WSBCP WesBanco Inc

As filed with the Securities and Exchange Commission on October 4, 2024

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WESBANCO, INC.

(Exact name of registrant as specified in its charter)

With Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger of Premier Financial Corp. with and into Wesbanco, Inc.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 purchase to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which such offer or solicitation would be unlawful.

PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 4, 2024

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

The board of directors of Wesbanco, Inc. (“Wesbanco”) and the board of directors of Premier Financial Corp. (“Premier Financial”) have agreed to a merger of the two companies (the “Merger”) under the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of July 25, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Wesbanco, Wesbanco Bank, Inc., Premier Financial and Premier Bank. At the effective time of the Merger, Premier Financial will merge with and into Wesbanco, with Wesbanco continuing as the surviving corporation. Immediately following the Merger, Premier Bank, Premier Financial’s wholly-owned bank subsidiary, will merge with and into Wesbanco Bank, Inc., Wesbanco’s wholly-owned bank subsidiary (the “Bank Merger”), with Wesbanco Bank, Inc. surviving the Bank Merger.

If the Merger is completed, each share of common stock, par value $0.01 per share, of Premier Financial outstanding immediately prior to the effective time of the Merger will be converted into the right to receive 0.80 of a share of common stock, $2.0833 par value per share, of Wesbanco, subject to adjustment as described in the Merger Agreement (the “Merger Consideration” or the “Exchange Ratio”). The number of shares of Wesbanco common stock that Premier Financial shareholders will receive as Merger Consideration for each share of Premier Financial common stock is fixed. The market value of those shares of Wesbanco common stock will fluctuate with the market price of Wesbanco common stock and will not be known at the time that either the Wesbanco shareholders or the Premier Financial shareholders vote at their respective special meetings described in this joint proxy statement/prospectus. Based on the closing price of Wesbanco common stock of $34.28 on the Nasdaq Global Select Market on July 25, 2024, the last full trading day immediately prior to the public announcement of the Merger Agreement, the value of the per share Merger Consideration payable to Premier Financial shareholders was approximately $27.42. Based on the closing price of $[●] for Wesbanco common stock on [●], 2024, the last practicable trading day before the date of this joint proxy statement/prospectus, the value of the per share Merger Consideration payable to Premier Financial shareholders was approximately $[●]. We urge you to obtain current market quotations for Wesbanco common stock (Nasdaq trading symbol “WSBC”) and Premier Financial common stock (Nasdaq trading symbol “PFC”). Based on the Exchange Ratio and the number of shares of Premier Financial common stock outstanding as of [●], 2024 and the number of outstanding awards under various equity plans of Premier Financial as of [●], 2024, the estimated maximum number of shares of Wesbanco common stock issuable in the Merger is expected to be approximately [●] shares.

Wesbanco and Premier Financial will each hold a special meeting of their shareholders in connection with the Merger. Wesbanco’s special meeting will be held at [●], on [●] 2024, at [●] Eastern Time. At the Wesbanco special meeting, Wesbanco shareholders will be asked to vote to approve: (1) the Merger Agreement; (2) the issuance of shares of Wesbanco common stock in connection with the Merger as contemplated by the Merger Agreement; (3) adjournment of the Wesbanco special meeting, if necessary, to solicit additional proxies in favor of the approval of the Merger Agreement or the issuance of shares of Wesbanco common stock in connection with the Merger; and (4) an amendment to Wesbanco’s amended and restated articles of incorporation (the “Wesbanco Articles”) to increase the number of authorized shares of Wesbanco common stock from 100,000,000 to 200,000,000 shares.

The Premier Financial special meeting will be held virtually, on [●] 2024, at [●] Eastern Time by visiting [●]. At the Premier Financial special meeting, Premier Financial shareholders will be asked to vote to: (1) adopt the Merger pursuant to the Merger Agreement; (2) approve in a non-binding advisory vote, the compensation payable to the named executive officers of Premier Financial in connection with the Merger; and (3) approve the adjournment of the Premier Financial special meeting, if necessary, to solicit additional proxies in favor of the approval of the Merger.

Your vote is very important. Whether or not you plan to attend your special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by voting over the Internet or by telephone in accordance with the instructions on the proxy card. If you attend the Wesbanco special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you virtually attend the Premier Financial special meeting and vote live during such meeting, your vote will revoke any proxy previously submitted. We cannot complete the Merger unless Premier Financial’s shareholders adopt the Merger pursuant to the Merger Agreement and Wesbanco’s shareholders approve the Merger Agreement and the issuance of shares of Wesbanco common stock in connection with the Merger.

The accompanying joint proxy statement/prospectus provides you with information about Premier Financial, Wesbanco, the proposed Merger, the documents related to the Merger and the separate special meetings of Wesbanco shareholders and Premier Financial shareholders. We encourage you to carefully and thoughtfully read this entire document, including all of its annexes, and we especially encourage you to read the section entitled “Risk Factors” beginning on page 34. You also can obtain information about Wesbanco and Premier Financial from publicly available documents filed with the Securities and Exchange Commission.

The Wesbanco board of directors recommends that Wesbanco shareholders vote “FOR” the proposal to approve the Merger Agreement; “FOR” the proposal to approve the issuance of shares of Wesbanco common stock in connection with the Merger, “FOR” the proposal to approve the adjournment of the Wesbanco special meeting, if necessary, to solicit additional proxies in favor of the approval of the Merger Agreement or approval of the issuance of shares of Wesbanco common stock in connection with the Merger, and “FOR” the proposal to amend the Wesbanco Articles to increase the number of authorized shares of Wesbanco common stock from 100,000,000 to 200,000,000 shares.

The Premier Financial board of directors recommends that Premier Financial shareholders vote “FOR” the proposal to adopt the Merger pursuant to the Merger Agreement, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation payable to the named executive officers of Premier Financial in connection with the Merger, and “FOR” the proposal to adjourn the Premier Financial special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger at the scheduled time of the Premier Financial special meeting.

We strongly support this combination of our companies and look forward to the successful completion of the Merger.

Jeffrey H. Jackson		Donald P. Hileman
President and Chief Executive Officer		Executive Chairman
Wesbanco, Inc.		Premier Financial Corp.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities Wesbanco is offering through this joint proxy statement/prospectus are not savings or deposit accounts or other obligations of any bank or savings association, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This document incorporates important business and financial information about Wesbanco and Premier Financial that is not included in or delivered with this document. This information is available without

charge upon written or oral request at the applicable company’s address and telephone number listed on page 13. In order to ensure timely delivery, you must request Wesbanco information no later than five business days prior to the date of the Wesbanco special meeting, or [●], 2024, and you must request Premier Financial information no later than five business days prior to the date of the Premier Financial special meeting, or [●], 2024. Please see “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149 for instructions to request this and certain other information regarding Wesbanco and Premier Financial.

This joint proxy statement/prospectus is dated [●], 2024 and is first being mailed to Wesbanco shareholders and Premier Financial shareholders on or about [●], 2024.

1 Bank Plaza

Wheeling, WV 26003

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [●], 2024

Notice is hereby given that a special meeting of shareholders of Wesbanco, Inc. (“Wesbanco”), a West Virginia corporation, will be held at [●], on [●] 2024, at [●] Eastern Time, to consider and vote upon the following matters described in the accompanying joint proxy statement/prospectus:

1. A proposal to approve the Agreement and Plan of Merger, dated as of July 25, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Wesbanco, Wesbanco Bank, Inc., a West Virginia corporation and a wholly owned subsidiary of Wesbanco, Premier Financial Corp., an Ohio corporation (“Premier Financial”), and Premier Bank, an Ohio corporation and a wholly owned subsidiary of Premier Financial, which provides for, among other things, the merger of Premier Financial with and into Wesbanco, with Wesbanco as the surviving entity (the “Merger”), as more fully described in the attached joint proxy statement/prospectus.

2. A proposal to approve the issuance of shares of Wesbanco common stock, par value $2.0833 per share, pursuant to the Merger Agreement in connection with the Merger.

3. A proposal to approve the adjournment of the Wesbanco special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Wesbanco special meeting to approve the Merger Agreement or the issuance of shares of Wesbanco common stock pursuant to the Merger Agreement in connection with the Merger.

4. A proposal to amend Wesbanco’s amended and restated articles of incorporation (the “Wesbanco Articles”) to increase the number of authorized shares of Wesbanco common stock from 100,000,000 to 200,000,000 shares.

The Merger Agreement is more completely described in the accompanying joint proxy statement/prospectus, and a copy of the Merger Agreement is attached as Annex A to the accompanying joint proxy statement/prospectus. Please review these materials carefully and consider fully the information set forth therein.

Only holders of record of Wesbanco common stock at the close of business on [●], 2024 will be entitled to notice of, and to vote at, the Wesbanco special meeting and any adjournment thereof. Provided that a quorum is present for the Wesbanco special meeting, approval of each of the proposals requires the affirmative vote of a majority of the votes cast on the proposal.

The Wesbanco board of directors has carefully considered the terms of the Merger Agreement, has adopted the Merger Agreement and believes that the Merger is in the best interests of Wesbanco and its shareholders. The Wesbanco board of directors recommends that Wesbanco’s shareholders vote “FOR” approval of the Merger Agreement, “FOR” approval of the issuance of shares of Wesbanco common stock in connection with the Merger, “FOR” the adjournment of the Wesbanco special meeting, if necessary, to solicit additional proxies in favor of the approval of the Merger Agreement or the approval of the issuance of shares of Wesbanco common stock pursuant to the Merger Agreement in connection with the Merger, and “FOR” the amendment of the Wesbanco Articles to increase the number of authorized shares of Wesbanco common stock from 100,000,000 to 200,000,000 shares.

Your vote is important. Whether or not you plan to attend the Wesbanco special meeting in person, we urge you to read the accompanying joint proxy statement/prospectus carefully and to submit a proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) marking, signing, dating and returning the enclosed proxy card, so that your shares may be represented and voted at the Wesbanco special meeting. This will assure your representation at the Wesbanco special meeting and may avoid the cost of additional communications. This will not prevent you from voting in person at the Wesbanco special meeting. You may revoke your proxy at any time before it is voted by signing and returning a later-dated proxy with respect to the same shares, by filing with the Secretary of Wesbanco a written revocation bearing a later date, by submitting a later-dated proxy by telephone or the Internet before the vote at the Wesbanco special meeting, or by attending and voting in person at the Wesbanco special meeting.

The enclosed joint proxy statement/prospectus provides a detailed description of the Wesbanco special meeting, the Merger, the documents related to the Merger, and other related matters. We urge you to read the enclosed joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

By Order of the Board of Directors

Linda M. Woodfin Secretary

Wheeling, West Virginia

[●], 2024

601 Clinton Street

Defiance, Ohio 43512

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On [●], 2024

Notice is hereby given that a special meeting of the shareholders of Premier Financial Corp. (“Premier Financial”), an Ohio corporation, will be held virtually on [●] 2024, at [●] Eastern Time by visiting [●], to consider and vote upon the following proposals described in the accompanying joint proxy statement/prospectus:

1. A proposal to adopt the merger of Premier Financial with and into Wesbanco, Inc. (“Wesbanco”), with Wesbanco as the surviving entity (the “Merger”), pursuant to an Agreement and Plan of Merger, dated as of July 25, 2024 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among Wesbanco, Wesbanco Bank, Inc., a West Virginia corporation and a wholly owned subsidiary of Wesbanco, Premier Financial and Premier Bank, an Ohio corporation and a wholly owned subsidiary of Premier Financial, as more fully described in the attached joint proxy statement/prospectus.

2. A proposal to approve, in a non-binding advisory vote, the compensation payable to the named executive officers of Premier Financial in connection with the Merger.

3. A proposal to approve the adjournment of the Premier Financial special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Premier Financial special meeting to adopt the Merger pursuant to the Merger Agreement.

Only holders of record of Premier Financial common stock at the close of business on [●], 2024 will be entitled to notice of, and to vote at, the Premier Financial special meeting and any adjournment thereof. Provided that a quorum is present for the Premier Financial special meeting, adoption of the Merger pursuant to the Merger Agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Premier Financial common stock. Approval of each of the other proposals to be voted on at the Premier Financial special meeting requires the affirmative vote of at least a majority of the votes cast by Premier Financial shareholders, assuming a quorum is present, at the Premier Financial special meeting.

The Premier Financial board of directors has carefully considered the terms of the Merger Agreement and believes that the Merger Agreement and the Merger are advisable and in the best interests of Premier Financial and its shareholders. The Premier Financial board of directors has approved the Merger Agreement and recommends that Premier Financial shareholders vote: “FOR” the adoption of the Merger pursuant to the Merger Agreement; “FOR” approval, in a non-binding advisory vote, of the compensation payable to the named executive officers of Premier Financial in connection with the Merger; and “FOR” the adjournment of the Premier Financial special meeting if necessary to solicit additional proxies in favor of the adoption of the Merger pursuant to the Merger Agreement. In considering the recommendation of the board of directors of Premier Financial, you should be aware that certain directors and executive officers of Premier Financial will have interests in the Merger that may be different from, or in addition to, the interests of Premier Financial shareholders generally. See the section of the accompanying joint proxy statement/prospectus entitled “The Merger — Interests of Certain Persons in the Merger” beginning on page 96. In addition, each of the executive officers and directors of Premier Financial have entered into a voting agreement with Wesbanco in which such individual has agreed to vote his or her Premier Financial shares of common stock in favor of approval of the Merger. See “Voting Agreements Relating to the Merger” beginning on page 125.

Your vote is very important. Whether or not you plan to virtually attend the Premier Financial special meeting, we urge you to read the accompanying joint proxy statement/prospectus carefully and to submit a proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) marking, signing, dating and returning the enclosed proxy card, so that your shares may be represented and voted at the Premier Financial special meeting. This will assure your representation at the Premier Financial special meeting and may avoid the cost of additional communications. This will not prevent you from voting live at the Premier Financial special meeting. You may revoke your proxy at any time before it is voted by signing and returning a later-dated proxy with respect to the same shares, by filing with the Corporate Secretary of Premier Financial a written revocation bearing a later date, by submitting a later-dated proxy by telephone or the Internet before the vote at the Premier Financial special meeting, or by virtually attending and voting live at the Premier Financial special meeting. If you fail to submit a proxy or to attend the Premier Financial special meeting or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of Premier Financial common stock will not be counted for purposes of determining whether a quorum is present at the Premier Financial special meeting and will have the same effect as a vote AGAINST the Merger.

