Current Report · Items 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 · 8-K

PREMIER FINANCIAL CORP

Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Material Modification to Rights of Security Holders · Changes in Control of Registrant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Filed Mar 3, 2025Accepted Mar 3, 2025, 4:09 AM ESTCIK 946647Accession 0001193125-25-043541

Company context

Premier Financial Corp. (Nasdaq: PFC), headquartered in Defiance, Ohio, is the holding company for Premier Bank. Premier Bank, headquartered in Youngstown, Ohio, operates 73 branches and nine loan offices in Ohio, Michigan, Indiana and Pennsylvania and also serves clients through a team of wealth professionals dedicated to each community banking branch. For more information, visit Premier’s website at www. PremierFinCorp.com.

Recent company filings

Disclosure sections

Items 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. On the Effective Date, in connection with the closing of the Merger, Premier, Wesbanco and Wilmington Trust Company, as trustee (“WTC Trustee”), entered into a First Supplemental Indenture (the “Trust I Supplemental Indenture”) pursuant to which, among other things, Wesbanco assumed Premier’s obligations under that certain Indenture, dated as of October 28, 2005, between Premier (f/k/a First Defiance Financial Corp.) and the WTC Trustee, which established and provided for the issuance of Premier’s Floating Rate Junior Subordinated Debentures due December 15, 2035. On the Effective Date, in connection with the closing of the Merger, Premier, Wesbanco and U.S. Bank Trust Company, National Association, as trustee (“USBTC Trustee”), entered into a First Supplemental Indenture (First Defiance Statutory Trust II) (the “Trust II Supplemental Indenture”) pursuant to which, among other things, Wesbanco assumed Premier’s obligations under that certain Indenture, dated as of March 30, 2007, between Premier (f/k/a First Defiance Financial Corp.) and the USBTC Trustee (as successor to LaSalle National Bank Association), which established and provided for the issuance of Premier’s Junior Subordinated Deferrable Interest Debentures. On the Effective Date, in connection with the closing of the Merger, Premier, Wesbanco and USBTC Trustee as trustee, entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) pursuant to which, among other things, Wesbanco assumed Premier’s obligations under that certain Indenture, dated as of September 30, 2020, as supplemented by that certain First Supplemental Indenture dated September 30, 2020, between Premier and USBTC Trustee, which established and provided for the issuance of Premier’s $50.0 million of its 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030. The foregoing descriptions of the Trust I Supplemental Indenture, the Trust II Supplemental Indenture and the Second Supplemental Indenture are qualified in their entirety by reference to the full text of the respective indentures, which are filed as Exhibits 4.1, 4.2, and 4.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01Item 2.01 - Completion of Acquisition

Item 2.01 Completion of Acquisition or Disposition of Assets. Pursuant to the Merger Agreement, and effective as of 6:00 p.m. on the Effective Date (the “Effective Time”), Premier was merged with into Wesbanco, with Wesbanco as the surviving entity (the “Merger”). Immediately following the Merger, Premier Bank, a wholly owned subsidiary of Premier, was merged with and into Wesbanco Bank, a wholly owned subsidiary of Wesbanco (the “Bank Merger”), with Wesbanco Bank as the surviving entity in the Bank Merger. Pursuant to the Merger Agreement, immediately prior to or at the Effective Time: each share of Premier common stock, $0.01 par value per share (“Premier Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive 0.80 (the “Exchange Ratio”) shares of common stock, $2.0833 par value per share, of Wesbanco (“Wesbanco Common Stock”), with cash to be paid in lieu of any fractional shares of Wesbanco Common Stock (collectively, the “Merger Consideration”); except as otherwise provided in the Merger Agreement, each outstanding and unexercised Net Option Share granted by Premier to purchase shares of Premier common stock, whether vested or unvested, was cancelled and terminated and converted into the right to receive a cash payment equal to the product of the Exchange Ratio multiplied by the Average Closing Price. “Net Option Share” means the product of (x) such number of shares of Premier Common Stock underlying the option multiplied by (y) ... - 2 - (i) each Premier equity award subject to time-based vesting or other time-based lapse restriction, other than Premier’s outstanding stock options, that was unvested and outstanding, vested and was cancelled and converted into the right to receive the merger consideration for each share of Premier Common Stock underlying such equity award, less applicable tax withholdings and (ii) each Premier equity award subject to a performance-based vesting condition, other than Premier’s outstanding s... The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.

