8-K
filed March 3, 2025, 6:59 PM ET
CIK 0000946647
M&A
confidence high
sentiment neutral
materiality 1.00
PREMIER FINANCIAL CORP: M&A transaction — Premier Financial Corp. merges into Wesbanco; shareholders receive 0.80 Wesbanco shares per share
PREMIER FINANCIAL CORP
- Merger closed February 28, 2025; Premier ceased to exist, Wesbanco is successor by merger.
- Each Premier share converted into 0.80 shares of Wesbanco common stock; cash in lieu of fractional shares.
- Premier common stock to be delisted from Nasdaq and registration terminated under Exchange Act.
- Wesbanco assumed Premier's outstanding subordinated debentures and $50M 4.00% Fixed-to-Floating Rate Notes due 2030.
- All Premier directors and officers resigned; Wesbanco's organizational documents govern going forward.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PREMIER FINANCIAL CORP: Second Amended and Restated Code of Regulations ceased to be in effect; Wesbanco's Bylaws became effective (effective 2024-12-11).
- Change
- bylaw amendment
- Effective
- 2024-12-11
Exact text from the filing
At the Effective Time, the Second Amended and Restated Articles of Incorporation and the Seconded Amended and Restated Code of Regulations, as amended, of Premier ceased to be in effect by operation of law and the organizational documents of Wesbanco (as successor to Premier by operation of law) remained the Amended and Restated Articles of Incorporation, as amended December 11, 2024, and the Bylaws, as amended and restated as of May 4, 2021, of Wesbanco
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PREMIER FINANCIAL CORP: Second Amended and Restated Articles of Incorporation ceased to be in effect by operation of law upon merger; Wesbanco's articles became governing documents (effective 2024-12-11).
- Change
- charter amendment
- Effective
- 2024-12-11
Exact text from the filing
At the Effective Time, the Second Amended and Restated Articles of Incorporation and the Seconded Amended and Restated Code of Regulations, as amended, of Premier ceased to be in effect by operation of law and the organizational documents of Wesbanco (as successor to Premier by operation of law) remained the Amended and Restated Articles of Incorporation, as amended December 11, 2024, and the Bylaws, as amended and restated as of May 4, 2021, of Wesbanco
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PREMIER FINANCIAL CORP completed a disposition involving Wesbanco Bank, Inc. (closed 2025-02-28).
- Action
- disposition
- Counterparty
- Wesbanco Bank, Inc.
- Closing
- 2025-02-28
Exact text from the filing
Immediately following the Merger, Premier Bank, a wholly owned subsidiary of Premier, was merged with and into Wesbanco Bank, a wholly owned subsidiary of Wesbanco (the “ Bank Merger ”), with Wesbanco Bank as the surviving entity in the Bank Merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PREMIER FINANCIAL CORP underwent a change of control involving Wesbanco, Inc. for 0.80 shares of Wesbanco Common Stock per share of Premier Common Stock (closed 2025-02-28).
- Action
- change of control
- Counterparty
- Wesbanco, Inc.
- Consideration
- 0.80 shares of Wesbanco Common Stock per share of Premier Common Stock
- Closing
- 2025-02-28
Exact text from the filing
☐ Introductory Note This Current Report on Form 8-K is being filed by Wesbanco, Inc., a West Virginia corporation (“ Wesbanco ”), successor by merger to Premier Financial Corp.
View on SEC.gov
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