The enclosed joint proxy statement/prospectus provides a detailed description of the Premier Financial special meeting, the Merger, the documents related to the Merger, and other related matters. We urge you to read the enclosed joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

By Order of the Board of Directors,

Shannon M. Kuhl Corporate Secretary

Defiance, Ohio

[●], 2024

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Wesbanco, Inc. (“Wesbanco”) and Premier Financial Corp. (“Premier Financial”) that is not included in or delivered with this document. You should refer to “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149 for a description of the documents incorporated by reference into this joint proxy statement/prospectus. You can obtain documents related to Wesbanco and Premier Financial that are incorporated by reference into this document through the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, through Wesbanco’s website at www.wesbanco.com and through Premier Financial’s website at www.premierfincorp.com. Please note that the Internet website addresses of Wesbanco and Premier Financial are provided as inactive textual references only. The information provided on the respective Internet websites of Wesbanco and Premier Financial, other than copies of the documents that have been filed with the SEC and are specifically incorporated by reference into this joint proxy statement/prospectus by reference, is not part of this joint proxy statement/prospectus and, therefore, is not incorporated herein by reference. You also may obtain copies of these documents, including documents incorporated by reference into this joint proxy statement/prospectus, without charge by requesting them in writing or by telephone from the appropriate company or company’s proxy solicitor:

In order to ensure timely delivery, you must request Wesbanco information no later than five business days prior to the date of the Wesbanco special meeting, or [●], 2024, and you must request Premier Financial information no later than five business days prior to the date of the Premier Financial special meeting, or [●], 2024. You will not be charged for any of these documents that you request. For further information about Wesbanco and Premier Financial, please see “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus serves two purposes – it is a proxy statement being used by the Wesbanco board of directors and the Premier Financial board of directors to solicit proxies for use at their respective special meetings, and it is also the prospectus of Wesbanco regarding the issuance of Wesbanco common stock to Premier Financial shareholders if the Merger is completed. This joint proxy statement/prospectus provides you with detailed information about the proposed Merger. We encourage you to read this entire joint proxy statement/prospectus carefully. Wesbanco has filed a registration statement on Form S-4 with the SEC, and this joint proxy statement/prospectus is the prospectus filed as part of that registration statement. This joint proxy statement/prospectus does not contain all of the information in the registration statement, nor does it include all of the exhibits to that registration statement. Please see “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2024.

You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than the date hereof. You should not assume that the information contained in any document incorporated or deemed to be incorporated by reference herein is accurate as of any date other than the date of that document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this joint proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently-filed document that also is or is deemed to be incorporated by reference into this joint proxy statement/prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus. Neither the mailing of this joint proxy statement/prospectus to the Wesbanco shareholders or the Premier Financial shareholders nor the taking of any actions contemplated hereby by Wesbanco or Premier Financial at any time will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Premier Financial has been provided by Premier Financial, and information contained in this document regarding Wesbanco has been provided by Wesbanco.

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COMPARATIVE PER SHARE MARKET PRICES AND IMPLIED VALUE OF MERGER CONSIDERATION

The following table presents the closing market prices for Wesbanco and Premier Financial common stock on July 25, 2024 and [ ● ], 2024, respectively. July 25, 2024 was the last full trading day prior to the public announcement of the signing of the Merger Agreement. [ ● ], 2024 was the last practicable full trading day for which information was available prior to the date of this joint proxy statement/prospectus. The table also shows the implied value of the Merger Consideration for each share of Premier Financial common stock as of the same two dates. This implied value was calculated by multiplying the closing price of Wesbanco common stock on those dates by the exchange ratio of 0.80.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to Wesbanco shareholders or Premier Financial shareholders in determining how to vote. Wesbanco shareholders and Premier Financial shareholders are urged to obtain current market quotations for shares of Wesbanco common stock and Premier Financial common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus in considering how to vote. The market prices of Wesbanco common stock and Premier Financial common stock have fluctuated since the date of the announcement of the Merger and are likely to fluctuate between the date of this joint proxy statement/prospectus, the dates of the respective special meetings of Wesbanco and Premier Financial and the date of completion of the Merger. No assurance can be given concerning the market prices of Premier Financial common stock or Wesbanco common stock before or after the effective date of the Merger. Changes in the market price of Wesbanco common stock prior to the completion of the Merger will affect the market value of the Merger Consideration that Premier Financial shareholders will receive upon completion of the Merger. Wesbanco common stock trades on the Nasdaq Global Select Market under the trading symbol “WSBC.” Premier Financial common stock trades on the Nasdaq Global Select Market under the trading symbol “PFC.”

As of [ ● ], 2024, the last date prior to the date of this joint proxy statement/prospectus for which it was practicable to obtain this information for Wesbanco and Premier Financial, respectively, there were approximately [ ● ] registered holders of Wesbanco common stock and approximately [ ● ] registered holders of Premier Financial common stock.

Dividends

Wesbanco and Premier Financial both currently pay a quarterly cash dividend on shares of their respective common stock. Under the terms of the Merger Agreement, Wesbanco and Premier Financial will coordinate the payment of any dividends and the record date and payment dates relating thereto, such that Premier Financial shareholders (who will become Wesbanco shareholders after the Merger) will not receive multiple dividends, or fail to receive one dividend, from Premier Financial and/or Wesbanco for any single calendar quarter.

In addition, subject to certain contingencies set forth in the Merger Agreement, in the event that Premier Financial does not declare and pay all or any portion of a regular quarterly dividend of $0.31 per share of Premier Financial common stock by reason of Premier Financial’s failure to obtain regulatory non-objection, consent or approval of such quarterly dividend or a related dividend from Premier Bank to Premier Financial, Wesbanco will make a cash payment to Premier Financial’s shareholders at the closing of the Merger on a dollar-for-dollar basis in an amount equal to the total amount of all such foregone dividends, assuming that the number of shares of Premier Financial’s common stock outstanding for each foregone dividend is equal to the number of shares of Premier Financial’s common stock outstanding at the effective time of the Merger. Such cash payment is subject to Premier Financial achieving a target book value, as adjusted, as described more fully in the Merger Agreement.

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SELECTED HISTORICAL FINANCIAL DATA OF WESBANCO

The following table sets forth certain historical financial data concerning Wesbanco as of or for the six months ended June 30, 2024 and 2023 and as of or for each of the five fiscal years ended December 31, 2023, 2022, 2021, 2020 and 2019, which is derived from Wesbanco’s consolidated financial statements. The following information is only a summary, and you should read this information in conjunction with Wesbanco’s audited consolidated financial statements and related notes included in Wesbanco’s Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, and unaudited interim consolidated financial statements included in Wesbanco’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2024 and 2023, which have been filed with the SEC and are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149.

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SELECTED HISTORICAL FINANCIAL DATA OF PREMIER FINANCIAL

The following table sets forth certain historical financial data concerning Premier Financial as of or for the six months ended June 30, 2024 and 2023 and as of or for each of the five fiscal years ended December 31, 2023, 2022, 2021, 2020 and 2019, which is derived from Premier Financial’s consolidated financial statements. The following information is only a summary, and you should read this information in conjunction with Premier Financial’s audited consolidated financial statements and related notes included in Premier Financial’s Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, and unaudited interim consolidated financial statements included in Premier Financial’s Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2024 and 2023, which have been filed with the SEC and are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following table shows selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of Wesbanco giving effect to the Merger with Premier Financial. The selected unaudited pro forma condensed combined financial information assumes that the Merger is accounted for under the acquisition method of accounting, with Wesbanco treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of Premier Financial, as of the effective date of the Merger, will be recorded by Wesbanco at their respective estimated fair values, and the excess of the Merger Consideration over the fair value of Premier Financial’s net assets will be allocated to goodwill.

The unaudited pro forma condensed combined financial information set forth below assumes that the Merger was consummated on January 1, 2023 for purposes of the unaudited pro forma condensed combined statements of income and June 30, 2024 for purposes of the unaudited pro forma condensed combined balance sheet and gives effect to the Merger, for purposes of the unaudited pro forma condensed combined statement of income, as if it had been effective during the entire period presented. The selected unaudited pro forma condensed combined financial data has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this joint proxy statement/prospectus under “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 127.

The unaudited pro forma condensed combined financial statements included herein are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. This information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition of Premier Financial, (ii) factually supportable, and (iii) expected to have a continuing impact on the combined results. The adjustments included in these unaudited pro forma condensed financial statements are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues, or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of Wesbanco and its subsidiaries and of Premier Financial and its subsidiaries. Such information and notes thereto are incorporated by reference herein. See “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149.

Selected Unaudited Pro Forma Condensed Combined Statement of Income Data

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Selected Unaudited Pro Forma Condensed Combined Balance Sheet

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COMPARATIVE PER SHARE DATA

(Unaudited)

The following tables set forth the basic earnings, diluted earnings, cash dividends and book value per common share data for Wesbanco and Premier Financial on a historical basis, on a pro forma combined basis, and on a per equivalent Premier Financial share basis, as of or for the six month period ended June 30, 2024, and as of or for the fiscal year ended December 31, 2023.

The pro forma data was derived by combining the historical consolidated financial information of Wesbanco and Premier Financial using the acquisition method of accounting for business combinations and assumes the transaction is completed as contemplated. The pro forma and pro forma-equivalent per share information gives effect to the Merger as if the transactions had been effective on the dates presented, in the case of the book value data, and as if the transactions had become effective on January 1, 2023 in the case of the earnings per share and dividends declared data. The unaudited pro forma data in the tables assume that the Merger is accounted for using the acquisition method of accounting and represent a current estimate based on available information of the combined company’s results of operations. The pro forma financial adjustments record the assets and liabilities of Premier Financial at their estimated fair values and are subject to adjustment as additional information becomes available and as additional analyses are performed. The information in the following table is based on, and should be read together with, the financial information and financial statements of Wesbanco and Premier Financial incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149.

This information is presented for illustrative purposes only. You should not rely on the pro forma combined or pro forma equivalent amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the Merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, or other factors that may result as a consequence of the Merger and, accordingly, does not attempt to predict or suggest future results.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 151 and the risk factors included in Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 and Premier Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, you should carefully consider the following risk factors before deciding how to vote your shares of Wesbanco common stock or Premier Financial common stock, as applicable. For further discussion of these and other risk factors, please see Wesbanco’s and Premier Financial’s periodic reports and other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149. Additional risks and uncertainties not presently known to Wesbanco or Premier Financial also may adversely affect the Merger and Wesbanco as the surviving corporation in the Merger if they materialize.

Risks Related to the Merger and Wesbanco’s Business Upon Completion of the Merger

Because the market price of Wesbanco common stock may fluctuate, Wesbanco shareholders and Premier Financial shareholders cannot be certain of the market value of the Wesbanco common stock that Premier Financial shareholders will receive in the Merger.

Upon completion of the Merger, each share of Premier Financial common stock will become the right to receive 0.80 of a share of Wesbanco common stock. Any change in the price of Wesbanco common stock prior to completion of the Merger will affect the market value of the stock that Premier Financial shareholders will receive in the Merger. Premier Financial will not have the right to terminate the Merger Agreement due to a decline in the trading price of Wesbanco common stock unless both (a) the average closing price of Wesbanco common stock during a specified period before the effective time of the Merger is less than $22.00 and (b) Wesbanco common stock underperforms the Nasdaq Bank Index by more than 20%. See “The Merger — Termination of the Merger Agreement” beginning on page 119 for a description of Premier Financial’s right to terminate the Merger Agreement due to certain declines in the trading price of Wesbanco common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Wesbanco’s or Premier Financial’s businesses, operations and prospects, and regulatory considerations. We urge Wesbanco shareholders and Premier Financial shareholders to obtain current market quotations for Wesbanco and Premier Financial common stock when deciding how to vote.

If the price of Wesbanco common stock declines, Premier Financial shareholders may receive less value for their shares upon completion of the Merger than the value calculated pursuant to the Exchange Ratio on the date the Merger Agreement was executed, on the date of this joint proxy statement/prospectus or on the date of the Premier Financial special meeting. For example, based on the range of closing prices of Wesbanco common stock during the period from July 25, 2024, the last full trading day before public announcement of the Merger, through [ ● ], 2024, the last practicable full trading day prior to the date of this joint proxy statement/prospectus, the Exchange Ratio represented a value ranging from a high of $[ ● ] on [ ● ], 2024 to a low of $[ ● ] on [ ● ], 2024 for each share of Premier Financial common stock. Because the date the Merger is completed will be later than the dates of Wesbanco special meeting and the Premier Financial special meeting, Wesbanco shareholders and Premier Financial shareholders will not know what the market value of Wesbanco common stock will be upon completion of the Merger when voting at their respective special meetings.

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The opinions of Wesbanco’s and Premier Financial’s respective financial advisors delivered to the respective Wesbanco and Premier Financial boards of directors prior to the execution of the Merger Agreement do not reflect changes in circumstances after the dates of the opinions.

The opinion of Raymond James, Wesbanco’s financial advisor, to the Wesbanco board of directors regarding the Merger Consideration to be paid by Wesbanco was delivered on, and dated, July 25, 2024. Similarly, the opinion of Piper Sandler, Premier Financial’s financial advisor, to the Premier Financial board of directors regarding the Exchange Ratio in the proposed Merger was delivered on, and dated, July 25, 2024. Subsequent changes in the operations and prospects of Wesbanco or Premier Financial, general market and economic conditions and other factors that may be beyond the control of Wesbanco or Premier Financial may significantly alter the value of Wesbanco or Premier Financial or the prices of the shares of Wesbanco common stock or Premier Financial common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger is completed, or as of any other date other than the dates of the respective opinions. The opinion of Raymond James is attached as Annex B to this joint proxy statement/prospectus. The opinion of Piper Sandler is attached as Annex C to this joint proxy statement/prospectus. See “The Merger — Opinion of Wesbanco’s Financial Advisor” beginning on page 69 and “The Merger — Opinion of Premier Financial’s Financial Advisor” beginning on page 81 for descriptions of the opinions and summaries of the analyses performed by Raymond James and Piper Sandler in connection with their respective opinions.

The combined company will incur significant transaction and merger-related costs in connection with the Merger.

Wesbanco and Premier Financial expect to incur costs associated with combining the operations of the two companies. Wesbanco and Premier Financial just recently began collecting information in order to formulate detailed integration plans to deliver planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of Wesbanco and Premier Financial. Whether or not the Merger is consummated, Wesbanco and Premier Financial will incur substantial expenses, such as legal, accounting, printing and financial advisory fees, in pursuing the Merger. Although Wesbanco and Premier Financial expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of their respective businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

If the Merger is not completed, Wesbanco and Premier Financial will have incurred substantial expenses without their shareholders realizing the expected benefits of the Merger.

Wesbanco and Premier Financial each have incurred substantial expenses in connection with the transactions described in this joint proxy statement/prospectus, which are charged to earnings as incurred. If the Merger is not completed, these expenses still will be charged to earnings even though Wesbanco and Premier Financial would not have realized the expected benefits of the Merger. There can be no assurance that the Merger will be completed.

Wesbanco may not be able to successfully integrate Premier Financial or to realize the anticipated benefits of the Merger.

The Merger involves the combination of two companies that previously have operated independently. A successful combination of the operations of the two entities will depend substantially on Wesbanco’s ability to consolidate operations, systems and procedures and to eliminate redundancies and reduce costs of the combined operations. Wesbanco may not be able to combine the operations of Premier Financial and Wesbanco without encountering difficulties, such as:

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Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit the successful integration of Premier Financial and Wesbanco.

Further, Wesbanco and Premier Financial entered into the Merger Agreement with the expectation that the Merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross selling opportunities, technology, cost savings and operating efficiencies. Achieving the anticipated benefits of the Merger is subject to a number of uncertainties, including whether Wesbanco integrates Premier Financial in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact Wesbanco’s business, financial condition and operating results. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

The unaudited pro forma condensed combined financial information included in and incorporated by reference into this document are preliminary and the actual financial condition and results of operations of Wesbanco after the Merger may differ materially.

The unaudited pro forma condensed combined financial information in and incorporated by reference into this document is presented for illustrative purposes only and is not necessarily indicative of what Wesbanco’s actual financial condition or results of operations would have been had the Merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflect adjustments, which are based upon preliminary estimates, to record the Premier Financial identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Premier Financial as of the date of the completion of the Merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 127.

The Merger Agreement may be terminated in accordance with its terms, and the Merger may not be completed.

