntarily disclosed to the public by the Bank (except where such public disclosure has been made by the Employee without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

6. MISCELLANEOUS BENEFITS. This Agreement is not intended, and shall not be deemed to be in lieu of any rights, benefits, and privileges to which Employee may be entitled as an Employee of Bank under any retirement, pension, profit sharing, insurance, hospital, bonus, vacation, or other plan or plans which may now be in effect or which may hereafter be adopted by Bank, it being understood that Employee shall have the same rights and privileges to participate in such plans and benefits, as any other employee, during the period of his employment.

7. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon Bank’s successors and assigns, including, without limitation, any company or corporation which may acquire substantially all of Bank’s assets or business, or with, or into which Bank may be merged or otherwise consolidated.

8. TERMINATION. The Employee’s employment hereunder shall terminate upon the earliest to occur of any one of the following:

(A) The expiration of the initial term of this Agreement, or any extended term of this Agreement by written notice of termination as provided in Paragraph (4) hereof; or

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(B) By the Bank for cause, after thirty (30) days written notice to Employee. Cause for purposes of this Agreement shall mean as follows:

(i) An act of dishonesty, willful disloyalty or fraud by the Employee that the Bank determines is detrimental to the best interests of the Bank; or

(ii) The Employee’s continuing inattention to, neglect of, or inability to perform, the duties to be performed under this Agreement that has a material adverse effect on the Bank, or

(iii) Any other breach of the Employee’s covenants contained herein or of any of the other terms and provisions of this Agreement that has a material adverse effect on the Bank, or

(iv) The deliberate and intentional engaging by the Employee in gross misconduct which is materially and demonstrably injurious to the Bank.

(C) Employee shall have the right to terminate this Agreement and his active employment hereunder at any time upon ninety (90) days written notice to the Bank.

(D) Upon the death of Employee, this Agreement shall automatically terminate.

9. EFFECT OF TERMINATION. In the event of a termination of this Agreement, Employee shall be paid the following severance benefits, payable promptly after the date of termination of his employment, in the following manner:

(A) In the event that this Agreement is terminated by the death of Employee, this Agreement shall be deemed to have been terminated as of the date of such death except, however, that Bank shall pay to the surviving spouse of Employee, or in lieu thereof, to Employee’s estate, an amount equal to six months of the base salary at his then current base rate.

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(B) In the event that this Agreement is terminated by Employee and Bank by mutual agreement, then Bank shall pay such severance benefits, if any, as shall have been agreed upon by Bank and Employee.

(C) In the event that Bank attempts to terminate this Agreement, other than for cause, death of Employee, or by mutual agreement with Employee, in addition to any other rights or remedies which Employee may have, Employee shall receive an amount equal to the greater of (i) six months of base salary at his then current base rate, or (ii) the base salary Employee would have received had he continued to be employed pursuant to this Agreement throughout the end of the then existing term of employment hereunder.

(D) In the event Bank terminates this Agreement for cause, no severance benefits shall be payable hereunder.

10. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement supersedes all previous agreements between Employee and Bank and contains the entire understanding and agreement between the parties with respect to the subject matter hereof, and cannot be amended, modified, or supplemented in any respect except by a subsequent written agreement executed by both parties.

11. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

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12. CERTAIN OBLIGATIONS OF WESBANCO. While the parties acknowledge that certain provisions of this Agreement may be unenforceable in some respects against the Bank, pursuant to applicable banking law, it is nonetheless the intention of the parties to create pursuant to this Agreement a valid employment for a definite term with specified benefits. As an inducement for Employee and Bank to enter into this Agreement whereby Employee would be employed by Bank for a definite term, Wesbanco hereby undertakes the independent, separate and unconditional obligation to Employee to pay all amounts which are or may become due to Employee under this Agreement as set forth herein, regardless of the status of the direct or indirect enforceability or validity of Bank’s obligation to pay any or all such amounts as may be due hereunder to Employee; provided, however, that for purposes of this Paragraph 12, Wesbanco shall be obligated to the Employee for any bonuses or any increases in base salary in excess of the rate of Eight Hundred Fifty Thousand Dollars ($850,000.00) per annum only to the extent that it has consented to such bonuses or increases. Wesbanco also acknowledges that it may or may not be entitled to indemnification or contribution from Bank or to be subrogated to the claim of Employee hereunder for any payments Wesbanco may make to Employee; and Wesbanco hereby specifically waives any rights it may otherwise have to indemnification or contribution from Bank or to be subrogated to the claim of Employee hereunder in the event that such payments as are made by Wesbanco would be unenforceable or invalid for any reason against Bank.

13. MISCELLANEOUS. The invalidity or unenforceability of any term or provision of this Agreement as against any one or more parties hereto, shall not impair or effect the other provisions hereof or the enforceability of said term or provision against the other parties hereto, and notwithstanding any such invalidity or unenforceability, each term or provision hereof shall remain in full force and effect to the full extent consistent with law.

