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): August 27, 2020

Wesbanco, Inc.

(Exact name of Registrant as Specified in Its Charter)

West Virginia	000-08467	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 2.05 Costs Associated with Exit or Disposal Activities

On August 27, 2020, the Board of Directors of Wesbanco, Inc. approved a plan to accelerate its financial center optimization strategy presented to them by management of Wesbanco Bank, Inc.  The plan entails closing 20 branch offices of Wesbanco Bank, Inc., in addition to five identified earlier this year, and converting another two offices to drive-up only locations.  Three locations will close during the fourth quarter, while the remainder will close on or about January 22, 2021.  The financial centers selected for closure are located across Indiana, Kentucky, Ohio, Pennsylvania and West Virginia.  In aggregate, this strategy is expected to result in annual operating expense savings of approximately $6.0 to $6.5 million, which will be phased-in during the first half of 2021.  During the next several quarters, Wesbanco anticipates incurring total charges of approximately $3.5 to $4.0 million due to the disposition of assets, lease terminations, severance, and other costs associated with the closures.  Additional information regarding the branch office closure plans for 2021 is included as Exhibit 99.1, which information is incorporated herein by reference.

Forward-Looking Statements

Forward-looking statements in this report relating to Wesbanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The information contained in this report should be read in conjunction with Wesbanco’s Form 10-K for the year ended December 31, 2019 and documents subsequently filed by Wesbanco with the Securities and Exchange Commission (“SEC”), including Wesbanco’s Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, respectively, which are available at the SEC’s website, www.sec.gov or at Wesbanco’s website, www.wesbanco.com.  Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Wesbanco’s most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A and under “Risk Factors” in Part II, Item 1A of Wesbanco’s March 31, 2020 and June 30, 2020 Quarterly Reports on Form 10-Q.  Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including, without limitation, the effects of changing regional and national economic conditions including the effects of the COVID-19 pandemic; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to Wesbanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; cyber-security breaches; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; and/or other external developments materially impacting Wesbanco’s operational and financial performance.  Wesbanco does not assume any duty to update forward-looking statements.

Item 9.01 Financial Statements and Exhibits

d) Exhibits:

99.1 -  Additional information regarding the financial center optimization strategy approved by the Board of Directors of Wesbanco, Inc.

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: August 27, 2020	/s/ Robert H. Young
	Robert H. Young
	Senior Executive Vice President and
	Chief Financial Officer

EX-99.1

WesBanco Bank Announces Financial Center Optimization Plan

WesBanco Bank (“WesBanco”), the banking subsidiary of WesBanco, Inc., a diversified, multi-state bank holding company, is announcing a plan to accelerate its financial center optimization strategy.  WesBanco annually reviews the needs of the communities it serves, as well as the performance of its financial centers, to identify necessary improvement plans; and, as such, has closed 15 locations during the last three years.  Reflecting the current operating environment, WesBanco is accelerating this strategy, and with Board approval today, will close 20 existing locations, in addition to five identified earlier this year, and convert two to drive-up only locations. Three locations will close during the fourth quarter, while the remainder will close on or about January 22, 2021. Cost savings are expected to be approximately $6.0 to $6.5 million, phased-in during the first half of 2021.

“We have long had a robust platform of digital banking services, including digital bill pay, P-to-P payments, mobile wallet, mobile banking with remote deposit capability, and online residential mortgage application, deposit account opening, and small business loan application capabilities,” said Todd F. Clossin, President and Chief Executive Officer of WesBanco. “Reflecting the reality of the current environment, we have experienced increased utilization across all of our digital channels as we have effectively met the financial service needs of our customers.  Therefore, we are accelerating our branch optimization strategy to better align our operations with the needs and preferences of our customers.”

The financial centers selected for closure are located across Indiana, Kentucky, Ohio, Pennsylvania and West Virginia. The primary factors supporting these identified closures are the number and type of customer transactions conducted, the limitations and operating costs of the existing facilities, and the proximity of other WesBanco financial centers. Bank leaders will communicate with affected customers to explain options for continued service after the financial centers close. During the next few quarters, WesBanco anticipates incurring total charges of approximately $3.5 to $4.0 million due to the disposition of assets, lease terminations, severance, and other costs associated with the closures.  Finally, some of the staff identified as part of the gross cost savings will be given the opportunity to fill certain open positions at other nearby financial centers.

XML

Document and Entity Information	Aug. 27, 2020
Cover [Abstract]
Entity Registrant Name	WESBANCO INC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000203596
Document Period End Date	Aug. 27, 2020
Entity Emerging Growth Company	false
Entity File Number	000-08467
Entity Incorporation State Country Code	WV
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
Security 12b Title	Common Stock $2.0833 Par Value
Trading Symbol	WSBC
Security Exchange Name	NASDAQ