As filed with the Securities and Exchange Commission on June 12, 2018

Registration No. 333-224939

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WESBANCO, INC.

(Exact name of registrant as specified in its charter)

With Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided purchase to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Wesbanco, Inc. may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and Wesbanco, Inc. is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 12, 2018

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

The board of directors of Wesbanco, Inc., or Wesbanco, and the board of directors of Farmers Capital Bank Corporation, or Farmers Capital, have agreed to a merger of the two companies, which we refer to as the “merger,” under the terms and subject to the conditions of the Agreement and Plan of Merger, dated April 19, 2018, and referred to in this document as the merger agreement by and between Wesbanco, Wesbanco Bank, Inc., Farmers Capital and United Bank & Capital Trust Company (the “merger agreement”). At the effective time of the merger, Farmers Capital will merge with and into Wesbanco with Wesbanco continuing as the surviving corporation (the “merger”). Immediately following the merger, United Bank & Capital Trust Company, Farmers Capital’s wholly owned bank subsidiary, will merge with and into Wesbanco Bank, Inc., Wesbanco’s wholly owned bank subsidiary, which we refer to as the “bank merger,” with Wesbanco Bank, Inc. surviving the bank merger.

If the merger is completed, each share of common stock, $0.125 par value per share, of Farmers Capital (“Farmers Capital common stock”) outstanding immediately prior to the effective time of the merger, will be converted into the right to receive (1) 1.053 shares of common stock, $2.0833 par value per share, of Wesbanco (“Wesbanco common stock”), subject to adjustment as described in the merger agreement, and (2) $5.00 in cash, without interest, which we collectively refer to as the “merger consideration.” Shares of Wesbanco common stock will be unaffected by the merger and the merger will be tax-free to Wesbanco shareholders. Shareholders of Farmers Capital common stock generally will not recognize any gain or loss upon receipt of shares of Wesbanco common stock in exchange for Farmers Capital common stock pursuant to the merger, but will recognize gain (but not loss) in an amount not to exceed any cash received as part of the merger consideration (excluding cash received in lieu of fractional shares of Wesbanco common stock).

This proxy statement/prospectus is being distributed in connection with a special meeting of Farmers Capital shareholders. At that meeting, Farmers Capital shareholders will be asked to consider the following proposals: (1) approval of the merger agreement; (2) approval, in a non-binding advisory vote, of the compensation payable to the named executive officers of Farmers Capital in connection with the merger; and (3) approval of the adjournment of the Farmers Capital special meeting if necessary or appropriate to solicit additional proxies in favor of the approval of the merger agreement.

The number of shares of Wesbanco common stock that Farmers Capital shareholders will receive for the merger consideration is fixed, so that the market value of those shares will fluctuate with the market price of Wesbanco common stock and will not be known at the time Farmers Capital shareholders vote on the merger agreement. Based on the closing price of Wesbanco’s common stock of $44.22 on the NASDAQ Global Select Market on April 19, 2018, the last full trading day immediately prior to the public announcement of the merger agreement, the value of the per share merger consideration payable to Farmers Capital shareholders was $51.56. Based on the $[●] closing price of Wesbanco’s common stock on June [●], 2018, the last practicable full trading day before the date of this proxy statement/prospectus, the value of the per share merger consideration payable to Farmers Capital shareholders was $[●]. We urge you to obtain current market quotations for Wesbanco common stock (NASDAQ: trading symbol “WSBC”) and Farmers Capital common stock (NASDAQ: trading symbol “FFKT”). The estimated maximum number of shares of Wesbanco common stock issuable in the merger is expected to be approximately 7,927,453 shares.

Your vote is very important. Whether or not you plan to attend the Farmers Capital special meeting, please take the time to vote by completing and mailing the enclosed proxy card in accordance with the instructions on the proxy card. Farmers Capital shareholders may also cast their votes over the Internet or by telephone in accordance with the instructions on the proxy card. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. We cannot complete the merger unless Farmers Capital shareholders approve the merger agreement.