The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the Merger. Those conditions include, among others, approval of the Wesbanco Merger Proposal and the Wesbanco Stock Issuance Proposal by Wesbanco shareholders, approval of the Premier Financial Merger Proposal by Premier Financial shareholders, receipt of required governmental and regulatory approvals, the absence of orders prohibiting the completion of the Merger, the continued accuracy of the representations and warranties by both parties, the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. See “The Merger — Termination of the Merger Agreement” beginning on page 119 for a more complete discussion of the circumstances under which the Merger Agreement could be terminated. Any of these conditions to closing of the Merger may not be fulfilled, and as a result the Merger may not be completed.

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Termination of the Merger Agreement could negatively affect Wesbanco and/or Premier Financial.

If the Merger Agreement is terminated, there may be various consequences, including:

In addition, if the Merger Agreement is terminated and Premier Financial’s board of directors seeks another merger or business combination, Premier Financial shareholders cannot be certain that Premier Financial will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Wesbanco has agreed to provide in the Merger, or find another party interested in a merger or business combination at all.

Further, if the Merger is not completed, Wesbanco and/or Premier Financial may experience negative reactions from the financial markets and from their respective shareholders, customers and employees. Wesbanco and/or Premier Financial also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against Wesbanco or Premier Financial to perform their respective obligations under the Merger Agreement. If the Merger is not completed, Wesbanco and Premier Financial cannot assure their respective shareholders that the risks described above will not materialize and will not materially affect the respective businesses, financial results and stock prices of Wesbanco and/or Premier Financial.

The Merger Agreement limits Premier Financial’s ability to pursue alternatives to the Merger.

The Merger Agreement contains provisions that, subject to narrow exceptions, limit Premier Financial’s ability to discuss, facilitate or enter into agreements with third parties to acquire it. If Premier Financial avails itself of those limited exceptions, it could be obligated to pay Wesbanco a break-up fee of $37.0 million under certain specified circumstances. These provisions could discourage a potential competing acquiror that might have an interest in acquiring Premier Financial from proposing or considering such an acquisition even if that potential acquiror were prepared to pay a higher price to Premier Financial shareholders than the Merger Consideration.

Premier Financial will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainties about the effect of the Merger on employees and customers may have an adverse effect on Premier Financial and consequently on Wesbanco. These uncertainties may impair Premier Financial’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with Premier Financial to seek to change existing business relationships with Premier Financial. Retention of certain employees may be challenging during the pendency of the Merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Premier Financial’s business prior to the Merger and the combined company’s business following the Merger could be negatively impacted. In addition, the Merger Agreement restricts Premier Financial from making certain acquisitions and taking other specified actions before the Merger occurs without the consent of Wesbanco. These restrictions may prevent Premier Financial from pursuing business opportunities that may arise prior to the completion of the Merger and, therefore, could have a material adverse effect on Premier Financial’s business, financial condition and results of operations. See “The Merger — Conduct of Business Prior to the Merger” beginning on page 112 for a description of restrictive covenants applicable to Premier Financial.

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The need for regulatory approvals may delay the date of completion of the Merger or may diminish the benefits of the Merger.

Wesbanco is required to obtain the approvals of certain banking and other regulatory agencies prior to completing the Merger and the Bank Merger. Satisfying any requirements of these regulatory agencies may delay the date of completion of the Merger and the Bank Merger. The requisite regulatory approvals may not be received at all (in which case the Merger and the Bank Merger could not be completed), may not be received in a timely fashion, or may contain conditions or restrictions on completion of the Merger or the Bank Merger that cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the Merger and the Bank Merger, which might have an adverse effect on the combined company following the Merger. You also should be aware that it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the Merger to the combined company or otherwise have an adverse effect on the combined company following the Merger. See “The Merger — Regulatory Approvals” beginning on page 104 for a description of the regulatory approvals required to complete the Merger.

If the Merger does not constitute a reorganization under Section 368(a) of the Code, then each Premier Financial shareholder may be responsible for payment of U.S. federal income taxes related to the exchange of Premier Financial common stock for Wesbanco common stock.

The U.S. Internal Revenue Service may determine that the Merger does not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each Premier Financial shareholder would recognize a gain or loss equal to the difference between (i) the sum of the fair market value of Wesbanco common stock received by the Premier Financial shareholder in the Merger and (ii) the Premier Financial shareholder’s adjusted tax basis in the shares of Premier Financial common stock exchanged therefor.

Directors and officers of Premier Financial have interests in the Merger that differ from the interests of non-management Premier Financial shareholders.

The executive officers of Premier Financial and Wesbanco, with the assistance of the parties’ respective legal counsel and financial advisors, negotiated the terms of the Merger Agreement. The Premier Financial and Wesbanco boards of directors have approved the Merger Agreement, the Wesbanco board of directors is recommending that Wesbanco shareholders vote to approve Wesbanco Merger Proposal and the Wesbanco Stock Issuance Proposal, and the Premier Financial board of directors is recommending that Premier Financial shareholders vote to approve the Premier Financial Merger Proposal and the Premier Financial Merger-Related Compensation Proposal. In considering these facts and the other information included in this joint proxy statement/prospectus or incorporated by reference into it, you should be aware that Premier Financial’s directors and executive officers have economic and other interests in the Merger beyond their interests as shareholders of Premier Financial. These include, for example:

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See “The Merger — Interests of Certain Persons in the Merger” beginning on page 96.

Following the Merger, a high percentage of the combined company’s loan portfolio will be concentrated in West Virginia, Ohio, Pennsylvania, Indiana, Kentucky, Maryland and Michigan and in commercial and residential real estate. Deteriorations in economic conditions in these areas or in the real estate market generally could be more harmful to the combined company compared to more diversified institutions.

As of June 30, 2024, approximately 20.4% of Wesbanco’s loan portfolio was comprised of residential real estate loans, and approximately 57.0% was comprised of commercial real estate loans. Assuming the Merger had been completed on June 30, 2024, the combined company’s loan portfolio as of that date would have been approximately 22.5% residential real estate loans and approximately 51.5% commercial real estate loans.

Inherent risks of commercial real estate (“CRE”) lending include the cyclical nature of the real estate market, construction risk and interest rate risk. The cyclical nature of real estate markets can cause CRE loans to suffer considerable distress. During these times of distress, a property’s performance can be negatively affected by tenants’ deteriorating credit strength and lease expirations in times of softening demand caused by economic deterioration or over-supply conditions. Even if borrowers are able to meet their payment obligations, they may find it difficult to refinance their full loan amounts at maturity due to declines in property value. Other risks associated with CRE lending include regulatory changes and environmental liability. Regulatory changes in tax legislation, zoning or similar external conditions including environmental liability may affect property values and the economic feasibility of existing and proposed real estate projects.

The combined company’s CRE loan portfolio will be concentrated in West Virginia, Ohio, Pennsylvania, Indiana, Kentucky, Maryland and Michigan. There are a wide variety of economic conditions within the local markets of the seven states in which most of the combined company’s CRE loan portfolio will be situated. Rates of employment, consumer loan demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas, cities and towns. Metropolitan markets comprise various submarkets where property values and demand can be affected by many factors, such as demographic makeup, geographic features, transportation, recreation, local government, school systems, utility infrastructure, tax burden, building-stock age, zoning and building codes, and available land for development. Despite the Merger, as a result of the continued high concentration of the combined company’s loan portfolio, the combined company may be more sensitive, compared to more diversified institutions, to future disruptions in, and deterioration of, this market, which could lead to losses that could have a material adverse effect on the business, financial condition and results of operations of the combined company.

Litigation against Premier Financial or Wesbanco, or the members of the Premier Financial or Wesbanco board of directors, could prevent or delay the completion of the Merger.

Shareholders of Premier Financial may file lawsuits against Premier Financial, Wesbanco, and/or the boards of directors of either company in connection with the Merger. The results of any such potential legal proceedings are difficult to predict and such legal proceedings could delay or prevent the Merger from being completed in a timely manner. The existence of litigation related to the Merger could affect the likelihood of obtaining the required approvals from Premier Financial shareholders and Wesbanco shareholders. Moreover, any litigation could be time consuming and expensive, and could divert Premier Financial’s and Wesbanco’s management’s

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attention away from their regular business. Any lawsuit adversely resolved against Premier Financial, Wesbanco, or members of their boards of directors could have a material adverse effect on each company’s business, financial condition and results of operations.

Moreover, one of the conditions to the completion of the Merger is the absence of any restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger, and that no governmental authority or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by the Merger Agreement or making the Merger or the Bank Merger illegal. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a governmental authority issues an order or other directive restricting, prohibiting or making illegal the consummation of the transactions contemplated by the Merger Agreement (including the Merger or the Bank Merger), then such injunctive or other relief may prevent the Merger from becoming effective in a timely manner or at all.

The market price of Wesbanco’s common stock after the Merger may be affected by factors different from those affecting the shares of Premier Financial or Wesbanco currently.

As a result of the Merger, Premier Financial shareholders will become Wesbanco shareholders. Wesbanco’s business differs from that of Premier Financial. Accordingly, the results of operations of the combined company and the market price of Wesbanco’s common stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of Wesbanco and Premier Financial. For a discussion of the businesses of Wesbanco and Premier Financial and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this prospectus and referred to under “Where You Can Find More Information” beginning on page 149.

In addition, the issuance of shares of Wesbanco’s common stock in the Merger could have the effect of depressing the market price for Wesbanco’s common stock. For example, some Premier Financial shareholders may decide not to hold the shares of Wesbanco common stock they receive as a result of the Merger. Other Premier Financial shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Wesbanco common stock they receive as a result of the Merger. Any such sales of Wesbanco common stock could have the effect of depressing the market price for Wesbanco common stock.

Holders of Wesbanco common stock and Premier Financial common stock will have a reduced ownership and voting interest in the combined company after the Merger and will therefore have less voting influence over the combined company.

Holders of Wesbanco and Premier Financial common stock currently have the right to vote in the election of the board of directors and on other matters involving Wesbanco and Premier Financial, respectively. In the Merger, each Premier Financial shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than such holder’s percentage ownership of Premier Financial. Upon completion of the Merger, we estimate that Premier Financial shareholders as of immediately prior to the Merger will collectively own approximately 30% and Wesbanco shareholders as of immediately prior to the Merger will own approximately 70% of the outstanding shares of common stock of the combined company (in each case, on an as-converted and fully diluted basis and without regard to the fact that immediately prior to the Merger, certain holders may own both Wesbanco and Premier Financial stock). As a result, Premier Financial shareholders will have less voting influence on the combined company and may have less influence on its management and policies than they now have on Premier Financial, and Wesbanco shareholders will have less voting influence on the combined company and may have less influence on its management and policies than they now have on Wesbanco.

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Holders of Wesbanco common stock have different rights from holders of Premier Financial common stock.

Upon completion of the Merger, Premier Financial shareholders will no longer be shareholders of Premier Financial, an Ohio corporation, but will instead become shareholders of Wesbanco, a West Virginia corporation. As such, their rights as Wesbanco shareholders will be governed by West Virginia law and the terms of Wesbanco’s governing documents, as they may be amended from time to time. West Virginia law and the terms of Wesbanco’s governing documents are in some respects materially different than Ohio law and the terms of Premier Financial’s governing documents, as they may be amended from time to time, which currently govern the rights of Premier Financial shareholders. See “Comparative Rights of Wesbanco Shareholders and Premier Financial Shareholders” beginning on page 138 for a discussion of the different rights associated with shares of Wesbanco common stock and shares of Premier Financial common stock.

Risks Related to Wesbanco’s Business

You should read and consider risk factors specific to Wesbanco’s business that will also affect the combined company after the Merger. These risks are described in the sections entitled “Risk Factors” in Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Related to Premier Financial’s Business

You should read and consider risk factors specific to Premier Financial’s business that will also affect the combined company after the Merger. These risks are described in the sections entitled “Risk Factors” in Premier Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information About Wesbanco and Premier Financial” beginning on page 149 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE WESBANCO SPECIAL MEETING

General

This section contains information about the special shareholder meeting Wesbanco has called to consider and vote on proposals to: (i) approve the Merger agreement, which we refer to as the Wesbanco Merger Proposal; (ii) approve the issuance of Wesbanco common stock in connection with the Merger, which we refer to as the Wesbanco Stock Issuance Proposal; (iii) approve the adjournment of the Wesbanco special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Wesbanco Merger Proposal and the Wesbanco Stock Issuance Proposal at the time of the Wesbanco special meeting, which we refer to as the Wesbanco Adjournment Proposal; and (iv) approve an amendment to the Wesbanco Articles to increase the number of authorized shares of Wesbanco common stock from 100,000,000 to 200,000,000 shares, which we refer to as the Wesbanco Authorized Share Increase Proposal. Wesbanco is mailing this joint proxy statement/prospectus to its shareholders on or about [ ● ], 2024. Together with this joint proxy statement/prospectus, Wesbanco also is sending to its shareholders a notice of the Wesbanco special meeting and a form of proxy that Wesbanco’s board of directors is soliciting for use at the Wesbanco special meeting and at any adjournments of the Wesbanco special meeting.

A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference into this document in its entirety. You should read the entire Merger Agreement carefully.

Date, Time and Place of the Wesbanco Special Meeting

The Wesbanco special meeting will be held at [ ● ], on [ ● ] 2024, at [ ● ] Eastern Time.

Matters to be Considered

At the Wesbanco special meeting, Wesbanco shareholders will be asked to consider and vote to approve the following matters:

Recommendation of Wesbanco’s Board of Directors

The Wesbanco board of directors recommends that you vote “FOR” approval of the Wesbanco Merger Proposal, “FOR” approval of the Wesbanco Stock Issuance Proposal, “FOR” approval of the Wesbanco Adjournment Proposal and “FOR” approval of the Wesbanco Authorized Share Increase Proposal. See “The Merger — Wesbanco’s Reasons for the Merger and Recommendation of the Wesbanco Board of Directors” beginning on page 67 and “Wesbanco Proposals — Wesbanco Authorized Share Increase Proposal” beginning on page 48 for a more detailed discussion of the Wesbanco board of directors’ recommendations.

Record Date; Stock Entitled to Vote; Broker Voting; Quorum

Only holders of record of Wesbanco common stock on [ ● ], 2024 will be entitled to notice of and to vote at the Wesbanco special meeting and any adjournments of such meeting. On the Wesbanco Record Date, there were [ ● ] shares of Wesbanco common stock outstanding. You may cast one vote for each share of Wesbanco common stock you owned on the Wesbanco Record Date.

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A quorum must be present to transact business at the Wesbanco special meeting. A quorum at the Wesbanco special meeting requires the presence, whether in person or by proxy, of at least a majority of the votes entitled to be cast at the Wesbanco special meeting. Abstentions and broker non-votes count as present for establishing a quorum. An abstention occurs when a shareholder attends a meeting, either in person or by proxy, but abstains from voting on a matter.

If your shares of Wesbanco common stock are held in the name of a bank, brokerage firm or other similar holder of record (referred to as “in street name”), you will receive instructions from the holder of record that you must follow for you to specify how your shares will be voted. In general, under the rules of the various national and regional securities exchanges, broker holders of record have the authority to vote shares for which their customers do not provide voting instructions on certain routine, non-contested matters, but not on non-routine proposals. In the case of non-routine items for which specific voting instructions have not been provided, the institution holding street name shares cannot vote those shares. When there is a routine proposal on a ballot or when the broker receives voting instructions on at least one non-routine proposal but not all such proposals, the non-routine proposals for which the broker has not been given voting instructions are often called “broker non-votes.”

