WSBC Wesbanco Inc - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on January 22, 2026, Michael L. Perkins informed the Board of Directors of Wesbanco, Inc. (the “Company”) that Mr. Perkins will retire from his position as the Company’s Senior Executive Vice President and Chief Risk Officer, effective June 30, 2026. On June 3, 2026, the Company and Mr. Perkins entered into an Executive Transition and Consulting Agreement (the “Agreement”) pursuant to which Mr. Perkins agreed to transition to the role of consultant to the Company effective July 1, 2026. Pursuant to the terms of the Agreement, Mr. Perkins will provide consulting and advisory services to the Company as reasonably requested from time to time by the Company's Chief Executive Officer or the Company’s Board of Directors. As compensation for his consulting services, the Company will pay Mr. Perkins a monthly consulting fee of $33,334 in cash. The consulting period under the Agreement will expire on June 30, 2027, unless earlier terminated in accordance with the terms of the Agreement. The Agreement further includes a non-competition covenant which applies during the term of the Agreement and for one year thereafter. Mr. Perkins’s continued eligibility for continued vesting of equity awards held by him upon the effectiveness of his retirement on June 30, 2026 is subject to, and conditioned upon, his compliance with the non-competition covenant in the Agreement. The Agreement also provides for customary covenants such as non-disparagement, cooperation, and return of company property. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.1 - Executive Transition and Consulting Agreement, dated June 3, 2026, by and between Wesbanco, Inc. and Michael L. Perkins.

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).