The accompanying document is a proxy statement of Farmers Capital and a prospectus of Wesbanco, and provides you with information about Farmers Capital, Wesbanco, the proposed merger and the special meeting of Farmers Capital shareholders. Farmers Capital encourages you to carefully and thoughtfully read this entire document, including all its annexes, and we especially encourage you to read the section entitled “Risk Factors” beginning on page 22. You also can obtain information about Farmers Capital and Wesbanco from publicly available documents filed with the Securities and Exchange Commission.

After careful consideration, the Farmers Capital board of directors unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are in the best interests of Farmers Capital and its shareholders. Accordingly, the Farmers Capital board of directors unanimously recommends that Farmers Capital shareholders vote “FOR” the proposal to approve the merger agreement, “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation payable to the named executive officers of Farmers Capital in connection with the merger, and “FOR” the proposal to adjourn the Farmers Capital special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement at the scheduled time of the special meeting.

We thank you for your continued support of Farmers Capital and look forward to the successful completion of the merger.

Sincerely,

Lloyd C. Hillard, Jr.

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities Wesbanco is offering through this proxy statement/prospectus are not savings or deposit accounts or other obligations of any bank or savings association, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This document incorporates important business and financial information about Wesbanco and Farmers Capital that is not included in or delivered with this document. This information is available without charge to Farmers Capital shareholders upon written or oral request at the applicable company’s address and telephone number listed in “Additional Information.” To obtain timely delivery, Farmers Capital shareholders must request the information no later than July 16, 2018. Please see “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page 96 for instructions to request this and certain other information regarding Wesbanco and Farmers Capital.

This proxy statement/prospectus is dated [●], 2018, and is first being mailed to the Farmers Capital shareholders on or about [●], 2018.

202 West Main Street

Frankfort, Kentucky 40601

(502) 227-1668

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held On July 23, 2018

Notice is hereby given that a special meeting of shareholders of Farmers Capital Bank Corporation (“Farmers Capital”), a Kentucky corporation, will be held at United Bank & Capital Trust Company, 125 West Main Street, Frankfort, Kentucky, on Monday, July 23, 2018, at 9:00 a.m. Eastern Daylight Time, to consider and vote upon the following proposals described in the accompanying proxy statement/prospectus:

1. A proposal to approve the Agreement and Plan of Merger, dated as of April 19, 2018, as it may be amended from time to time, by and between Wesbanco, Inc. (“Wesbanco”) a West Virginia corporation, Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly owned subsidiary of Wesbanco, Farmers Capital, and United Bank & Capital Trust Company, a Kentucky state-chartered commercial bank and a wholly owned subsidiary of Farmers Capital (“United Bank”), which provides for, among other things, the merger of Farmers Capital with and into Wesbanco, with Wesbanco as the surviving entity, as more fully described in the attached proxy statement/prospectus.

2. A proposal to approve, in a non-binding advisory vote, the compensation payable to the named executive officers of Farmers Capital in connection with the merger.

3. A proposal to approve the adjournment of the Farmers Capital special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Farmers Capital special meeting to approve the proposal to approve the merger agreement.

Only holders of record of Farmers Capital common stock at the close of business on May 31, 2018 will be entitled to notice of, and to vote at, the Farmers Capital special meeting and any adjournment thereof. Provided that a quorum exists for the special meeting, approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Farmers Capital common stock entitled to vote thereon. Approval of each of the other proposals to be voted on at the Farmers Capital special meeting requires the affirmative vote of the holders of a majority of the shares of Farmers Capital common stock present in person or by proxy at the special meeting.

Shareholders of Farmers Capital are entitled to dissenters’ rights under Chapter 271B, Subtitle 13 of the Kentucky Business Corporation Act, which we refer to as the “KBCA,” provided they follow the procedures and satisfy the conditions set forth in Chapter 271B, Subtitle 13 of KBCA. For more information regarding dissenters’ rights, see the section entitled “Proposal No. 1 -Dissenters’ Rights of Farmers Capital Shareholders” beginning on page 62 of this proxy statement/prospectus. In addition, a copy of Chapter 271B, Subtitle 13 of the KBCA is attached as Annex C to this proxy statement/prospectus. Failure to strictly comply with Chapter 271B, Subtitle 13 of the KBCA may result in your waiver of, or inability to, exercise dissenters’ rights.