The Wesbanco Authorized Share Increase Proposal is a routine matter on which brokers will have the discretion to vote your shares of Wesbanco common stock if you do not provide your broker with instructions on how to vote your shares on that matter. None of the other proposals to be voted upon at the Wesbanco special meeting are routine matters, so brokers holding shares in street name will not be permitted to exercise voting discretion on any of the other proposals to be considered at the Wesbanco special meeting. Therefore, if a beneficial holder of shares of Wesbanco common stock does not give its broker any voting instructions, the holder’s shares of Wesbanco common stock will not be voted on any proposals at the Wesbanco special meeting other than the Wesbanco Authorized Share Increase Proposal. Shares of Wesbanco common stock that are voted in the discretion of brokers on the Wesbanco Authorized Share Increase Proposal will be considered present at the Wesbanco special meeting and will count towards the satisfaction of a quorum at the Wesbanco special meeting. If a beneficial holder of shares of Wesbanco common stock does not give its broker any voting instructions and the beneficial holder’s shares of Wesbanco common stock are not voted in the discretion of brokers on the Wesbanco Authorized Share Increase Proposal, the beneficial holder’s shares will not be considered present at the Wesbanco special meeting, will not count towards the satisfaction of a quorum at the Wesbanco special meeting and will have no effect on the outcome of any of the four proposals to be voted upon at the Wesbanco special meeting, assuming a quorum is present. If a broker or other nominee receives voting instructions on one or more but not all of the proposals, the beneficial holder’s shares (i) will be voted on the one or more other proposals on which voting instructions were received in accordance with those instructions, (ii) will be considered present at the Wesbanco special meeting, (iii) will count towards the satisfaction of a quorum, (iv) may be voted at the discretion of the applicable broker on the Wesbanco Authorized Share Increase Proposal if the Wesbanco Authorized Share Increase Proposal was not one of the proposals on which voting instructions were received, and (v) will have no effect on the outcome of any of the proposals on which the shares are not voted.

If your shares are held by a bank or other nominee, whether your nominee may vote your shares in the absence of instructions from you will depend on your specific arrangement with your nominee record holder, but in the absence of an arrangement granting such record holder discretionary authority to vote, your record holder nominee will not have authority to vote your shares of Wesbanco common stock on any matter at the Wesbanco special meeting, other than the Wesbanco Authorized Share Increase Proposal, absent specific voting instructions from you. It is important that you be sure to provide your bank or other nominee record holder with instructions on how to vote your shares held in street name.

Failure to Vote/Unvoted Shares. If you do not vote your shares of Wesbanco common stock, your shares will not be counted toward a quorum at the Wesbanco special meeting and will have no effect on any of the four proposals assuming a quorum is present, unless you hold your shares in “street name” and the applicable holder of record votes your shares in its discretion on the Wesbanco Authorized Share Increase Proposal, in which case

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your shares will be counted toward a quorum at the Wesbanco special meeting and will have an effect on the Wesbanco Share Increase Proposal but not on the Wesbanco Merger Proposal, the Wesbanco Share Issuance Proposal or the Wesbanco Adjournment Proposal.

Required Vote; Treatment of Abstentions, Broker Non-Votes and Failures to Vote

Wesbanco Merger Proposal. If a quorum exists, approval of the Wesbanco Merger Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, failures to vote and broker non-votes are not counted as votes cast and will not have any effect on the outcome of this proposal, assuming a quorum is present.

Wesbanco Stock Issuance Proposal. If a quorum exists, approval of the Wesbanco Stock Issuance Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, failures to vote and broker non-votes are not counted as votes cast and will not have any effect on the outcome of this proposal, assuming a quorum is present.

Wesbanco Adjournment Proposal. If a quorum exists, approval of the Wesbanco Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, failures to vote and broker non-votes are not counted as votes cast and will not have any effect on the outcome of this proposal, assuming a quorum is present.

Wesbanco Authorized Share Increase Proposal. If a quorum exists, approval of the Wesbanco Authorized Share Increase Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions and failures to vote and broker non-votes are not counted as votes cast and will not have any effect on the outcome of this proposal, assuming a quorum is present.

Shares Held by Wesbanco Officers and Directors and their Affiliates

On the Wesbanco Record Date, the directors and executive officers of Wesbanco and their affiliates owned or controlled the vote of [ ● ] shares of Wesbanco common stock, or approximately [ ● ]% of the outstanding shares of Wesbanco common stock.

Voting of Proxies

Wesbanco shareholders may submit the accompanying proxy by telephone, the Internet or by mail. We urge you to submit your proxy if you do not expect to attend the Wesbanco special meeting in person or if you wish to have your Wesbanco shares voted by proxy even if you attend the Wesbanco special meeting. All shares of Wesbanco common stock represented at the Wesbanco special meeting by properly executed proxies received prior to or at the Wesbanco special meeting, and not revoked, will be voted at the Wesbanco special meeting in accordance with the instructions on the proxies. If you properly execute and return a proxy but include no voting instructions, your shares will be voted “FOR” approval of each of the (i) Wesbanco Merger Proposal, (ii) Wesbanco Stock Issuance Proposal, (iii) Wesbanco Adjournment Proposal and (iv) Wesbanco Authorized Share Increase Proposal.

If your shares are held in “street name” (i.e., in the name of a broker, bank or other record holder), you must direct the record holder how to vote your shares in connection with the Merger (unless you have granted your non-broker record holder discretionary authority to vote your shares without instructions from you). Your broker, bank or other nominee will send you directions explaining how you can direct the record holder of your shares to vote.

The Wesbanco board of directors does not know of any matters, other than those described in the notice of the Wesbanco special meeting, that are to come before the Wesbanco special meeting. If any other matters are

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properly presented at the Wesbanco special meeting for action, the persons named in the enclosed form of proxy will have the authority to vote on those matters in their discretion.

Participants in the Wesbanco, Inc. 401(k) Plan

If you participate in the Wesbanco, Inc. 401(k) Plan, which we refer to in this joint proxy statement/prospectus as the Wesbanco 401(k) Plan, and shares of Wesbanco common stock have been allocated to your account in the Wesbanco 401(k) Plan, you are entitled to instruct the trustee of the Wesbanco 401(k) Plan, confidentially, as to how to vote those shares pursuant to the instructions provided to plan participants. The trustee will vote your shares in accordance with your duly executed instructions received by 11:59 p.m. Eastern Time on [ ● ], 2024. If you do not send instructions, your instructions are not timely received, or your instructions are not properly completed, the shares credited to your account in the Wesbanco 401(k) Plan will be voted by the trustee in the same proportion that it votes shares in the Wesbanco 401(k) Plan for which it did receive timely instructions. You may also revoke previously given voting instructions by 11:59 p.m. Eastern Time on [ ● ], 2024 by filing with the trustee either a written notice of revocation or a properly completed and signed instruction bearing a later date.

Revocation of Proxies

If you give a proxy, you have the right to revoke it at any time before it is voted. You may revoke your proxy by (i) filing a written notice of revocation with the Secretary of Wesbanco that is received prior to the vote at the Wesbanco special meeting and bears a later date than the proxy, (ii) duly executing a later-dated proxy card relating to the same Wesbanco shares and delivering it to the Secretary of Wesbanco before the vote at the Wesbanco special meeting, (iii) submitting a later-dated proxy by telephone or the Internet before the vote at the Wesbanco special meeting, or (iv) attending the Wesbanco special meeting and voting in person. Your attendance at the Wesbanco special meeting will not, in and of itself, revoke your proxy. Any written notice of revocation or subsequent dated proxy should be sent to Wesbanco, Inc., 1 Bank Plaza, Wheeling, West Virginia 26003, Attention: Secretary, or hand delivered to the Wesbanco Secretary at that address. For a notice of revocation or later proxy to be valid, it must actually be received by Wesbanco prior to the vote of the Wesbanco shareholders.

If your Wesbanco shares are held by a broker, bank or other nominee in street name and you wish to change the instructions you have given your broker, bank or other nominee about how to vote your Wesbanco shares, or you wish to attend the Wesbanco special meeting and vote in person, you must follow the instructions provided by your broker, bank or other nominee.

Expenses of Solicitation of Proxies

Wesbanco will bear the entire cost of soliciting proxies from Wesbanco shareholders. Wesbanco has engaged a professional proxy solicitation firm, Georgeson LLC (“Georgeson”), to assist in soliciting proxies for use at the Wesbanco special meeting. Wesbanco will pay Georgeson a fee of $15,000 and will reimburse Georgeson for its out-of-pocket expenses. In addition to solicitation by Georgeson and use of the mail, proxies may be solicited by directors, officers and employees of Wesbanco in person or by telephone, facsimile, email or any other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for out-of-pocket expenses they incur in connection with the solicitation. Arrangements will also be made with brokerage houses, custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of Wesbanco common stock held of record by such persons. Wesbanco may reimburse these custodians, nominees and fiduciaries for reasonable out-of-pocket expenses they incur.

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Attending the Wesbanco Special Meeting

All holders of Wesbanco common stock, including holders of record and shareholders who hold their shares through banks, brokers or other nominees, are invited to attend the Wesbanco special meeting. Shareholders of record can vote in person at the Wesbanco special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a bank, broker or other nominee, to be able to vote in person at the Wesbanco special meeting. If you plan to attend the Wesbanco special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. Wesbanco reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

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WESBANCO PROPOSALS

Wesbanco Merger Proposal

Proposal. Wesbanco is asking its shareholders to approve the Wesbanco Merger Proposal. Pursuant to this proposal, Wesbanco shareholders are being asked to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Holders of Wesbanco common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

Vote Required. If a quorum exists, approval of the Wesbanco Merger Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, unvoted shares and broker non-votes will not have any effect on the outcome of this proposal, assuming a quorum is present. In the event the Wesbanco Merger Proposal is not approved by the requisite vote of Wesbanco shareholders, the Merger will not be completed.

Recommendation of Wesbanco’s Board of Directors. After careful consideration, the Wesbanco board of directors adopted the Merger Agreement and declared the Merger Agreement and the transactions contemplated thereby, including the Merger, to be advisable and in the best interests of Wesbanco and the shareholders of Wesbanco. See “The Merger — Wesbanco’s Reasons for the Merger and Recommendation of the Wesbanco Board of Directors” beginning on page 67 for a more detailed discussion of the Wesbanco board of directors’ recommendation.

The Wesbanco board of directors recommends a vote “FOR” approval of the Wesbanco Merger Proposal.

Wesbanco Stock Issuance Proposal

Proposal. Wesbanco is asking its shareholders to approve the Wesbanco Stock Issuance Proposal. Pursuant to this proposal, Wesbanco shareholders are being asked to approve the issuance of shares of Wesbanco common stock in connection with the Merger pursuant to the Merger Agreement. In the Merger, each share of Premier Financial common stock (other than the excluded shares) will be converted into the right to receive 0.80 of a share of Wesbanco common stock, together with cash in lieu of fractional Wesbanco shares. See “The Merger — Premier Financial’s Shareholders Will Receive Wesbanco Common Stock in the Merger” beginning on page 56.

Section 31D-6-621(f) of the West Virginia Business Corporation Act and Nasdaq Listing Rule 5635 require that Wesbanco shareholders approve any issuance of shares of Wesbanco common stock in which the voting power of the shares issued will constitute more than 20% of the voting power of the shares that were outstanding immediately prior to the issuance. The Merger will require Wesbanco to issue shares of Wesbanco common stock in an amount that is in excess of 20% of the number of shares of Wesbanco common stock outstanding immediately prior to the Merger. As a result, Wesbanco shareholder approval is required to issue the shares of Wesbanco common stock that will be issuable in connection with the Merger.

Wesbanco shareholders should carefully read this joint proxy statement/prospectus in its entirety for more information concerning the Wesbanco Stock Issuance proposal and the issuance of the Wesbanco common stock in connection with the Merger.

Vote Required. If a quorum exists, approval of the Wesbanco Stock Issuance Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, unvoted shares and broker non-votes will not have any effect on the outcome of this proposal, assuming a quorum is present. In the event the Wesbanco Stock Issuance Proposal is not approved by the requisite vote of Wesbanco shareholders, the Merger will not be completed.

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Recommendation of Wesbanco’s Board of Directors. After careful consideration, the Wesbanco board of directors adopted the Merger Agreement and declared the Merger Agreement and the transactions contemplated thereby, including the issuance of shares of Wesbanco common stock in connection with the Merger, to be advisable and in the best interests of Wesbanco and the shareholders of Wesbanco. See “The Merger — Wesbanco’s Reasons for the Merger and Recommendation of the Wesbanco Board of Directors” beginning on page 67 for a more detailed discussion of the Wesbanco board of directors’ recommendation.

The Wesbanco board of directors recommends a vote “FOR” approval of the Wesbanco Stock Issuance Proposal.

Wesbanco Adjournment Proposal

Proposal. Wesbanco is asking its shareholders to approve the Wesbanco Adjournment Proposal. If a quorum is present at the Wesbanco special meeting but there are insufficient votes to approve either the Wesbanco Merger Proposal or the Wesbanco Stock Issuance Proposal, such proposal will fail unless Wesbanco adjourns the Wesbanco special meeting in order to solicit additional proxies from Wesbanco’s shareholders. An adjournment under such circumstances will allow Wesbanco extra time to solicit additional proxies. Accordingly, Wesbanco is submitting to its shareholders a separate proposal, which we refer to as the Wesbanco Adjournment Proposal, to approve the adjournment of the Wesbanco special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Wesbanco special meeting to approve both the Wesbanco Merger Proposal and the Wesbanco Stock Issuance Proposal. The proxy holders will vote properly submitted proxy cards “FOR” approval of the Wesbanco Adjournment Proposal, unless otherwise instructed on the proxy. If Wesbanco shareholders approve the Wesbanco Adjournment Proposal, Wesbanco is not required to give any further notice of the time and place of the adjourned Wesbanco meeting other than an announcement of the time and place at the Wesbanco special meeting.

The approval of the Wesbanco Adjournment Proposal is not a condition to the Merger. The Wesbanco Adjournment Proposal is not subject to or conditioned on any other proposal to be considered at the Wesbanco special meeting and does not require the approval of any other such proposal to be effective.

If a quorum is not present at the Wesbanco special meeting, the meeting will be adjourned to a later time without a vote.

Vote Required. If a quorum exists, approval of the Wesbanco Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, unvoted shares and broker non-votes will not have any effect on the outcome of this proposal, assuming a quorum is present.

Recommendation of Wesbanco’s Board of Directors. Wesbanco’s board of directors recommends that Wesbanco shareholders vote “FOR” approval of the Wesbanco Adjournment Proposal.

Wesbanco Authorized Share Increase Proposal

Proposal. Wesbanco is asking its shareholder to approve the Wesbanco Authorized Share Increase Proposal so that Wesbanco may file articles of amendment to the Wesbanco Articles in order to increase the number of authorized shares of Wesbanco common stock from 100,000,000 shares to 200,000,000 shares.

The Wesbanco Articles currently authorize 100,000,000 shares of common stock, par value $2.0833 per share, and 1,000,000 shares of preferred stock, without par value, of which [ ● ] shares of common stock and [ ● ] shares of preferred stock were outstanding as of the Wesbanco Record Date. The proposed amendment to the Wesbanco Articles would not increase or otherwise affect Wesbanco’s authorized preferred stock. Wesbanco common stock is all of a single class, with equal voting, distribution, liquidation and other rights. The additional shares of Wesbanco common stock to be authorized by adoption of the amendment would have rights identical to Wesbanco’s currently outstanding common stock.