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IN WITNESS WHEREOF, Bank and Wesbanco have caused these presents to be signed and their corporate seals to be hereto affixed, and Employee has hereto affixed his signature, at Wheeling, West Virginia, on the 21st day of July, 2023.

WESBANCO BANK, INC.
By	/s/ Todd F. Closson
	Its President & CEO

(SEAL)

ATTEST:

/s/ Linda Woodfin

Secretary

/s/ Jeffrey H. Jackson		(SEAL)
JEFFREY H. JACKSON
WESBANCO, INC.
By	/s/ Todd F. Closson
	Its President & CEO

(SEAL)

ATTEST:

/s/ Linda Woodfin

Secretary

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EX-10.2

Exhibit 10.2

Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT, made and entered into effective as of the 1^st day of August, 2023, by and among WESBANCO BANK, INC., hereinafter referred to as “Bank”, WESBANCO, INC., a West Virginia corporation, hereinafter referred to as “Wesbanco” and TODD F. CLOSSIN, hereinafter referred to as “Employee”.

WHEREAS, Employee is serving as President and Chief Executive Officer of the Bank and Wesbanco pursuant to the terms of that certain Amended and Restated Employment Agreement dated the 24^th day of April, 2014, among the Bank, Wesbanco and Employee (the “Original Agreement”), providing for a revolving term of employment of three (3) years, which last renewed on the 24^th day of April, 2023;

WHEREAS, Employee provided a written ninety (90) day notice of his intent to retire as President and Chief Executive Officer of the Bank and Wesbanco, effective August 1, 2023, in accordance with the provisions of Paragraph 8(C) of the Original Agreement;

WHEREAS, Employee has requested that Wesbanco treat such termination of employment as a “Retirement” with the consent of the Wesbanco for purposes of those certain restricted stock agreements dated May 24, 2023; May 18, 2022; May 19, 2021; May 27, 2020; May 15, 2019; May 16, 2018; and May 16, 2017, between Employee and Wesbanco (collectively the “Restricted Stock Agreement”);

WHEREAS, the Bank and Wesbanco wish to assure themselves of the Employee’s assistance in the transition of his executive responsibilities to his successor and therefore, to continue in an executive capacity during an amended term of employment, in a different capacity, as hereinafter provided; and

WHEREAS, subject to the terms and conditions of this Agreement, the Bank and Wesbanco are willing to treat Employee’s termination of employment on December 31, 2023, as a “Retirement” with the consent of Wesbanco.

WITNESSETH THAT: In consideration of the mutual promises and undertakings hereinafter set forth, the parties intending to be legally bound hereby agree as follows:

1. Paragraph 1 of the Agreement is hereby amended and restated to read in its entirety as follows:

1. CONTINUATION OF EMPLOYMENT. The Bank and Wesbanco agree to, and hereby do, continue the employment of Employee at Wesbanco and the Bank as Vice Chairman. In that capacity, Employee shall be answerable to the President and Chief Executive Officer, and the Board of Directors of Wesbanco, the parent company of the Bank, and the President and Chief Executive Officer, and the Board of Directors of the Bank. Employee shall perform such duties, compatible with his employment under this Agreement, as the Chief Executive Officer and the Board of Directors of the Bank and Wesbanco, from time to time, may assign to him.

2. Paragraph 2 of the Agreement is hereby amended and restated to read in its entirety as follows:

2. COMPENSATION. As compensation for the performance of the services specified in Paragraph 1 and the observance of all of the provisions of this Agreement, the Bank agrees to pay Employee, and Employee agrees to accept, the following amounts and benefits during his term of employment:

(A) Salary at an annualized rate, payable monthly, during the term of this Agreement, in the amount of Five Hundred Seven Thousand One Dollar ($507,001.00), plus any increases granted by the Board of Directors after the date hereof, and payable in equal bi-weekly installments. For purposes of clarity, given the five (5) months term of this Agreement, the salary shall be fixed at five twelfths (5/12) of the annualized amount set forth above.

(B) Participation in the Wesbanco, Inc. Key Executive Bonus, Option and Restricted Stock Plan, Annual Incentive Award, at 75% of the base compensation which existed immediately prior to the date of this Agreement, (i.e. at his prior base compensation as Chief Executive Officer of the Bank) based upon performance metrics as determined by the Compensation Committee of the Board of Directors and applicable for the year 2023;

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(C) Participation in such annual awards of Stock Options and Restricted Stock as may be granted by the Compensation Committee each year; and

(D) Participation in the Wesbanco Pre-65 Medical Plan for the Employee and Spouse effective January 1, 2024. The Employee is responsible for the monthly premium which is based on the coverage selected. The premium is paid monthly in arrears. At age 65, Employee and Spouse would be eligible for the Medicare Advantage plans with Employee responsible for the monthly premium.