The Farmers Capital board of directors has carefully considered the terms of the merger agreement and believes that the merger is in the best interests of Farmers Capital and its shareholders. The Farmers Capital board of directors has unanimously approved the merger agreement and unanimously recommends that shareholders vote: “FOR” approval of the merger agreement; “FOR” approval, in a non-binding advisory vote, of the compensation payable to the named executive officers of Farmers Capital in connection with the merger; and “FOR” the adjournment of the Farmers Capital special meeting if necessary or appropriate to solicit additional proxies in favor of the approval of the merger agreement. In considering the recommendation of the board of directors of Farmers Capital, you should be aware that certain directors and executive officers of Farmers Capital will have interests in the merger that may be different from, or in addition to, the interests of Farmers Capital shareholders generally. See the section entitled “Interests of Certain Persons the Merger” beginning on page 57 of the accompanying proxy statement/prospectus. In addition, certain of the executive officers and all of the directors of Farmers Capital have entered into voting agreements with Wesbanco in which the officer or director has agreed to vote his or her Farmers Capital shares in favor of approval of the merger agreement. See “Other Material Agreements Relating to the Merger — Voting Agreements.”

Your vote is very important. Whether or not you plan on attending the Farmers Capital special meeting, we urge you to read the proxy statement/prospectus carefully and to please vote your shares as promptly as possible. You may vote your shares by completing and sending in the enclosed proxy card, by submitting a valid proxy by Internet or telephone or by attending the Farmers Capital special meeting and voting in person. You may revoke your proxy at any time before it is voted by signing and returning a later dated proxy card with respect to the same shares, by submitting a new, valid later dated proxy by Internet or telephone, by filing a written revocation bearing a later date with the Secretary of Farmers Capital, or by attending the Farmers Capital special meeting and voting in person. If you fail to submit a proxy or to attend the Farmers Capital special meeting in person or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of Farmers Capital common stock will not be counted for purposes of determining whether a quorum is present at the Farmers Capital special meeting and will have the same effect as a vote AGAINST the merger agreement.

The enclosed proxy statement/prospectus provides a detailed description of the Farmers Capital special meeting, the merger, the documents related to the merger, and other related matters. We urge you to read carefully and in their entirety the proxy statement/prospectus and its appendices, including any documents incorporated by reference into the proxy statement/prospectus or their appendices carefully and in their entirety.

By Order of the Board of Directors,

Mark A. Hampton

Executive Vice President, Secretary,

and Chief Financial Officer

Frankfort, Kentucky

[●], 2018

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Wesbanco and Farmers Capital that is not included in or delivered with this document. You should refer to “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page 96 for a description of the documents incorporated by reference into this proxy statement/prospectus. You can obtain documents related to Wesbanco and Farmers Capital that are incorporated by reference into this document through the Securities and Exchange Commission’s web site at www.sec.gov, through Wesbanco’s website at www.wesbanco.com and through Farmers Capital’s website at www.farmerscapital.com. Please note that the Internet website addresses of Wesbanco and Farmers Capital are provided as inactive textual references only. The information provided on the Internet websites of Wesbanco and Farmers Capital, other than copies of the documents listed below that have been filed with the SEC, is not part of this proxy statement/prospectus and, therefore, is not incorporated herein by reference. You may also obtain copies of these documents, other than exhibits, unless such exhibits are specifically incorporated by reference into the information that this proxy statement/prospectus incorporates, without charge by requesting them in writing or by telephone from the appropriate company:

You will not be charged for any of these documents that you request. In order to receive timely delivery of the documents in advance of the Farmers Capital special meeting, you should make your request to Wesbanco or Farmers Capital, as the case may be, no later than July 16, 2018, or five trading days prior to the Farmers Capital special meeting. For further information about Wesbanco and Farmers Capital, please see “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page 96.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus serves two purposes — it is a proxy statement being used by the Farmers Capital board of directors to solicit proxies for use at the Farmers Capital special meeting, and it is also the prospectus of Wesbanco regarding the issuance of Wesbanco common stock to Farmers Capital shareholders if the merger is completed. This proxy statement/prospectus provides you with detailed information about the proposed merger of Farmers Capital with and into Wesbanco. We encourage you to read this entire proxy statement/prospectus carefully. Wesbanco has filed a registration statement on Form S-4 with the Securities and Exchange Commission, and this proxy statement/prospectus is the prospectus filed as part of that registration statement. This proxy statement/prospectus does not contain all of the information in the registration statement, nor does it include the exhibits to the registration statement. Please see “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page 96.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2018. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date hereof. You should not assume that the information contained in any document incorporated or deemed to be incorporated by reference herein is accurate as of any date other than the date of that document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this proxy statement/prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus. Neither the mailing of this proxy statement/prospectus to the Farmers Capital shareholders nor the taking of any actions contemplated hereby by Wesbanco or Farmers Capital at any time will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Farmers Capital has been provided by Farmers Capital and information contained in this document regarding Wesbanco has been provided by Wesbanco.

TABLE OF CONTENTS

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SHARE INFORMATION AND MARKET PRICES

The following table presents the closing market prices for Wesbanco and Farmers Capital common stock on April 19, 2018 and June [●], 2018, respectively. April 19, 2018 was the last full trading day prior to the public announcement of the signing of the merger agreement. June [●], 2018 was the last practicable full trading day for which information was available prior to the date of this proxy statement/prospectus. This table also shows the merger consideration equivalent proposed for each share of Farmers Capital common stock, which was calculated by multiplying the closing price of Wesbanco common stock on those dates by the exchange ratio of 1.053 and adding the cash consideration of $5.00 per share.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to Farmers Capital shareholders in determining whether to approve the merger agreement. Farmers Capital shareholders are urged to obtain current market quotations for shares of Wesbanco common stock and Farmers Capital common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus in considering whether to approve the merger agreement. The market prices of Wesbanco common stock and Farmers Capital common stock will fluctuate between the date of this proxy statement/prospectus and the date of completion of the merger. No assurance can be given concerning the market prices of Farmers Capital common stock or Wesbanco common stock before or after the effective date of the merger. Changes in the market price of Wesbanco common stock prior to the completion of the merger will affect the market value of the merger consideration that Farmers Capital shareholders will receive upon completion of the merger. Wesbanco common stock trades on the Nasdaq Global Select Market under the trading symbol “WSBC.” Farmers Capital common stock trades on the Nasdaq Global Select Market under the trading symbol “FFKT.”

The following table shows, for the periods indicated, the high and low sales prices for Wesbanco common stock and Farmers Capital common stock as reported by the Nasdaq Global Select Market and the cash dividends declared per share.

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SELECTED HISTORICAL FINANCIAL DATA OF WESBANCO

The following table sets forth certain historical financial data concerning Wesbanco as of or for the three months ended March 31, 2018 and 2017 and as of or for each of the five fiscal years ended December 31, 2017, which is derived from Wesbanco’s consolidated financial statements. The following information is only a summary, and you should read this information in conjunction with Wesbanco’s audited consolidated financial statements and related notes included in Wesbanco’s Annual Report on Form 10-K for the year ended December 31, 2017, and unaudited interim consolidated financial statements included in Wesbanco’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and 2017, which have been filed with the SEC and are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page 96.

N/A — Not applicable

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SELECTED HISTORICAL FINANCIAL DATA OF FARMERS CAPITAL

The following table sets forth certain historical financial data concerning Farmers Capital as of or for the three months ended March 31, 2018 and 2017 and as of or for each of the five fiscal years ended December 31, 2017, which is derived from Farmers Capital’s consolidated financial statements. The following information is only a summary, and you should read this information in conjunction with Farmers Capital’s audited consolidated financial statements and related notes included in Farmers Capital’s Annual Report on Form 10-K for the year ended December 31, 2017, and unaudited interim consolidated financial statements included in Farmers Capital’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and 2017, which have been filed with the SEC and are incorporated by reference into this document and from which this information is derived. See “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page 96.