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A copy of the amendment to the Wesbanco Articles is attached as Annex D to this joint proxy statement/prospectus. If Wesbanco’s shareholders approve the Wesbanco Authorized Share Increase Proposal, subject to the discretion of Wesbanco’s board of directors, Wesbanco intends to file the amendment to the Wesbanco Articles with the Secretary of State of the State of West Virginia prior to the effective time of the Merger. Completion of the Merger is not contingent upon the approval by Wesbanco’s shareholders of the Wesbanco Authorized Share Increase Proposal. If Wesbanco’s shareholders approve the Wesbanco Authorized Share Increase Proposal, Wesbanco may file the amendment to the Wesbanco Articles with the Secretary of State of the State of West Virginia even if Wesbanco’s shareholders do not approve the Wesbanco Merger Proposal, the Wesbanco Share Issuance Proposal and/or the Wesbanco Adjournment Proposal.

The approval of the Wesbanco Authorized Share Increase Proposal is not a condition to the Merger. The Wesbanco Authorized Share Increase Proposal is not subject to or conditioned on any other proposal to be considered at the Wesbanco special meeting and does not require the approval of any other such proposal to be effective.

Purpose. As described in this joint proxy statement/prospectus, Wesbanco will be required to issue shares of its common stock to Premier Financial shareholders pursuant to the terms of the Merger Agreement. Wesbanco’s board of directors believes that the number of shares of Wesbanco’s common stock that are authorized and unissued and not reserved for issuance, regardless of whether the Merger is consummated, is not an adequate number of shares to assure that there will be sufficient shares available for future issuance under Wesbanco’s stock compensation and stock based incentive plans or in connection with possible future acquisitions, equity and equity-based financings, possible future awards under stock compensation and stock based incentive plans and other corporate purposes. Therefore, Wesbanco’s board of directors has determined that it is in the best interests of Wesbanco and its shareholders to amend the Wesbanco Articles as described herein. Except for (i) the issuance of shares pursuant to the terms of the Merger Agreement, which is the subject of the Wesbanco Share Issuance Proposal and which is described elsewhere in this joint proxy statement/prospectus, and (ii) the issuance of shares that may result from grants under Wesbanco’s stock compensation and stock based incentive plans, Wesbanco does not currently have any plans, proposals or arrangement to issue any of its authorized but unissued shares of common stock.

If the Wesbanco Authorized Share Increase Proposal is approved by Wesbanco’s shareholders, subject to the discretion of Wesbanco’s board of directors, Wesbanco intends to file an amendment to the Wesbanco Articles with the Secretary of State of the State of West Virginia. Upon filing of the amendment, the additional authorized shares of Wesbanco common stock would be available for issuance at the discretion of Wesbanco’s board of directors and without further shareholder approval, even if the Merger is not consummated, except as may be required by the West Virginia Business Corporations Act or the rules of The Nasdaq Stock Market LLC. The additional shares of authorized common stock would have the same rights and privileges as the shares of Wesbanco’s common stock currently issued and outstanding. Holders of Wesbanco’s common stock have no preemptive rights.

The issuance of additional shares of common stock may, among other things, have a dilutive effect on earnings per share and on stockholders’ equity and voting rights. Furthermore, future sales of substantial amounts of Wesbanco’s common stock, or the perception that these sales might occur, could adversely affect the prevailing market price of Wesbanco’s common stock or limit Wesbanco’s ability to raise additional capital. Wesbanco’s shareholders should recognize that, if the Wesbanco Authorized Share Increase Proposal is approved by Wesbanco’s shareholders, following the filing of the related articles of amendment to the Wesbanco Articles, they will own a smaller percentage of shares relative to the total authorized shares of Wesbanco than they presently own.

Vote Required. If a quorum exists, approval of the Wesbanco Authorized Share Increase Proposal requires the affirmative vote of at least a majority of the votes cast on the proposal. Abstentions, unvoted shares and broker non-votes will not have any effect on the outcome of this proposal, assuming a quorum is present.

Recommendation of Wesbanco’s Board of Directors. The Wesbanco board of directors recommends a vote “FOR” approval of the Wesbanco Authorized Share Increase Proposal.

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THE PREMIER FINANCIAL SPECIAL MEETING

General

This section contains information about the special shareholder meeting Premier Financial has called to consider and vote on proposals to: (i) adopt the Merger pursuant to the Merger Agreement, which we refer to in this joint proxy statement/prospectus as the Premier Financial Merger Proposal; (ii) approve, in a non-binding advisory vote, the compensation payable to the named executive officers of Premier Financial in connection with the Merger, which we refer to in this joint proxy statement/prospectus as the Premier Financial Merger-Related Compensation Proposal; and (iii) approve the adjournment of the Premier Financial special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Premier Financial Merger Proposal at the time of the Premier Financial special meeting, which we refer to in this joint proxy statement/prospectus as the Premier Financial Adjournment Proposal.

Premier Financial is mailing this joint proxy statement/prospectus to its shareholders on or about [ ● ], 2024. Together with this joint proxy statement/prospectus, Premier Financial is also sending to its shareholders a notice of the Premier Financial special meeting and a form of proxy that Premier Financial’s board of directors is soliciting for use at the Premier Financial special meeting and at any adjournments of the Premier Financial special meeting.

A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference into this document in its entirety. You should read the entire Merger Agreement carefully.

Date, Time and Place of the Premier Financial Special Meeting

The Premier Financial special meeting will be held virtually on [ ● ], 2024, at [ ● ] [a.m./p.m.] Eastern Time. The Premier Financial special meeting will be an entirely virtual meeting. That means that Premier Financial shareholders can attend the Premier Financial special meeting online, vote shares of common stock electronically, and submit questions during the Premier Financial special meeting by visiting [ ● ].

Matters to be Considered

At the Premier Financial special meeting, Premier Financial shareholders will be asked to consider and vote to approve the following matters:

Recommendation of Premier Financial’s Board of Directors

The Premier Financial board of directors recommends that you vote “FOR” approval of the Premier Financial Merger Proposal, “FOR” approval of the Premier Financial Merger-Related Compensation Proposal, and “FOR” approval of the Premier Financial Adjournment Proposal. See “The Merger — Premier Financial’s Reasons for the Merger and Recommendation of the Board of Directors of Premier Financial” beginning on page 78 for a more detailed discussion of the Premier Financial board of directors’ recommendation.

Record Date; Stock Entitled to Vote; Broker Voting; Quorum

Only holders of record of Premier Financial common stock on [ ● ], 2024, which we refer to as the Premier Financial record date, will be entitled to notice of and to vote at the Premier Financial special meeting and any

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adjournments of such meeting. On [ ● ], 2024, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were [ ● ] shares of Premier Financial common stock outstanding and entitled to vote at the Premier Financial special meeting. Owners of record of Premier Financial common stock on the record date are entitled to one vote per share at the Premier Financial special meeting for each share of common stock owned on the Premier Financial record date.

A quorum, consisting of the holders of a majority of the outstanding shares of Premier Financial common stock, must be present in person or by proxy at the Premier Financial special meeting before any action can be taken. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called. Abstentions will count as present for establishing a quorum. Any “broker non-votes” submitted by brokers or nominees in connection with the Premier Financial special meeting will not be counted for purposes of determining the number of votes cast on a proposal and will not be treated as present for quorum purposes.

If your shares of Premier Financial common stock are held in the name of a bank, brokerage firm or other similar holder of record (referred to as “in street name”), you will receive instructions from the holder of record that you must follow for you to specify how your shares will be voted. In general, under the rules of the various national and regional securities exchanges, holders of record have the authority to vote shares for which their customers do not provide voting instructions on certain limited routine, uncontested matters, but not on non-routine proposals. In the case of non-routine items for which specific voting instructions have not been provided, the institution holding street name shares cannot vote those shares. When there is a routine proposal on a ballot or when the broker receives voting instructions on at least one non-routine proposal but not all such proposals, the non-routine proposals for which the broker has not been given voting instructions are often called “broker non-votes.”

It is expected that all proposals to be voted on at the Premier Financial special meeting are matters on which brokerage firms may not vote in their discretion on behalf of their clients. Because the Premier Financial Merger Proposal is required to be approved by the affirmative vote of at least two-thirds of the outstanding shares of Premier Financial common stock, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Premier Financial Merger Proposal. And for the same reason, the failure of a Premier Financial shareholder to vote by proxy or in person at the Premier Financial special meeting will have the effect of a vote “AGAINST” the Premier Financial Merger Proposal. Abstentions, broker non-votes and any failure to vote by proxy or in person at the Premier Financial special meeting will have no effect on the Premier Financial Merger-Related Compensation Proposal or the Premier Financial Adjournment Proposal.

Required Vote; Treatment of Abstentions; Broker Non-Votes and Failures to Vote

Premier Financial Merger Proposal. If a quorum exists, approval of the Premier Financial Merger Proposal requires the adoption of the merger pursuant to the Merger Agreement by at least two-thirds of the issued and outstanding shares of Premier Financial common stock entitled to vote thereon. Abstentions, failures to vote and broker non-votes will have the effect of a vote AGAINST this proposal, assuming a quorum is present.

Premier Financial Merger-Related Compensation Proposal. If a quorum exists, approval of the Premier Financial Merger-Related Compensation Proposal requires the affirmative vote of at least a majority of all votes cast on the proposal assuming that a quorum is present. Abstentions, failures to vote and broker non-votes are not counted as votes cast and will not have any effect on the outcome of this proposal, assuming a quorum is present.

Premier Financial Adjournment Proposal. If a quorum exists, approval of the Premier Financial Adjournment Proposal requires the affirmative vote of at least a majority of all votes cast on the proposal assuming that a quorum is present. Abstentions, failures to vote and broker non-votes are not counted as votes cast and will not have any effect on the outcome of this proposal, assuming a quorum is present.

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Shares Held by Premier Financial Officers and Directors and their Affiliates

On [ ● ], 2024, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, the directors and executive officers of Premier Financial and the affiliates of such directors and executive officers had sole or shared voting power with respect to [ ● ] shares of Premier Financial common stock, or approximately [ ● ]% of the outstanding shares of Premier Financial common stock. The directors of Premier Financial have agreed to vote their shares of Premier Financial common stock for the Premier Financial Merger Proposal.

Voting of Proxies

A proxy card for use at the Premier Financial special meeting accompanies each copy of this joint proxy statement/prospectus mailed to Premier Financial shareholders. This proxy is solicited by the Premier Financial board of directors. Whether or not you plan to attend the Premier Financial special meeting virtually, the Premier Financial board of directors urges you to complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope; visit the website shown on your proxy card to vote via the Internet; or use the toll-free number shown on your proxy card. We urge you to submit your proxy if you do not expect to virtually attend the Premier Financial special meeting or if you wish to have your Premier Financial shares voted by proxy even if you virtually attend the Premier Financial special meeting.

If your shares are held in “street name” (i.e., in the name of a broker, bank or other record holder), you must direct the record holder how to vote your shares in connection with the Merger (unless you have granted your non-broker record holder discretionary authority to vote your shares without instructions from you). Your broker, bank, or other nominee will send you directions explaining how you can direct the record holder of your shares to vote.

Premier Financial shareholders holding Premier common stock in the Premier Financial 401(k) Employee Savings Plan will receive a full set of materials and a proxy card that will serve as instructions to Fidelity Management Trust Company, the trustee of the 401(k) Employee Savings Plan, to vote such shares. Fidelity Management Trust Company must receive your completed voting instructions before 11:59 P.M. Eastern Time on [ ● ], 2024 in order for Fidelity Management Trust Company to vote such shares.

All shares of Premier Financial common stock represented at the Premier Financial special meeting by properly executed proxies received prior to or at the Premier Financial special meeting, and not revoked, will be voted at the Premier Financial special meeting in accordance with the instructions on the proxies. If you properly execute a proxy but include no voting instructions, your shares will be voted “FOR” approval of the: (i) Premier Financial Merger Proposal; (ii) Premier Financial Merger-Related Compensation Proposal; and (iii) Premier Financial Adjournment Proposal. The Premier Financial board of directors does not know of any matters, other than those described in the notice of the Premier Financial special meeting, that are to come before the Premier Financial special meeting. If any other matters are properly presented at the Premier Financial special meeting for action, the persons named in the enclosed form of proxy will have the authority to vote on those matters in their discretion.

Participants in the Premier Financial 401(k) Savings Plan

If you participate in the Premier Financial 401(k) Employee Savings Plan (the “Premier Financial 401(k) Plan”) and shares of Premier Financial common stock have been allocated to your account in the Premier Financial 401(k) Plan, you are entitled to instruct the trustee of the Premier Financial 401(k) Plan, confidentially, as to how to vote those shares pursuant to the instructions provided to plan participants. The trustee will vote your shares in accordance with your duly executed instructions received by 11:59 p.m. Eastern Time on [ ● ], 2024. If you do not send instructions, your instructions are not timely received, or your instructions are not properly completed, the shares credited to your account in the Premier Financial 401(k) Plan will be voted by the

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trustee in the same proportion that it votes shares in the Premier Financial 401(k) Plan for which it did receive timely instructions. You may also revoke previously given voting instructions by 11:59 p.m. Eastern Time on [ ● ], 2024 by filing with the trustee either a written notice of revocation or a properly completed and signed instruction bearing a later date.

Revocation of Proxies

If you have executed a proxy, you may revoke it at any time before a vote is taken at the Premier Financial special meeting by:

Your virtual attendance at the Premier Financial special meeting will not, by itself, revoke your proxy.

If your Premier Financial shares are held by a broker, bank or other nominee in street name and you wish to change the instructions you have given your broker, bank or other nominee about how to vote your Premier Financial shares, or you wish to attend the Premier Financial special meeting and vote live, you must follow the instructions provided by your broker, bank or other nominee.

Expenses of Solicitation of Proxies

The costs incurred in connection with the solicitation of proxies for the Premier Financial special meeting will be borne by Premier Financial. Proxies will be solicited by mail and may also be solicited, for no additional compensation, by officers, directors or employees of Premier Financial. Premier Financial will also pay the standard charges and expenses of brokerage houses, voting trustees, banks, associations and other custodians, nominees and fiduciaries, who are record holders of shares of Premier Financial common stock not beneficially owned by them, for forwarding the proxy materials to, and obtaining proxies from, the beneficial owners of shares of Premier Financial common stock entitled to vote at the Premier Financial special meeting. Premier Financial has also made arrangements with Laurel Hill Advisory Group (“Laurel Hill”) to assist it in soliciting proxies. Under the terms of the Merger Agreement, Wesbanco has agreed to pay or reimburse the fees and expenses of Laurel Hill. Laurel Hill will be paid a fee of $9,500 plus reimbursement for out-of-pocket expenses. Other than with respect to Laurel Hill, Premier Financial will bear the entire cost of soliciting proxies from Premier Financial shareholders.

Attending the Premier Financial Special Meeting

All holders of Premier Financial common stock, including holders of record and shareholders who hold their shares through banks, brokers or other nominees, are invited to virtually attend the Premier Financial special meeting. Shareholders of record can vote in live at the Premier Financial special meeting. Instructions on how to attend and participate virtually, including how to demonstrate proof of stock ownership, are posted at [ ● ]. If you are not a shareholder of record, you should contact your bank, broker or other nominee, for instructions on how to be able to vote live at the Premier Financial special meeting. Premier Financial reserves the right to refuse admittance to anyone without proper proof of stock ownership.

DO NOT SEND YOUR PREMIER FINANCIAL STOCK CERTIFICATES WITH YOUR PROXY CARD.

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PREMIER FINANCIAL PROPOSALS

Premier Financial Merger Proposal

Proposal. Premier Financial is asking its shareholders to approve the Premier Financial Merger Proposal. Pursuant to this proposal, Premier Financial shareholders are being asked to adopt the Merger pursuant to the Merger Agreement. For a detailed discussion of the Merger, including the terms and conditions of the Merger Agreement, see “The Merger” beginning on page 56.

