---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-043541"
form_type: "8-K"
ticker: null
cik: "0000946647"
company_name: "PREMIER FINANCIAL CORP"
filed_at: "2025-03-03T23:59:59+00:00"
generated_at: "2026-05-25T22:29:48.687364+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Premier Financial Corp. merges into Wesbanco; shareholders receive 0.80 Wesbanco shares per share

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-043541
- form_type: 8-K
- cik: 0000946647
- company_name: PREMIER FINANCIAL CORP
- filed_at: 2025-03-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/946647/000119312525043541/0001193125-25-043541-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/946647/000119312525043541/d920472d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-043541
- JSON: https://secwatch.observer/filing/0001193125-25-043541.json
- Plain text: https://secwatch.observer/filing/0001193125-25-043541.txt

## Key facts
- Governance Changes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/946647/000119312525043541/0001193125-25-043541-index.htm
- Governance Changes
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/946647/000119312525043541/0001193125-25-043541-index.htm
- M&A Transactions
  PREMIER FINANCIAL CORP completed a disposition involving Wesbanco Bank, Inc. (closed 2025-02-28).
  - Action: disposition
  - Counterparty: Wesbanco Bank, Inc.
  - Closing: 2025-02-28
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946647/000119312525043541/0001193125-25-043541-index.htm
- M&A Transactions
  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
  source text: ☐ 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/946647/000119312525043541/0001193125-25-043541-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.