PREMIER FINANCIAL CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-03-03: Form 8-K; Period of report 2025-02-28; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2025-02-13: Form 8-K; Period of report 2025-02-12; Description 8.01 Other Events; Details 8.01.
- 2025-01-21: Form 8-K; Period of report 2025-01-21; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2024-12-13: Form 8-K; Period of report 2024-12-13; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-03-03 | 8-K | 2025-02-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 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”). 3.01 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. 3.03 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. 5.01 At the Effective Time, Premier was merged with and into Wesbanco pursuant to the Merger Agreement, with Wesbanco as the surviving entity. 5.02 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. 5.03 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. | d920472d8k.htm |
| 2025-02-13 | 8-K | 2025-02-12 | 8.01 Other Events | 8.01 On February 12, 2025, Wesbanco, Inc. (“Wesbanco”) and Premier Financial Corp. (“Premier”) jointly issued a press release announcing that they have received all necessary regulatory approvals for the pending merger between Wesbanco and Premier. | d920311d8k.htm |
| 2025-01-21 | 8-K | 2025-01-21 | 2.02 Results of Operations and Financial Condition | 2.02 On January 21, 2025, Premier Financial Corp. (“Premier”) issued a press release regarding its earnings for the quarter ended December 31, 2024. | pfc-20250121.htm |