Holders of Premier Financial common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

Recommendation of Premier Financial Board of Directors. After careful consideration, the Premier Financial board of directors approved the Merger Agreement, including the Merger and the transactions contemplated by the Merger Agreement, and determined the Merger Agreement and the Merger to be advisable and in the best interests of Premier Financial and its shareholders.

The Premier Financial board of directors recommends a vote “FOR” approval of the Premier Financial Merger Proposal.

Premier Financial Merger-Related Compensation Proposal

Proposal. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-21(c) promulgated thereunder, Premier Financial is required to submit the Premier Financial Merger-Related Compensation Proposal to its shareholders. The Premier Financial Merger-Related Compensation Proposal gives Premier Financial shareholders the opportunity to vote, on an advisory (non-binding) basis, on the compensation that may be paid or become payable to Premier Financial’s named executive officers in connection with the Merger. This compensation is summarized in the table entitled “Golden Parachute Compensation” that begins on page 102, including the associated narrative disclosure.

The Premier Financial board of directors recommends that Premier Financial’s shareholders approve the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the Premier Financial named executive officers in connection with the Merger, as disclosed in the table entitled “Golden Parachute Compensation” that begins on page 102 of the joint proxy statement/prospectus for the Merger, together with the accompanying footnotes and narrative discussion relating to the named executive officers’ golden parachute compensation and the agreements or understandings pursuant to which such compensation may be paid or become payable, as set forth in the sections of the joint proxy statement/prospectus for the Merger titled “The Merger — Interests of Certain Persons in the Merger” and “The Merger — Merger-Related Compensation for Premier Financial Named Executive Officers,” is hereby APPROVED.”

The vote on this Premier Financial Merger-Related Compensation Proposal by Premier Financial shareholders is a vote separate and apart from the vote on the Premier Financial Merger Proposal. Accordingly, Premier Financial shareholders may vote to approve the Premier Financial Merger-Related Compensation Proposal and not to approve the Premier Financial Merger Proposal, and vice versa. Because the vote is advisory in nature only, it will not be binding on Wesbanco, Wesbanco Bank, Premier Financial or Premier Bank. Accordingly, as the compensation to be paid in connection with the Merger is contractual with the executives, regardless of the outcome of this advisory vote, that compensation will be paid, subject only to the satisfaction of the applicable conditions to payment and the Merger being completed.

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This vote is not intended to address any specific item of compensation, but rather the overall compensation that may become payable to Premier Financial’s named executive officers in connection with the completion of the Merger. Such compensation will not be payable if the Merger is not completed.

Recommendation of Premier Financial Board of Directors. Premier Financial’s board of directors recommends that Premier Financial shareholders vote “FOR” approval of the Premier Financial Merger-Related Compensation Proposal.

Premier Financial Adjournment Proposal

Proposal. If, at the special meeting of Premier Financial shareholders, the number of shares of Premier Financial common stock present or represented and voting in favor of the Premier Financial Merger Proposal is insufficient to adopt the Premier Financial Merger Proposal, Premier Financial intends to ask its shareholders to vote to adjourn the special meeting to another time or place, if necessary or appropriate, to permit further solicitation of proxies. In this event, Premier Financial will request that the shareholders vote on the Premier Financial adjournment proposal.

Premier Financial is asking its shareholders to authorize the holder of any proxy solicited by the Premier Financial board of directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Premier Financial special meeting to another time and place, if necessary or appropriate, for the purpose of soliciting additional proxies. If Premier Financial requests a vote on the Premier Financial adjournment proposal and the Premier Financial shareholders approve this proposal, Premier Financial could adjourn the special meeting and use this additional time to solicit proxies from its shareholders, including those shareholders who have previously voted.

Recommendation of Premier Financial’s Board of Directors. Premier Financial’s board of directors recommends that Premier Financial shareholders vote “FOR” approval of the Premier Financial Adjournment Proposal.

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THE MERGER

The following summarizes material terms of the Merger and provisions of the Merger Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A and which we incorporate by reference into this document. This summary does not purport to be complete and may not contain all of the information about the Merger and Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this joint proxy statement/prospectus. Factual disclosures about Wesbanco and Premier Financial contained in this joint proxy statement/prospectus or in the companies’ public reports filed with the SEC may supplement, update or modify the factual disclosures about the companies contained in the Merger Agreement.

This description of the Merger Agreement in this joint proxy statement/prospectus has been included to provide you with information regarding the Merger Agreement’s terms. The Merger Agreement contains representations, warranties, covenants and agreements made by Wesbanco and Premier Financial as of specific dates that were made for purposes of that contract between the parties and are subject to qualifications and limitations, including by information in disclosure schedules that the parties exchanged in connection with the execution of the Merger Agreement. In addition, certain representations and warranties may be subject to contractual standards of materiality different from those generally applicable to Wesbanco shareholders and Premier Financial shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this joint proxy statement/prospectus, may have changed since the date of the Merger Agreement. Neither Wesbanco shareholders nor Premier Financial shareholders are third-party beneficiaries under the Merger Agreement.

Terms of the Merger

Wesbanco’s and Premier Financial’s respective boards of directors have approved the Merger Agreement. The Merger Agreement provides that Premier Financial will merge with and into Wesbanco, with Wesbanco being the surviving corporation. Immediately following the Merger, Premier Bank, an Ohio corporation and a wholly-owned subsidiary of Premier Financial, will merge with and into Wesbanco Bank, a West Virginia banking corporation that is Wesbanco’s main operating subsidiary.

Premier Financial’s Shareholders Will Receive Wesbanco Common Stock in the Merger

If the Merger is completed, for each share of Premier Financial common stock that a Premier Financial shareholder owns, that Premier Financial shareholder will receive 0.80 of a share of Wesbanco common stock, subject to adjustment as described in the Merger Agreement. We refer to the 0.80 of a share of Wesbanco common stock as the “Merger Consideration” or the “Exchange Ratio.” The Merger Agreement provides that the Exchange Ratio will be adjusted if Wesbanco changes the number of shares of Wesbanco common stock issued and outstanding prior to the effective time of the Merger as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in Wesbanco’s capitalization. The Exchange Ratio also is subject to adjustment in certain circumstances if Premier Financial were to elect to terminate the Merger Agreement based on a decrease in the market price of Wesbanco common stock and Wesbanco were to elect to increase the Merger Consideration by adjusting the Exchange Ratio. See “The Merger — Termination of the Merger Agreement” beginning on page 119.

Wesbanco Shareholders Will Not Receive Any Cash, Stock or Other Consideration in the Merger

If the Merger is completed, Wesbanco shareholders will continue to own the same number of shares of Wesbanco common stock that they owned before the Merger and will not receive any cash, stock or other consideration.

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Treatment of Premier Financial Equity-Based Awards

Stock Options. At the effective time of the Merger, each stock option (or portion thereof) granted by Premier Financial to purchase shares of Premier Financial common stock under Premier Financial’s stock compensation and stock based incentive plans, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time of the Merger generally will, without any further action on the part of Wesbanco, Premier Financial or the holder thereof, be cancelled and terminated and converted into the right to receive an amount of cash in respect of each Net Option Share (as defined below) subject to such option equal to the product of (i) the Exchange Ratio and (ii) the volume weighted average trading price of Wesbanco common stock on the Nasdaq Global Select Market for the 20-trading day period ending on the later of (i) the first date on which all necessary bank regulatory approvals or non-objections have been received (disregarding any waiting period) or (ii) the date on which Premier Financial’s shareholders approve the Premier Financial Merger Proposal (the “Average Closing Price”). The amount payable to any holder of a Premier Financial stock option will be reduced by any applicable tax withholding. For the avoidance of doubt, except as contemplated otherwise by the Merger Agreement, each outstanding Premier Financial stock option with an exercise price per share that is in excess of the Average Closing Price will be cancelled and extinguished at the effective time of the Merger without any present or future right to receive any portion of the Merger Consideration or any other payment. For purposes hereof, a “Net Option Share” means, with respect to a Premier Financial stock option, the quotient of (i) the product of (A) the excess, if any, of the Average Closing Price over the exercise price per share of such Premier Financial stock option multiplied by (B) the number of shares of Premier Financial common stock subject to such stock option, divided by (ii) the Average Closing Price.

Restricted Stock. Immediately prior to the effective time of the Merger, each award in respect of a share of Premier Financial common stock subject to time-based vesting or other time-based lapse restriction granted under Premier Financial’s stock compensation and stock based incentive plans, other than stock options described above, that is unvested and outstanding immediately prior to the effective time of the Merger will fully vest and will be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Premier Financial common stock underlying such restricted stock award, less applicable tax withholdings.

Performance Awards. Immediately prior to the effective time of the Merger, each performance-based equity award in respect of shares of Premier Financial granted under Premier Financial’s stock compensation and stock based incentive plans, other than stock options described above, that is unvested and outstanding at such time will fully vest (with any performance-based vesting condition applicable to such performance award to be deemed to have been met at target or as otherwise provided in the Merger Agreement) and will be cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Premier Financial common stock underlying such performance award, less applicable tax withholdings.

Effects of the Merger

The Merger will become effective as set forth in the articles of merger that will be filed with the West Virginia Secretary of State and the articles of merger that will be filed with the Ohio Secretary of State. At that time, the separate existence of Premier Financial will cease, and Wesbanco will be the surviving corporation. The assets, liabilities and capital of Premier Financial will be merged with those of Wesbanco and those assets, liabilities and capital will then constitute part of the assets, liabilities and capital of Wesbanco. Wesbanco will continue to operate under the Wesbanco Articles and the Wesbanco Bylaws effective as of immediately prior to the Merger, and the officers and directors of Wesbanco will continue as the officers and directors of the surviving corporation, except that four current Premier Financial directors, anticipated to be Zahid Afzal, Louis M. Altman, John L. Bookmyer and Lee Burdman, will be appointed to the board of directors of Wesbanco upon completion of the Merger. See “The Merger — Interests of Certain Persons in the Merger” beginning on page 96. The tenure of the directors and officers of Wesbanco immediately prior to the Merger will be unaffected by the Merger.

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At the effective time of the Merger, each share of Premier Financial common stock issued and outstanding immediately prior to the time the Merger becomes effective will be converted automatically into the right to receive the Merger Consideration. Shares of Premier Financial common stock beneficially owned by Wesbanco or any subsidiary of Wesbanco or Premier Financial (other than in a fiduciary capacity by them for others) will not be exchanged for the Merger Consideration in the Merger. Instead, these shares will be canceled and will cease to exist.

After the Merger becomes effective, each certificate evidencing shares of Premier Financial common stock will be deemed to evidence only the right to receive the Merger Consideration and, under certain circumstances, dividends on shares of Premier Financial common stock with a record date prior to the completion of the Merger and dividends on shares of Wesbanco common stock with a record date after the completion of the Merger. The holder of an unexchanged certificate will not receive any dividend or other distribution payable by Wesbanco until the certificate has been exchanged.

Exchange and Payment Procedures

At least one business day prior to the effective time of the Merger, Wesbanco will deposit with Computershare Investor Services, LLC (the “Exchange Agent”), (i) book entry shares representing the aggregate number of shares of Wesbanco common stock issuable pursuant to the Merger Agreement in exchange for all of the shares of Premier Financial common stock outstanding immediately prior to the effective time of the Merger and (ii) immediately available funds equal to the aggregate amount of cash payable by Wesbanco pursuant to the Merger Agreement in lieu of fractional shares of Wesbanco common stock.

As promptly as practicable after the effective time of the Merger and in no event more than seven business days thereafter, Wesbanco will mail or will cause to be mailed to each former holder of record of Premier Financial common stock a letter of transmittal containing instructions for use in surrendering Premier Financial stock certificates in exchange for the Merger Consideration, cash in lieu of fractional shares, if any, and any unpaid dividends or distributions that a holder of record of Premier Financial common stock would be entitled to receive under the terms of the Merger Agreement. After the effective time of the Merger, each holder of a Premier Financial stock certificate who has surrendered that stock certificate or who has provided customary affidavits and indemnification regarding the loss or destruction of that stock certificate, together with duly executed transmittal materials, to the Exchange Agent, will be entitled to receive the Merger Consideration for each share of Premier Financial common stock and, if applicable, any cash in lieu of fractional shares of Wesbanco common stock and any unpaid dividends or distributions. Wesbanco will have no obligation to deliver the Merger Consideration, any cash in lieu of fractional shares or any unpaid dividends or distributions to any former Premier Financial shareholder until the Premier Financial shareholder surrenders his, her or its Premier Financial stock certificates.

If a Premier Financial stock certificate has been lost, stolen or destroyed, the Exchange Agent will issue the Merger Consideration properly payable under the Merger Agreement upon receipt of an affidavit of that fact by the shareholder. Wesbanco may require the shareholder to post a bond in a reasonable amount as an indemnity against any claim that may be made against Wesbanco with respect to the shareholder’s lost, stolen or destroyed Premier Financial stock certificate.

Premier Financial stock certificates may be exchanged for the Merger Consideration and cash in lieu of fractional shares of Wesbanco common stock through the Exchange Agent for approximately 12 months after the completion of the Merger. At the end of that period, the Exchange Agent will return any Wesbanco shares and cash to Wesbanco. Any holders of Premier Financial common stock certificates who have not exchanged their certificates for the Merger Consideration before that date will then be entitled to look only to Wesbanco or its duly authorized shareholder locating agent or asset reunification service, which may be an affiliate of the Exchange Agent, to seek payment of the Merger Consideration, any cash in lieu of fractional shares of Wesbanco common stock and any unpaid dividends or distributions payable to the holder, in each case without interest.

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Neither Premier Financial nor Wesbanco will be liable to any former holder of Premier Financial common stock for any Merger Consideration that is paid to a public official or State Treasury in accordance with any applicable abandoned property, escheat or similar laws.

Following the effective time of the Merger, there will be no transfers on the stock transfer books of Premier Financial other than to settle transfers of Premier Financial common stock that occurred prior to the effective time of the Merger.

Benefit Arrangements

Premier Financial 401(k) Plan. Pursuant to the terms of the Merger Agreement, prior to the effective time of the Merger, Premier Financial will terminate the Premier Financial Corp. 401(k) Employee Savings Plan (the “Premier Financial 401(k) Plan”), which termination may occur immediately prior to the effective time of the Merger and be contingent upon the consummation of the Merger. Premier Financial may amend the Premier Financial 401(k) Plan prior to such termination to the extent permitted under applicable law and guidance in order to allow the rollover in kind of any outstanding plan loans held in participant accounts. As of the termination of the Premier Financial 401(k) Plan, the accounts of all participants and beneficiaries in the Premier Financial 401(k) Plan will become fully vested. As soon as practicable following the effective time of the Merger, Wesbanco will cause any remaining account balances in the Premier Financial 401(k) Plan either to be distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct in accordance with plan terms. Wesbanco will permit the employees of Premier Financial and its subsidiaries who remain with Wesbanco or any Wesbanco subsidiary (“continuing employees”) to rollover their eligible account balances in the Premier Financial 401(k) Plan to the Wesbanco, Inc. 401(k) Plan, including the in-kind rollover of plan loans, which Wesbanco will administer according to their terms.

Other Benefit Plans. Immediately prior to the effective time of the Merger and subject to the consummation of the Merger, Premier Financial and Premier Bank will, at the request of Wesbanco, freeze or terminate each other compensation and benefit plan of Premier Financial and Premier Bank, subject to any exceptions agreed upon by the parties to the Merger Agreement.