N/A — Not applicable

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NON-GAAP FINANCIAL MEASURES

The following non-GAAP financial measures used by Wesbanco and Farmers Capital provide information useful to investors in understanding operating performance and trends, and facilitate comparisons with the performance of peers. The following tables summarize the non-GAAP financial measures derived from amounts reported in Wesbanco and Farmers Capital’s financial statements.

Wesbanco, Inc.

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Non-GAAP Financial Measures (Continued)

Farmers Capital Bank Corporation

Pro forma Combined⁽¹⁾

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COMPARATIVE PER SHARE DATA

(Unaudited)

The following tables set forth the basic earnings, diluted earnings, cash dividends and book value per common share data for Wesbanco and Farmers Capital on a historical basis, on a pro forma combined basis, and on a per equivalent Farmers Capital share basis, as of or for the three month period ending March 31, 2018, and as of or for the fiscal year ended December 31, 2017.

The pro forma data was derived by combining the historical consolidated financial information of Wesbanco and Farmers Capital using the acquisition method of accounting for business combinations and assumes the transaction is completed as contemplated. The pro forma and pro forma-equivalent per share information gives effect to the merger as if the transactions had been effective on the dates presented, in the case of the book value data, and as if the transactions had become effective on January 1, 2017, in the case of the earnings per share and dividends declared data. The unaudited pro forma data in the tables assume that the merger is accounted for using the acquisition method of accounting and represent a current estimate based on available information of the combined company’s results of operations. The pro forma financial adjustments record the assets and liabilities of Farmers Capital at their estimated fair values and are subject to adjustment as additional information becomes available and as additional analyses are performed. The information in the following table is based on, and should be read together with, the financial information and financial statements of Wesbanco and Farmers Capital incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information About Wesbanco and Farmers Capital” on page 96.

This information is presented for illustrative purposes only. You should not rely on the pro forma combined or pro forma equivalent amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.

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(1) Pro forma dividends per share represent Wesbanco’s historical dividends per share.

(2) See Non-GAAP Financial Measures for additional information relating to the calculation of this ratio.

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RISK FACTORS

In addition to the other information included in and incorporated by reference into this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” and the risk factors included in Wesbanco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and Farmers Capital’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, you should carefully consider the following risk factors before deciding whether to vote to approve the merger agreement. For further discussion of these and other risk factors, please see Wesbanco’s and Farmers Capital’s periodic reports and other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information About Wesbanco and Farmers Capital” beginning on page.  Additional risks and uncertainties not presently known to Wesbanco or Farmers Capital that are not currently believed to be important to you, if they materialize, also may adversely affect the merger and Wesbanco as the surviving corporation in the merger.

Because the market price of Wesbanco common stock may fluctuate, Farmers Capital shareholders cannot be certain of the market value of the Wesbanco common stock that they will receive in the merger.

Upon completion of the merger, each share of Farmers Capital common stock will become the right to receive (1) 1.053 shares of Wesbanco common stock, subject to adjustment as described in the merger agreement, and (2) $5.00 in cash, without interest. Any change in the price of Wesbanco common stock prior to completion of the merger will affect the market value of the stock that Farmers Capital shareholders will receive on the date of the merger. Farmers Capital will not have the right to terminate the merger agreement due to a decline in the trading price of Wesbanco common stock unless both (a) the average closing price of Wesbanco common stock during a specified period before the effective time of the merger is less than $34.188 and (b) Wesbanco common stock underperforms the Nasdaq Bank Index by more than 20%.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Wesbanco’s businesses, operations and prospects, and regulatory considerations. We urge Farmers Capital shareholders to obtain current market quotations for Wesbanco and Farmers Capital common stock when deciding how to vote.