Item 3.01Item 3.01 - Notice of Delisting

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. As a result of the Merger, Premier no longer fulfills the listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”). In connection with the closing of the Merger, Premier notified Nasdaq that the Merger had been completed and requested that Nasdaq (i) suspend trading of Premier Common Stock on Nasdaq, (ii) withdraw Premier Common Stock from listing on Nasdaq prior to the open of trading on March 3, 2025, and (iii) file with the SEC a notification of removal from listing on Form 25 to delist Premier Common Stock from Nasdaq and deregister Premier Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Premier Common Stock will no longer be listed on Nasdaq. Additionally, Wesbanco, as successor to Premier, intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of registration of Premier Common Stock under Section 12(g) of the Exchange Act and the suspension of Premier’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03Item 3.03 - Material Modification to Rights

Item 3.03 Material Modification of Rights of Security Holders. At the Effective Time, each holder of a certificate or book-entry share representing any shares of Premier Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration described above and subject to the terms and conditions set forth in the Merger Agreement. The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01Item 5.01 - Changes in Control

Item 5.01 Changes in Control of the Registrant. At the Effective Time, Premier was merged with and into Wesbanco pursuant to the Merger Agreement, with Wesbanco as the surviving entity. The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Effective Time, as a result of the Merger, Premier ceased to exist as a separate entity and Premier’s directors and executive officers ceased serving as directors and executive officers of Premier. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. - 3 -

Item 5.03Item 5.03 - Amendments to Articles/Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Effective Time, the Second Amended and Restated Articles of Incorporation and the Seconded Amended and Restated Code of Regulations, as amended, of Premier ceased to be in effect by operation of law and the organizational documents of Wesbanco (as successor to Premier by operation of law) remained the Amended and Restated Articles of Incorporation, as amended December 11, 2024, and the Bylaws, as amended and restated as of May 4, 2021, of Wesbanco, consistent with the terms of the Merger Agreement. Copies of the Restated Articles of Incorporation, as amended, and the Bylaws, as amended, of WESBANCO are filed as Exhibits 3.1(a), 3.1(b), 3.1(c) and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Filed exhibits (3)

EX-4.1 (by filename) d920472dex41.htm

EX-4.1 2 d920472dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE dated as of February 28, 2025 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), Wesbanco, Inc., a West Virginia corporation (the “Successor Company”), and Premier Financial Corp. (f/k/a First Defiance Financial Corp.), an Ohio corporation (the “Company”), under the Indenture referred to below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Indenture dated as of October 28, 2005 (the “Indenture”), pursuant to which the Company issued U.S. $20,619,000.00 of its Floating Rate Junior Subordinated Deferrable Interest Debentures due December 15, 2035 (the “Debentures”). As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this First Supplement…

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EX-4.2 (by filename) d920472dex42.htm

EX-4.2 3 d920472dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE (First Defiance Statutory Trust II) THIS FIRST SUPPLEMENTAL INDENTURE dated as of February 28, 2025 is by and among U.S. Bank Trust Company, National Association, a national banking association, as the ultimate successor in interest to LaSalle National Bank Association (in such capacity, together with its successors in interest, the “Trustee”), Wesbanco, Inc., a West Virginia corporation (the “Successor Company”), and Premier Financial Corp. (formerly known as First Defiance Financial Corp.), an Ohio corporation (the “Company”), as issuer, and the “Company” under the Indenture referred to below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Indenture dated as of March 30, 2007 (the “Indenture”), pursuant to which the Company issued U.S. $15,464,000 of its Junior Subordinated Deferrable Interest Debentures (…

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EX-4.3 (by filename) d920472dex43.htm

EX-4.3 4 d920472dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE dated as of February 28, 2025, is by and among U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (herein, together with its successors in interest, the “Trustee”), Wesbanco, Inc., a West Virginia corporation (the “Successor Company”), and Premier Financial Corp., an Ohio corporation (the “Company”), as issuer under the Indenture referred to below. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company, and the Successor Company hereby agree as follows: PRELIMINARY STATEMENTS The Trustee and the Company are parties to that certain Indenture, dated as of September 30, 2020, as supplemented by that certain First Supplemental Indenture dated September 30, 2020, by and between the Company and the Trustee (the “Indenture”), pursuant to which the Company issued $50.0 million of its 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”…

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