Severance, Benefits and Outplacement Services for Terminated Premier Financial Employees. Employees of Premier Financial and Premier Bank (other than employees who are otherwise parties to employment, severance or change in control agreements) who are not offered the opportunity to continue as employees of Wesbanco or Wesbanco Bank after the Merger, or who are terminated without cause within 12 months following the Merger, will be entitled to receive from Wesbanco or Wesbanco Bank:

Employees of Premier Financial who are party to any employment agreement, severance agreement, retention agreement, change in control agreement, or any other agreement that provides for any payment that would be triggered by the Merger or the Bank Merger will not receive the severance compensation discussed above, but

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will instead receive the payment provided for in such agreement unless such employee waives and relinquishes their right to any payments under any such agreement, in which case such employee will receive the severance compensation discussed above.

Benefits for Continuing Employees. From and after the effective time of the Merger, continuing employees will be provided with employee benefits that are substantially similar to employee benefits provided to other comparable employees under Wesbanco’s benefit compensation and plans. Additionally, each continuing employee will be credited with years of service with Premier Financial and/or Premier Bank for purposes of eligibility, vesting, entitlements to benefits and levels of benefits (but not for benefit accrual purposes under any defined benefit plan or agreement) in the compensation and employee benefit plans of Wesbanco, and will retain the vacation accrual earned under Premier Financial’s vacation policy as of the effective time of the Merger so that such continuing employee will receive under Wesbanco’s compatible policy a benefit no less than what such continuing employees had earned under Premier Financial’s policy as of the effective time of the Merger; provided, however, that any future accrual of benefits will be in accordance with Wesbanco’s policies, subject to carryover limitations applicable to such future accruals. In addition, continuing employees who become eligible to participate in Wesbanco’s compensation and benefit plans following the effective time of the Merger (i) will receive full credit under such plans for any deductibles, co-payments and out-of-pocket expenses incurred by such employees and their respective dependents under the applicable Premier Financial compensation and benefit plans during the portion of the applicable plan year prior to such participation, and (ii) will not be subject to any exclusion or penalty for pre-existing conditions that were covered under Premier Financial compensation and benefit plans immediately prior to the effective time of the Merger, or to any waiting period relating to such coverage.

Retention Bonus Pool. Wesbanco will provide a cash retention bonus pool for the purposes of retaining the services of employees of Premier Financial and its subsidiaries who are key employees. Premier Financial’s Executive Chairman will determine, subject to approval by Wesbanco’s President and Chief Executive Officer, the Premier Financial employees eligible to receive retention awards from the retention bonus pool and any criteria for payment, and will determine the final allocation of payments from the retention pool. Any retention pool bonus is intended to retain the services of the recipient through the end of the month following the conversion of Premier Financial’s data processing and information technology systems. The retention pool bonuses will be paid at that time unless the recipient’s employment is terminated either by Wesbanco or Wesbanco Bank for cause or by the recipient without good reason.

Retention Restricted Stock Agreements. Wesbanco will enter into agreements with certain Premier Financial key employees, including some executive officers, pursuant to which Wesbanco will grant restricted shares of Wesbanco common stock that will cliff-vest on the second anniversary of the grant date if such key employee remains employed by Wesbanco or Wesbanco Bank at that time. Grants under these retention restricted stock agreements will be made and become effective only upon the applicable key employees becoming employees of Wesbanco or Wesbanco Bank at or after the effective time of the Merger. No grants under these retention restricted stock agreements will be made if the Merger does not occur.

Other Benefit Arrangements. As of the effective time of the Merger, Wesbanco will honor and assume the separation agreements, employment agreements, non-competition agreements, consulting agreements and change in control agreements in effect with the senior officers of Premier Financial and Premier Bank at the effective time of the Merger. See “Interests of Certain Persons in the Merger” beginning on page 96.

Background of the Merger

Each of the respective Wesbanco and Premier Financial boards of directors and senior management regularly considers strategic and acquisition opportunities to the extent such opportunities arise and the institutions in question have businesses and cultures complimentary to that of their respective organizations.

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The reviews and assessments performed by the Premier Financial board of directors (directly as well as through Premier Financial’s executive committee) have included discussions regarding strategic alternatives, capital planning (including share and debt issuances, share repurchases and dividends), earnings improvement through revenue increases, business process enhancements and expense reductions, growth strategies (including organic growth, hiring of teams of individuals, and acquisitions and mergers), and business line additions and exits. The Premier Financial board of directors has also reviewed, and has discussed with outside advisors, the state of the banking industry generally and Premier Financial in particular, including the economic, interest rate and regulatory environment; the competitive landscape for community banks; public trading prices of bank stocks; and bank merger and acquisition activity and valuations. These meetings have included discussions regarding potential business considerations, economies of scale, technology enhancements and partnerships, additional customer services and revenue sources, specialty product sets, non-interest income strategies, and shareholder value benefits that might be achieved if Premier Financial were to become a larger institution through acquisitions or a merger with a similarly-sized or significantly larger financial institution.

The management and board of directors of Premier Financial frequently review the strategic opportunities and challenges of Premier Financial and consider various strategic options available to Premier Financial. From time to time, and most recently in September 2023, the Premier Financial board of directors and management have met with representatives of Piper Sandler, an investment banking firm, to discuss general market conditions, industry trends and potential strategic opportunities and alternatives, including business combination opportunities. Additionally, both the Executive Chairman and the Chief Executive Officer of Premier Financial, Donald P. Hileman and Gary M. Small, respectively, have maintained relationships with executives of other financial institutions viewed as potential strategic partners, either as a potential target or as a potential acquirer, to Premier Financial.

Further, as part of the ongoing oversight and management of Wesbanco, the Wesbanco board of directors and Wesbanco’s management regularly review and assess Wesbanco’s long-term strategic goals and opportunities, performance, and prospects in light of competitive and other relevant developments, all with the goal of enhancing shareholder value. These reviews have included periodic discussions regarding potential merger and acquisition candidates that could further their strategic objectives and the potential benefits and risks of any such transactions.

As part of his ongoing responsibilities as President and Chief Executive Officer of Wesbanco, Jeffrey H. Jackson also has maintained relationships with executives of financial institutions viewed as strategically desirable either as potential acquisition targets or potential acquirors of Wesbanco and Wesbanco Bank. This has included meeting with the chief executive officers of both potential acquisition targets and potential acquirors of Wesbanco and Wesbanco Bank on an ongoing basis.

The Premier Financial board of directors tasked the Premier Financial executive committee of the board of directors in 2023 to assist, advise and make recommendations to the board of directors with respect to potential strategic initiatives of Premier Financial, including acquisitions of business entities and mergers, consolidations and other potential business combinations involving Premier Financial. During 2023 and 2024, the Premier Financial directors serving on the executive committee were Mr. Hileman, Marty E. Adams, Mr. Small, Samuel S. Strausbaugh, John L. Bookmyer and Richard J. Schiraldi.

On February 20, 2023, as part of its ongoing consideration and evaluation of Premier Financial’s long-term prospects and alternatives, the Premier Financial executive committee held a meeting with representatives of Piper Sandler. During the meeting, Piper Sandler reviewed and discussed with the executive committee information regarding the banking industry, publicly available financial and stock market information for Premier Financial and select other community banks, potential capital planning strategies, and community bank merger and acquisition activity. The Piper Sandler representatives also reviewed and discussed with the committee a broad selection of financial institutions in Premier Financial’s region, which were categorized into three groups based on size: potential downstream acquisition partners (smaller institutions in Premier Financial’s

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market or adjacent markets), merger-of-equals partners (similarly sized institutions in or near Premier Financial’s market) and upstream partners (larger institutions). There was preliminary review and discussion of certain potential financial impacts to Premier Financial shareholders of a Premier Financial acquisition of a downstream partner, a merger of equals or a combination with an upstream partner, as compared to Premier Financial pursuing organic growth as a standalone organization. The Premier Financial executive committee and the Piper Sandler representatives also discussed various potential advantages, disadvantages and other matters associated with a standalone organic growth strategy and with each category of potential merger partners.

On September 25, 2023, Piper Sandler presented information to the Premier Financial board of directors concerning Premier Financial’s position in the evolving banking market, industry trends and expectations in the following 12 – 18 months, peer benchmarking and considerations around potential business combinations. Premier Financial and Piper Sandler executed an engagement letter on October 8, 2023 with respect to Piper Sandler’s provision of advisory services with respect to strategic alternatives and planning services.

Over the last few years, Mr. Hileman, Premier Financial’s Executive Chairman, engaged in periodic discussions with two potential upstream institutions we will refer to as Institution B and Institution C. During 2022 and 2023, discussions with Institution B and Institution C were general in nature and did not include any specific proposals, though a general interest in exploring strategic alternatives was expressed between the parties in the event Premier Financial were to seek a merger partner.

In keeping with their responsibilities to evaluate long-term prospects and strategies, Mr. Jackson, Wesbanco’s President and Chief Executive Officer, along with a representative of Raymond James, met with the Chief Executive Officer of Premier Financial, Mr. Small, at a banker’s conference held in Scottsdale, Arizona on January 27, 2024. The purpose of the meeting was initially to get to know each other and to become familiar with their respective financial organizations.

The meeting identified the complementary nature of the franchises of both organizations and their similar culture and structure. Mr. Small contacted Premier Financial’s investment banking advisor, Piper Sandler, immediately following this meeting for advice regarding the meeting. As a follow up to that meeting, on January 28, 2024, a representative of Raymond James, two board members of Wesbanco who were in attendance at the conference, Denise Knouse-Snyder and James W. Cornelsen, along with Mr. Jackson, met over lunch with Mr. Small to continue their discussions on the similarities of the respective organizations and the background and structure of Premier Financial and Premier Bank. These meetings generated another meeting the next day on January 29, 2024, among Mr. Jackson, Ms. Knouse-Snyder, Mr. Cornelsen, and another board member of Premier Financial, Mr. Adams, to further explore the interests of the parties in considering a strategic transaction, including discussions related to Premier Financial’s continued growth towards being a $10+ billion asset organization and the expected regulatory and operational challenges associated with growth above that size.

As a result of these meetings, Mr. Jackson and Mr. Hileman worked together to develop a mutual non-disclosure and non-solicitation agreement between the respective organizations which was then executed on February 8, 2024. The purpose of the agreement was to permit the entities to share confidential information and also to preclude the solicitation of management and employees of the respective organizations.

The next day, on February 9, 2024, a meeting was held in Columbus, Ohio with Mr. Jackson, Christopher V. Criss, the Chairman of the Board of Wesbanco, and Mr. Hileman to discuss the parties’ operational philosophies, culture and additional interests and alignment of both parties in pursuing a possible transaction. It was determined at that meeting that there was mutual interest in pursuing a possible transaction between the parties, and they agreed to engage in further discussions concerning the same. Premier Financial began sharing preliminary due diligence materials with Wesbanco.

On February 27, 2024, the Premier Financial Executive Committee held a meeting to further discuss exploring a potential combination with Wesbanco.

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During early March 2024, the Premier Financial board of directors requested that Piper Sandler take initial steps to prepare a preliminary financial analysis of a merger with Wesbanco. On March 8, 2024, Piper Sandler provided an additional presentation to the members of the Premier Financial executive committee providing an update on the current mergers and acquisition market followed by a specific review of the potential business combination with Wesbanco.

Following the March 8, 2024 presentation by Piper Sandler to the Premier Financial executive committee, including discussions of the views of the Premier Financial executive committee members regarding the presentation and related market conditions, and based on Piper Sandler’s qualifications, reputation and experience in mergers and acquisitions involving banks and its familiarity with Premier Financial, the Premier Financial board of directors authorized the engagement of Piper Sandler as Premier Financial’s financial advisor. After considering, among other things, the requirements of Premier Financial’s business operations and initiatives, the current level of community bank merger and acquisition activity, and the advisability of conducting a merger partner exploration process while controlling the risk that such a process could disrupt Premier Financial’s business operations or be leaked or otherwise publicly known, the Premier Financial board of directors requested that Premier Financial’s executive committee and Premier Financial’s management commence work with Piper Sandler to refine the group of potential upstream partners, and directed the Premier Financial executive committee to oversee the exploration of a potential business combination with Wesbanco, Institution B and Institution C and to evaluate any proposals received. Premier Financial’s executive committee further instructed Piper Sandler to contact Institution C to assess its interest in exploring a potential business combination and Mr. Hileman to contact Institution B. Further, a data site was opened by Premier Financial in March 2024 to facilitate the sharing of information with potential parties.

In early April 2024, Mr. Hileman contacted the investment banker representing Institution B to assess its interest in submitting a non-binding indication of interest to merge with Premier Financial. Piper Sandler also contacted Institution C to assess its ability to submit a non-binding indication of interest. Following some brief discussions with Piper Sandler, Institution C thanked Piper Sandler for the opportunity however it declined to submit an indication of interest.

At the same time, Mr. Jackson then began working with representatives of Raymond James concerning the development of detailed presentation material that could be shared with the Wesbanco Board of Directors. At a meeting of Wesbanco’s board of directors held on March 28, 2024, a formal presentation package was presented to Wesbanco’s board of directors showing the synergies and possible benefits of the acquisition of Premier Financial by Wesbanco. As a result of that preliminary discussion, it was concluded that a capital raise by Wesbanco would be necessary to maintain strong regulatory capital as part of any such transaction. It was the consensus of Wesbanco’s board of directors to continue discussions toward a possible transaction which would include the necessity of a common equity raise as part of the transaction or in advance thereof.

As the discussions between the parties continued, a formal presentation was made to the Wesbanco board of directors at its regularly scheduled meeting on April 17, 2024, by Raymond James which included suggestions for the creation of a non-binding indication of interest and an outline of the steps necessary to complete a capital raise which would be used to support a transaction and permit Wesbanco to remain a well-capitalized institution upon consummation of any such transaction. At that meeting, a formal engagement letter was approved by the Wesbanco board of directors to engage Raymond James as the investment banker for Wesbanco to pursue both the acquisition of Premier Financial and also to assist in a common equity raise which Wesbanco’s board of directors felt prudent to consider as a part of any such transaction.

On April 18, 2024, the first indication of interest was sent by Mr. Jackson to Mr. Hileman which was expressly non-binding and which set out parameters for a potential acquisition based solely on an exchange of stock and setting forth certain general terms regarding a transaction that would be included in a potential agreement and plan of merger. Mr. Hileman met with Piper Sandler to discuss the indication of interest.

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On April 22, 2024, Institution B expressed its interest in a combination with Premier Financial, and a mutual non-disclosure and non-solicitation agreement was executed on April 23, 2024. On April 29, 2024, Institution B submitted its non-binding indication of interest to the Premier Financial board of directors and Piper Sandler.

On May 1, 2024, senior management for Premier Financial met with legal counsel from Nelson Mullins Riley & Scarborough, LLP (“Nelson Mullins”) and Piper Sandler to review the indication of interest received from Wesbanco and Institution B. Following the meeting, the Premier Financial executive committee held a meeting also attended by representatives of Piper Sandler and Nelson Mullins. The Piper Sandler representatives reviewed and discussed with the committee the two initial, non-binding indications of interest that had been received. Each of the two indications of interest reflected, based on April 29, 2024 stock prices, proposed merger consideration per Premier Financial share of common stock in excess of Premier Financial’s April 29, 2024 stock price of $19.54.

