WesBanco Inc.

10/24/2025 | Press release | Distributed by Public on 10/24/2025 14:08

Change in Certifying Accountants (Form 8-K)

Item 4.01 Changes in Registrant's Certifying Accountant.

As a matter of good corporate governance, the Audit Committee (the "Audit Committee") of the Board of Directors of Wesbanco, Inc. (the "Company"), with the assistance of management, issued a Request for Proposal ("RFP") regarding the Company's engagement of an independent registered public accounting firm to audit the Company's consolidated financial statements for the fiscal year ending December 31, 2026. Thereafter, the Audit Committee invited multiple firms to participate in the RFP process.

(a) Dismissal of Independent Registered Public Accounting Firm

Upon the completion of the RFP selection, on October 22, 2025, the Audit Committee approved the dismissal of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm. The dismissal will be effective upon the issuance of the Company's consolidated financial statements for the fiscal year ending December 31, 2025.

The reports of EY on the Company's consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's consolidated financial statements for each of the two years ended December 31, 2024 and 2023, and in the subsequent interim period through October 22, 2025, there were no disagreements with EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to satisfaction of EY would have caused EY to make reference to the matter in their report.

The Company has requested EY to furnish a letter addressed to the Securities Exchange Commission stating whether it agrees with the above statements. A copy of EY's letter dated October 22, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.


(b) Newly Engaged Independent Registered Public Accounting Firm

On October 22, 2025, the Audit Committee approved the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's new independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2026, and the related interim periods, subject to completion of Deloitte's standard client acceptance procedures and execution of an engagement letter.

During 2024 and 2023, and through the date of the Audit Committee's action to approve the appointment of Deloitte, neither the Company, nor anyone on its behalf, consulted with Deloitte regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was either the subject of a "disagreement," as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or any "reportable events," as defined in Item 304(a)(1)(v) of SEC Regulation S-K and the related instructions.

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