If the price of Wesbanco common stock declines, Farmers Capital shareholders may receive less value for their shares upon completion of the merger than the value calculated pursuant to the exchange ratio on the date the merger agreement was executed, on the date of this proxy statement/prospectus or on the date of the Farmers Capital special meeting. For example, based on the range of closing prices of Wesbanco common stock during the period from April 19, 2018, the last full trading day before public announcement of the merger, through June [●], 2018, the last practicable full trading day prior to the date of this proxy statement/prospectus, the exchange ratio represented a value ranging from a high of $[●] on [●], 2018 to a low of $[●] on [●], 2018 for each share of Farmers Capital common stock. Because the date the merger is completed will be later than the date of the Farmers Capital special meeting, Farmers Capital shareholders will not know what the market value of Wesbanco common stock will be upon completion of the merger when voting at the Farmers Capital special meeting.

The opinion of Farmers Capital’s financial advisor delivered to the Farmers Capital board of directors prior to the execution of the merger agreement does not reflect changes in circumstances after the date of the opinion.

The opinion of Farmers Capital’s financial advisor to the Farmers Capital board of directors regarding the merger consideration to be received by the holders of Farmers Capital common stock was delivered on, and dated, April 19, 2018. Subsequent changes in the operation and prospects of Farmers Capital or Wesbanco, general market and economic conditions and other factors that may be beyond the control of Farmers Capital or Wesbanco may significantly alter the value of Farmers Capital or Wesbanco or the prices of the shares of

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Farmers Capital common stock or Wesbanco common stock by the time the merger is completed. The opinion does not speak as of the time the merger is completed, or as of any other date other than the date of the opinion. The opinion of Farmers Capital’s financial advisor is attached as Annex B to this proxy statement/prospectus. See “Proposal No. 1—Approval of the Merger Agreement – Opinion of Farmers Capital’s Financial Advisor” beginning on page 41 for a description of the opinion and a summary of the analyses performed by Farmers Capital’s financial advisor in connection with its opinion.

The combined company will incur significant transaction and merger-related costs in connection with the merger.

Wesbanco and Farmers Capital expect to incur costs associated with combining the operations of the two companies. Wesbanco and Farmers Capital have just recently begun collecting information in order to formulate detailed integration plans to deliver planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of Wesbanco and Farmers Capital. Whether or not the merger is consummated, Wesbanco and Farmers Capital will incur substantial expenses, such as legal, accounting, printing and financial advisory fees, in pursuing the merger. Although Wesbanco and Farmers Capital expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

If the merger is not completed, Wesbanco and Farmers Capital will have incurred substantial expenses without their shareholders realizing the expected benefits of the merger.

Wesbanco and Farmers Capital have each incurred substantial expenses in connection with the transactions described in this proxy statement/prospectus, which are charged to earnings as incurred. If the merger is not completed, these expenses will still be charged to earnings even though Wesbanco and Farmers Capital would not have realized the expected benefits of the merger. There can be no assurance that the merger will be completed.

Wesbanco may not be able to successfully integrate Farmers Capital or to realize the anticipated benefits of the merger.

The merger involves the combination of two companies that previously have operated independently. A successful combination of the operations of the two entities will depend substantially on Wesbanco’s ability to consolidate operations, systems and procedures and to eliminate redundancies and reduce costs of the combined operations. Wesbanco may not be able to combine the operations of Farmers Capital and Wesbanco without encountering difficulties, such as:

Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit the successful integration of Farmers Capital and Wesbanco.

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Further, Wesbanco and Farmers Capital entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross selling opportunities, technology, cost savings and operating efficiencies. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including whether Wesbanco integrates Farmers Capital in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact Wesbanco’s business, financial condition and operating results. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

The merger agreement may be terminated in accordance with its terms, and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include, among others: approval of the merger agreement by Farmers Capital shareholders, regulatory approvals, absence of orders prohibiting the completion of the merger, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the shares of Wesbanco common stock to be issued to Farmers Capital shareholders for listing on the Nasdaq Global Select Market, the continued accuracy of the representations and warranties by both parties, the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. See “Proposal No. 1 — Approval of the Merger Agreement — Termination of the Merger Agreement” beginning on page 76 for a more complete discussion of the circumstances under which the merger agreement could be terminated. Any of these conditions to closing of the merger may not be fulfilled, and as a result the merger may not be completed.