Wesbanco’s indication of interest proposed a value per Premier Financial share of common stock of $22.79 to $23.36, which represented estimated aggregate merger consideration in a range of $819.3 million to $839.8 million, which represented an implied fixed exchange ratio of 0.80 to 0.82 shares of Wesbanco common stock for each share of Premier Financial common stock based on Wesbanco’s April 29, 2024 stock price. Wesbanco’s indication of interest proposed consideration consisting of 100% stock at a fixed exchange ratio to be determined based on a comprehensive due diligence investigation, which would include, among other things, an analysis of merger related costs, purchase accounting adjustments, the results of a loan portfolio review, an analysis of anticipated cost savings, validation of Premier Financial’s earnings run rate, an assessment of the ability to retain key employees responsible for the continuity of key business lines, and other due diligence matters. Wesbanco’s indication of interest proposed to add three Premier Financial directors to Wesbanco’s board of directors, and that Wesbanco would discuss continuing roles for certain members of Premier Financial’s management team.

Institution B’s indication of interest proposed a value per Premier Financial share of common stock of $23.00, which represented estimated aggregate merger consideration of $827.4 million, and an implied fixed exchange ratio of 1.0191 shares of Institution B’s common stock for each share of Premier Financial common stock based on Institution B’s April 29, 2024 stock price. Institution B’s indication of interest proposed consideration consisting of 100% stock. Institution B’s indication of interest proposed to add two Premier Financial directors to the Institution B’s board of directors, and that Institution B would discuss continuing roles for certain members of Premier Financial’s management team.

On May 3, 2024, the Premier Financial executive committee held a meeting with representatives of Nelson Mullins and Piper Sandler to discuss Wesbanco’s and Institution B’s respective indications of interest. The Piper Sandler representatives observed that the Wesbanco proposal represented a potential 19.6% premium to Premier Financial’s stock price, as compared to a 17.7% premium presented by Institution B’s proposal, based on April 29, 2024 stock prices.

After discussions and consideration of, among other matters, the indications of interest that the Premier Financial executive committee reviewed with Piper Sandler, the fiduciary obligations of the members of the executive committee, the alternative of remaining independent and the possibility of exploring other potential strategic alternatives, Premier Financial’s executive committee unanimously resolved that it was in the best interest of Premier Financial and its shareholders to further pursue the Merger with Wesbanco. The Premier Financial executive committee agreed that it was strongly in support of Wesbanco raising additional capital compared with Institution B’s indication of interest that did not include a commitment to raise capital. The executive committee then authorized Mr. Hileman to continue negotiating the indication of interest with Wesbanco and to execute a revised indication of interest with Wesbanco with a focus on improving the exchange ratio and clarifying other factors including, but not limited to, double trigger walk away rights for Premier Financial, increased board representation by members of Premier Financial’s board of directors, and mutual exclusivity.

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On May 6, 2024, the second indication of interest was sent by Mr. Jackson to Mr. Hileman with proposed Merger consideration of 100% stock at an implied exchange ratio of 0.80 to 0.83 shares of Wesbanco common stock for each share of Premier Financial common stock based on Wesbanco’s May 2, 2024 stock price, clarifying double trigger walk away rights, defining mutual exclusivity, and increasing the number of Premier Financial representatives on the board of the resulting company to four directors.

Discussions then ensued among Mr. Hileman, representatives of Piper Sandler, Mr. Jackson and representatives of Raymond James, which resulted in an executed letter of intent dated May 6, 2024. Steps were then undertaken to populate a site for electronic delivery of documents and files necessary to engage in due diligence on both Premier Financial and Wesbanco. These steps were formalized at a meeting of the Wesbanco executive committee on May 15, 2024, in which the Wesbanco executive committee authorized the organization of the offsite due diligence and the use of the Premier Financial data site for the sharing of confidential Wesbanco information and files between the parties. The Wesbanco executive committee also authorized proceeding with a capital raise in the range of $200 million in conjunction with the proposed transaction.

From early May 2024 through June 2024, the parties conducted offsite due diligence through the established data site with numerous internal and mutual due diligence meetings to discuss credit, general, regulatory, legal, risk and compliance matters with members of management, Piper Sandler and Raymond James.

On May 30, 2024, the Premier Financial executive committee held a meeting, which was also attended by members of senior management and representatives of both Piper Sandler and Nelson Mullins. The representatives of Piper Sandler reviewed and discussed with the committee the stock price trends and implied data based on recent Premier Financial and Wesbanco stock prices. Premier Financial management discussed the status of reverse due diligence on Wesbanco. Nelson Mullins reviewed and discussed with the committee the Merger Agreement negotiation process, terms and status of the indication of interest, as well as the director succession and shareholder voting agreements that Wesbanco had requested all directors and executive management enter into concurrently with execution of a Merger Agreement with Premier Financial.

Formal in-person offsite due diligence (including reverse due diligence by Premier Financial) was then conducted at a neutral site on June 10, 2024, with representatives of Wesbanco management, Premier Financial management, Raymond James and Piper Sandler in attendance. Those meetings were complemented with smaller group discussions and side meetings which began initially on June 4, 2024, and continued through June 18, 2024.

On June 18, 2024, Premier Financial’s board of directors held a meeting attended by members of senior management, as well as representatives of Piper Sandler and Nelson Mullins. Updates following the May 30, 2024 Premier Financial executive committee meeting were provided to Premier Financial’s board, and Premier Financial’s management reported on preliminary conclusions from the reverse due diligence process, recommending that negotiations of the potential Merger should continue. Mr. Hileman updated the board on his recent conversations with Premier Financial’s regulators and the regulatory process moving forward. Piper Sandler then advised the board on Wesbanco’s capital raising efforts and related information received from Raymond James.

Upon completion of the initial due diligence efforts, negotiations toward a definitive agreement were then undertaken with representatives of K&L Gates LLP (“K&L Gates”) and Phillips Gardill Kaiser & Altmeyer, PLLC (“Phillips Gardill”), along with Shannon Kuhl, chief legal officer for Premier Financial, and representatives of Nelson Mullins, counsel for Premier Financial.

On June 24, 2024, representatives of K&L Gates and Phillips Gardill delivered a draft of a proposed Merger Agreement to representatives of Nelson Mullins.

At the regularly scheduled Wesbanco board of directors meeting on June 27, 2024, a substantive review of the results of the due diligence was presented by management of Wesbanco to the Wesbanco board of directors.

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In addition, an updated analysis of the financial terms, key assumptions, cost saves and projections on post-merger performance was presented by representatives of Raymond James. Additionally, they addressed the potential costs and timeline for a projected capital raise of up to $200 million. Also in attendance at the meeting were representatives of Phillips Gardill and K&L Gates who addressed due diligence issues, the regulatory approval process and terms and conditions of the current draft of the proposed Merger Agreement. At the conclusion of the discussion, Wesbanco’s board of directors unanimously approved proceeding with final negotiations for the proposed transaction and the capital raise.

Between June 24, 2024 and July 1, 2024, members of Premier Financial senior management, representatives of Piper Sandler and Nelson Mullins conducted multiple conference calls to review and discuss with Wesbanco the provisions of the draft Merger Agreement and related voting agreements. Active negotiations between Premier Financial’s legal counsel and Wesbanco’s legal counsel began on July 1, 2024

On July 9, 2024, the Premier Financial executive committee held a meeting with members of senior management, which was also attended by representatives of Piper Sandler and Nelson Mullins. Representatives of Piper Sandler made a presentation to the Premier Financial executive committee regarding the timeline of events and negotiations followed by a review of Wesbanco and Premier Financial pro forma financial models, Premier Financial’s stand-alone financial projections and the current status of Wesbanco’s capital raising efforts. Representatives of Nelson Mullins also reviewed the current status of the Merger Agreement negotiations and the remaining Merger Agreement open items continuing to be negotiated with the executive committee, the resolution of negotiations regarding Merger Agreement issues that had been resolved and the timing of the potential merger announcement.

On July 23, 2024, Premier Financial’s board of directors held a meeting, which was also attended by members of Premier Financial management and representatives of Piper Sandler and Nelson Mullins. The Premier Financial board of directors discussed considerations that had led to the potential merger exploration process and Premier Financial’s strategic alternatives. Members of Premier Financial’s senior management discussed with the Premier Financial board of directors the reverse due diligence that had been conducted with respect to Wesbanco and the conclusions of the due diligence review. Piper Sandler then reviewed with the Premier Financial board of directors the financial aspects of the proposed transaction. Representatives of Nelson Mullins discussed with the Premier Financial board of directors the fiduciary duties of directors in connection with considering the proposed Merger Agreement. Representatives of Nelson Mullins then reviewed with the Premier Financial board of directors the material terms of the Merger Agreement, the resolution of Merger Agreement negotiations and responded to questions. Lastly, Premier Financial’s board of directors disclosed to the entire board of directors any conflicts of interest that may exist between the directors and Wesbanco. The meeting was adjourned until the next scheduled meeting on July 25, 2024.

On July 25, 2024, Premier Financial’s board of directors held a meeting, which was also attended by members of Premier Financial management and representatives of Piper Sandler and Nelson Mullins. Representatives of Piper Sandler rendered to the Premier Financial board of directors an opinion, which was rendered verbally and confirmed by delivery of a written opinion dated July 25, 2024 and attached to this joint proxy statement/prospectus as Annex C, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in such opinion, the exchange ratio of 0.80 shares of Wesbanco common stock for one share of Premier Financial common stock in the proposed merger was fair, from a financial point of view, to holders of Premier Financial common stock. Nelson Mullins reviewed the materials terms of the Merger Agreement and reviewed Premier Financial and Premier Bank merger resolutions the boards of directors of Premier Financial and Premier Bank would approve if the Premier Financial board approved moving forward with the merger with Wesbanco.

Following further discussion and after taking into consideration the matters discussed during the meeting and in prior meetings of the Premier Financial board of directors, including consideration of the successful

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capital raise of Wesbanco and the factors described below under “— Recommendation of the Premier Financial Board of Directors and Reasons for the Merger,” the Premier Financial board of directors determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were fair to and in the best interests of Premier Financial and its shareholders, unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and unanimously resolved to recommend that Premier Financial’s shareholders adopt the Merger Agreement and Merger.

A special meeting of the Wesbanco board of directors was held on July 25, 2024, by webcast with representatives of K&L Gates, Phillips Gardill and Raymond James participating during which the Wesbanco board of directors was apprised of the terms and conditions of the Merger Agreement, the results of due diligence and revised assumptions and projections. They also received a presentation from management on the overall transaction. The Wesbanco board of directors did proceed to receive the fairness opinion presentation, the fairness opinion of Raymond James and an update from counsel on the terms and conditions of the transaction. They also received an update on the success of the capital raise that would be done in advance of the Merger given market conditions for such a capital raise at the present time.

After discussion regarding the proposal, the Wesbanco board of directors unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, up to and including the Merger, declared the Merger advisable, and approved the capital raise as recommended by Raymond James.

The parties executed the Merger Agreement the evening of July 25, 2024.

Before the opening of trading markets on July 26, 2024, Wesbanco and Premier Financial issued a joint press release announcing the approval, adoption and execution of the Merger Agreement.

Wesbanco’s Reasons for the Merger and Recommendation of the Wesbanco Board of Directors

After careful consideration, the Wesbanco board of directors determined that the Merger Agreement and the Merger are in the best interests of Wesbanco and its shareholders, and, accordingly, adopted the Merger Agreement and approved the Merger and other transactions contemplated by the Merger Agreement and recommends that Wesbanco shareholders vote “FOR” approval of the Wesbanco Merger Proposal, “FOR” approval of the Wesbanco Stock Issuance Proposal and “FOR” approval of the Wesbanco Adjournment Proposal. In reaching these determinations, Wesbanco’s board of directors consulted with Wesbanco’s senior management, financial advisor and outside legal advisors, and drew on its knowledge of the business, operations, properties, assets, financial condition, operating results, historical market prices, and prospects of Premier Financial and Wesbanco, as well as current economic and market conditions, and considered a number of other factors, including the following material factors:

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In the course of its deliberations, the Wesbanco board of directors also considered potential risks and potentially negative factors concerning the Merger, including the following material factors:

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While the Wesbanco board of directors considered the foregoing potentially positive and potentially negative factors, the Wesbanco board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Wesbanco board of directors determined that the Merger Agreement and the Merger are advisable and in the best interests of Wesbanco and its shareholders.

The foregoing discussion of the information and factors considered by the Wesbanco board of directors is not intended to be exhaustive, but includes the material considerations of Wesbanco’s board of directors in adopting the Merger Agreement and approving the Merger and other transactions contemplated by the Merger Agreement. In reaching the determination to approve and recommend the Merger, Wesbanco’s board of directors looked at the totality of the information presented to it and did not assign any relative or specific weights to the factors considered, and individual directors may have given different weights to different factors. After considering, among other things, the matters discussed above, Wesbanco’s board of directors recommends that Wesbanco’s shareholders vote “FOR” approval of (i) the Wesbanco Merger Proposal, (ii) the Wesbanco Stock Issuance Proposal and (iii) the Wesbanco Adjournment Proposal.

It should be noted that this discussion of the Wesbanco board of directors’ reasoning presented in this section contains information that is forward-looking in nature, and therefore should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 151.

Opinion of Wesbanco’s Financial Advisor

Wesbanco retained Raymond James as its financial advisor on April 19, 2024. Wesbanco selected Raymond James as its financial advisor because it is a globally recognized investment banking firm offering a full range of investment banking services to its clients. In the ordinary course of its investment banking business, Raymond James is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. Pursuant to that engagement, Wesbanco’s board of directors requested that Raymond James evaluate and deliver an opinion regarding the fairness to Wesbanco, from a financial point of view, of the Exchange Ratio to be paid in the Merger pursuant to the Merger Agreement.

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On July 25, 2024, representatives of Raymond James rendered Raymond James’ opinion to Wesbanco’s board of directors (solely in its capacity as such), that, as of such date, the Exchange Ratio to be paid by Wesbanco in the Merger, other than for Trust Account Shares and DPC Shares (each as defined in the Merger Agreement), pursuant to the Merger Agreement was fair, from a financial point of view, to Wesbanco, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Raymond James in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated July 25, 2024, is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein. Any summary of the opinion of Raymond James set forth in this document is qualified in its entirety by reference to the full text of such written opinion. Wesbanco shareholders are urged to read the entire opinion carefully and in its entirety in connection with their consideration of the Exchange Ratio. Raymond James’ opinion speaks only as of the date of such opinion and does not reflect any developments that may occur or have occurred after the date of its opinion and prior to the completion of the Merger.

Raymond James provided its opinion for the information of Wesbanco’s board of directors (solely in its capacity as such) in connection with, and for purposes of, Wesbanco’s board of directors’ consideration of the Exchange Ratio to be paid by Wesbanco in the Merger, other than for Trust Account Shares and DPC Shares (each as defined in the Merger Agreement), pursuant to the Merger Agreement, and Raymond James’ opinion addressed only whether the Exchange Ratio to be paid in the Merger pursuant to the Merger Agreement was fair to Wesbanco, from a financial point of view, as of the date of the opinion. The opinion of Raymond James did not address any other term or aspect of the Merger Agreement or the Merger contemplated thereby. The Raymond James opinion did not constitute a recommendation to Wesbanco’s board of directors or to any Wesbanco or Premier Financial shareholder as to how Wesbanco’s board of directors, such shareholder or any other person should vote or otherwise act with respect to the Merger or any other matter.

In connection with its review of the proposed Merger and the preparation of its opinion, Raymond James reviewed, analyzed and relied upon information bearing upon the financial and operating condition of Wesbanco and Premier Financial, among other things:

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