(E) Such other miscellaneous benefits and perquisites as the Bank provides to its executive employees generally.

3. Paragraph 4 of the Agreement is hereby amended and restated to read in its entirety as follows:

4. TERM OF AGREEMENT. The employment term provided for herein shall consist of a term beginning on August 1, 2023, and continuing through the 31^st day of December, 2023, whereupon this Agreement shall terminate.

4. Employee and Wesbanco will enter into an Amendment to the Restricted Stock Agreement substantially in the same form attached hereto as Exhibit A (the “Amended Restricted Stock Agreement”).

5. Subject to the terms and conditions of this Amendment and the condition that the Employee and Wesbanco execute and deliver the Amended Restricted Stock Agreement, the Bank and Wesbanco will treat the Employee’s termination of employment at December 31, 2023, as a “Retirement” with the consent of Wesbanco for purposes of the Amended Restricted Stock Agreement.

6. In all other respects, the terms and conditions of the Original Agreement are continued in full force and effect and are hereby ratified, confirmed and acknowledged.

[Rest of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the 21st day of July, 2023.

WESBANCO, INC.
By	/s/ Jeffrey H. Jackson
Its SR. EVP & COO
WESBANCO BANK, INC.
By	/s/ Jeffrey H. Jackson
Its SR. EVP & COO
/s/ Todd F. Clossin
TODD F. CLOSSIN

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EX-10.3

Exhibit 10.3

Execution Version

FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT

THIS FIRST AMENDMENT is made and entered into effective as of the 1^st day of August, 2023, by and between WESBANCO, INC., hereinafter referred to as “Company” and TODD F. CLOSSIN, hereinafter referred to as “Employee”.

WHEREAS, Employee has been granted Restricted Shares under the terms of those certain restricted stock agreements dated May 24, 2023; May 18, 2022; May 19, 2021; May 27, 2020; May 15, 2019; May 16, 2018; and May 16, 2017 by and between the Company and Employee (collectively the “Original Agreement”);

WHEREAS, in connection with the amendment to that certain Amended and Restated Employment Agreement dated as of April 24, 2014 by and among Wesbanco Bank, Inc., the Company and Employee, the Company and Employee desire to amend certain terms of the Original Agreement.

NOW, THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth, the parties intending to be legally bound hereby agree as follows:

1. Section 4 of the Original Agreement is hereby amended and restated to read in its entirety as follows:

4. Forfeiture of Restricted Shares. If Employee’s employment with the Company and all of its direct or indirect subsidiaries is terminated by either party for any reason, including, but not limited to, the involuntary termination of Employee’s employment with the Company for any reason, with or without cause, other than the Employee’s death, Disability or Retirement with the consent of the Company (i) all rights of the Employee to the Restricted Shares which remain subject to the Restrictions shall terminate immediately and be forfeited in their entirety, and (ii) the forfeited Restricted Shares and any stock certificate or certificates representing the forfeited Restricted Shares shall be cancelled. If the Employee dies or becomes Disabled, the Employee (or the Employee’s beneficiary) shall receive the Restricted Shares when, if and to the extent, the Restrictions lapse under Paragraph 3. If the Employ retires with the consent of the Company, the Employee shall receive the Restricted Shares when, if and to the extent, the Restrictions lapse under Paragraph 3 provided, however, that in the event that the Employee breaches the terms of Section 10 of this Agreement prior to the lapse of such Restrictions, then (i) all rights of the Employee to the Restricted Shares which remain subject to the Restrictions shall terminate immediately and be forfeited in their entirety, and (ii) the forfeited Restricted Shares and any stock certificate or certificates representing the forfeited Restricted Shares shall be cancelled.

2. Section 10 of the Original Agreement is hereby amended by (i) changing the heading of Section 10 to “Non-solicitation and Non-competition”; (ii) identifying the existing provision of Section 10 as Section 10(a) and (iii) adding the following provision as Section 10(b):

(b) Unless the Company permits in writing otherwise, as of the Date of Grant and continuing for a period of 29 months immediately following the date of Employee’s termination of employment, Employee shall not directly or indirectly engage in or become associated as an employee, consultant, partner, owner, agent, stockholder, officer or director of, or otherwise have a business relationship with, any Person or organization engaged in, or about to become engaged in, a business that competes, directly or indirectly, with the business of Company or its subsidiaries within the states of Ohio, Pennsylvania, West Virginia, Kentucky, Maryland, Indiana and Tennessee.

3. In all other respects, the terms and conditions of the Original Agreement are continued in full force and effect and are hereby ratified, confirmed and acknowledged.

[Rest of the page is left blank]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the 21st day of July, 2023.

