韦斯银行美股招股说明书(2025-09-11版)

Wesbanco, Inc. 9,200,000 Depositary SharesEach Representing 1/40th Interest in a Share of7.375% Fixed-Rate ResetNon-CumulativePerpetual Preferred Stock, Series B Each of the 9,200,000 depositary shares offered hereby (the “depositary shares”) represents a 1/40th ownership interest in a share of 7.375%Fixed-Rate ResetNon-CumulativePerpetual Preferred Stock, Series B (the “Series B Preferred Stock”), $1,000 liquidation preference per share(equivalent to $25 per depositary share), of Wesbanco, Inc., deposited with Computershare Inc. and Computershare Trust Company, N.A., acting jointlyas depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights andpreferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through thedepositary. Holders of Series B Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors and tothe extent that we have legally available funds to pay dividends. Any such dividends will be payable (i)from the date of original issue to, but excluding,October1, 2030, at a rate equal to 7.375% per annum, in arrears on each of January1, April1, July1 and October1, commencing January1, 2026, and(ii)from and including, October1, 2030, during each reset period, at a rate per annum equal to the five-year treasury rate as of the most recent resetdividend determination date (as described elsewhere in this prospectus supplement) plus 3.795% in arrears on each of January1, April1, July1 andOctober1 of each year, beginning on October1, 2030, except in each case where such day is not a business day. Payment of dividends on the Series BPreferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement. Dividends on the Series B Preferred Stock will not be cumulative. This means that if we do not declare a dividend on Series B Preferred Stock forany dividend payment date, then that dividend will not accrue or be payable. In other words, if we have not declared a dividend before the dividendpayment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series BPreferred Stock are declared for any future dividend period. We may, at our option and subject to any required regulatory approvals, redeem the Series B Preferred Stock (i)in whole or in part, from time totime, on any dividend payment date on or after October1, 2030 or (ii)in whole, but not in part, at any time within 90 days following a “regulatorycapital treatment event,” as defined herein, in each case at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plusany declared and unpaid dividends. The Series B Preferred Stock will not have voting rights, except as set forth under “Description of the SeriesB Preferred Stock — Voting Rights”beginning on pageS-30. Currently no public market exists for the depositary shares. Application will be made to list the depositary shares on the Nasdaq Global SelectMarket (“Nasdaq”) under the symbol “WSBCPB”. If the application is approved, trading of the depositary shares on the Nasdaq is expected tocommence within a30-dayperiod after the initial delivery of the depositary shares. Neither the Series B Preferred Stock nor the depositary shares are savings accounts, deposits or other obligations of any of our bank ornon-banksubsidiaries and will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. Table of Contents Investing in the depositary shares involves a high degree of risk. Before buying any shares, you should read the discussion of risks ofinvesting in our depositary shares in “Risk Factors” beginning onpageS-12of this prospectus supplement. None of the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation (“FDIC”),the Board of Governors of the Federal Reserve System or any other regulatory body has approved or disapproved these securities ordetermined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. (1)The public offering price set forth above does not include dividends, if any, that may be declared. Dividends, if declared, will be calculated fromthe date of original issuance, which is expected to be September 17, 2025.(2)Reflects 8,102,000 depository shares sold to institutional investors, for which the underwriters received an underwriting discount of $0.5000 per depository share, and 1,098,000 depository shares sold to retail investors, for which the underwriters received an underwriting discount of $0.7875per depository share. The underwriters expect to deliver the depositary shares in bo