WESBANCO, INC.
By	/s/ Jeffrey H. Jackson
Its	SR. EVP & COO
/s/ Todd F. Clossin
TODD F. CLOSSIN

EX-99.1

Exhibit 99.1

PRESS RELEASE

For Immediate Release

WesBanco Completes Planned CEO Succession

Announces New Executive Employment Agreements

WHEELING, W.Va., (July 21, 2023) — WesBanco, Inc. (Nasdaq: WSBC), a diversified, multi-state bank holding company, announced today that President and Chief Executive Officer Todd F. Clossin and Senior Executive Vice President and Chief Operating Officer Jeffrey H. Jackson have entered into amended and new Employment Agreements respectively, which will become effective in conjunction with the company’s previously announced CEO succession plan.

Mr. Jackson joined WesBanco in August 2022 as Senior Executive Vice President and Chief Operating Officer. Mr. Clossin has served as CEO since 2014. He has been appointed a Vice Chairman of the Company’s Board of Directors effective August 1, 2023, and will continue to serve on its Board of Directors and Executive Committee upon his retirement on December 31, 2023.

In conjunction with the changes, Mr. Jackson entered into a new three-year revolving term Employment Agreement with WesBanco and was elected to the Board of Directors effective August 1, 2023. Mr. Clossin also entered into an Amendment to his current Employment Agreement, also effective August 1, 2023, which shortens the term of his current Employment Agreement to expire on December 31, 2023, changes his duties and title and consents to his retirement as an Executive Officer of the Company on December 31, 2023.

“On behalf of the Board of Directors, I want to thank Todd for his exceptional service to WesBanco during his tenure as CEO—a period that saw the Company nearly triple in assets through organic growth and acquisitions,” said Christopher V. Criss, Chairman, WesBanco Board of Directors. “Now, the Board is pleased to welcome Jeff to the CEO role to lead WesBanco into its next phase of growth. Having worked with Jeff closely over the past year, we are confident he will continue to build on the impressive foundation already established and serve WesBanco’s customers, communities, employees and shareholders well.”

“I am honored to lead this tremendous organization as we continue to advance our commitment to helping people, businesses and communities grow and achieve their financial goals. WesBanco has a rich legacy, and I look forward to working with the Board and our teams to build on our strong foundation, execute our strategic plans and deliver profitable long-term growth,” said Mr. Jackson. “On behalf of all my WesBanco colleagues, I thank Todd for his decade of leadership, which has positioned WesBanco well for continued growth and success.”

Mr. Jackson joined WesBanco following a successful career with First Horizon Bank, where he held roles of increasing responsibility, most recently as Executive Vice President and Chief Operating Officer of regional banking in Memphis, Tennessee. Before that, he was Regional President for Florida; and Market President for Southeast Tennessee and Atlanta. Mr. Jackson is a graduate of Auburn University and received a certificate of Corporate Strategy from Columbia University. He and his family reside in Wheeling, West Virginia.

About Wesbanco, Inc.

Founded in 1870, Wesbanco, Inc. is a diversified and balanced financial services company that delivers large bank capabilities with a community bank feel. Our distinct long-term growth strategies are built upon unique sustainable advantages permitting us to span six states with meaningful market share. The company’s banking subsidiary, Wesbanco Bank, Inc., operates more than 190 financial centers in the states of Indiana, Kentucky, Maryland, Ohio, Pennsylvania, and West Virginia. Built upon our ‘Better Banking Pledge’, our customer-centric service culture is focused on growing long-term relationships by pledging to serve all personal and business customer needs efficiently and effectively. In addition to a full range of online and mobile banking options and a full-suite of commercial products and services, the company provides trust, wealth management, securities brokerage, and private banking services through its century-old Trust and Investment Services department, with approximately $5.1 billion of assets under management (as of June 30, 2023).The company also offers insurance and brokerage services through its affiliates and subsidiaries. Learn more at www.wesbanco.com and follow us on Facebook, LinkedIn and Twitter.

WesBanco Company Contact:

Alisha Hipwell

Senior Vice President, Corporate Communications

Alisha.Hipwell@wesbanco.com

304-234-9230

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Document and Entity Information	Jul. 21, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	WESBANCO INC
Amendment Flag	false
Entity Central Index Key	0000203596
Document Type	8-K
Document Period End Date	Jul. 21, 2023
Entity Incorporation State Country Code	WV
Entity File Number	001-39442
Entity Tax Identification Number	55-0571723
Entity Address, Address Line One	1 Bank Plaza
Entity Address, City or Town	Wheeling
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	26003
City Area Code	(304)
Local Phone Number	234-9000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock $2.0833 Par Value
Trading Symbol	WSBC
Security Exchange Name	NASDAQ
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A)
Trading Symbol	WSBCP
Security Exchange Name	NASDAQ