Termination of the merger agreement could negatively affect Farmers Capital.

If the merger agreement is terminated, there may be various consequences, including:

If the merger agreement is terminated and Farmers Capital’s board of directors seeks another merger or business combination, Farmers Capital shareholders cannot be certain that Farmers Capital will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Wesbanco has agreed to provide in the merger.

If the merger agreement is terminated, Farmers Capital may be required to pay a break-up fee of $12,000,000 to Wesbanco under certain circumstances. See “Proposal No. 1 — Approval of the Merger Agreement — Termination Fee” beginning on page 79.

The merger agreement limits Farmers Capital’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that, subject to narrow exceptions, limit Farmers Capital’s ability to discuss, facilitate or enter into agreements with third parties to acquire it. If Farmers Capital avails itself of those limited exceptions, it could be obligated to pay Wesbanco a break-up fee of $12,000,000 under certain specified circumstances. These provisions could discourage a potential competing acquiror that might have an interest in acquiring Farmers Capital from proposing or considering such an acquisition even if that potential acquiror were prepared to pay a higher price to shareholders than the merger consideration.

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Farmers Capital will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainties about the effect of the merger on employees and customers may have an adverse effect on Farmers Capital and consequently on Wesbanco. These uncertainties may impair Farmers Capital’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Farmers Capital to seek to change existing business relationships with Farmers Capital. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Farmers Capital’s business prior to the merger and the combined company’s business following the merger could be negatively impacted. In addition, the merger agreement restricts Farmers Capital from making certain acquisitions and taking other specified actions before the merger occurs without the consent of Wesbanco. These restrictions may prevent Farmers Capital from pursuing business opportunities that may arise prior to the completion of the merger. See “Proposal No. 1 — Approval of the Merger Agreement — Conduct of Business Prior to the Merger” beginning on page 71 for a description of restrictive covenants applicable to Farmers Capital.

The need for regulatory approvals may delay the date of completion of the merger or may diminish the benefits of the merger.

Wesbanco, Farmers Capital and certain of their subsidiaries are required to obtain the approvals of certain bank regulatory agencies prior to completing the merger and the bank merger. Satisfying any requirements of these regulatory agencies may delay the date of completion of the merger. The requisite regulatory approvals may not be received at all (in which case the merger could not be completed), may not be received in a timely fashion, or may contain conditions or restrictions on completion of the merger that cannot be satisfied. In addition, you should be aware that, as in any transaction, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the merger to the combined company or have an adverse effect on the combined company following the merger. See “Proposal No. 1 — Approval of the Merger Agreement — Regulatory Approvals” on page 61.

Farmers Capital shareholders will have less influence as shareholders of Wesbanco than they have as shareholders of Farmers Capital.

Farmers Capital shareholders currently have the right to vote in the election of the board of directors of Farmers Capital and on other matters affecting Farmers Capital. Based upon the number of shares of Farmers Capital common stock outstanding as of the record date, the current shareholders of Farmers Capital as a group will own approximately 14.5% of the voting power of the combined organization immediately after the merger. When the merger occurs, each Farmers Capital shareholder will become a shareholder of Wesbanco with a percentage ownership of the combined organization much smaller than the shareholder’s current percentage ownership of Farmers Capital. Because of this, Farmers Capital shareholders will have less influence on the management and policies of Wesbanco than they now have on the management and policies of Farmers Capital.

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Directors and officers of Farmers Capital have interests in the merger that differ from the interests of non-management Farmers Capital shareholders.

The executive officers of Farmers Capital and Wesbanco, with the assistance of the parties’ respective legal counsel and financial advisors, negotiated the terms of the merger agreement. The Farmers Capital and Wesbanco boards of directors have approved the merger agreement, and the Farmers Capital board of directors is recommending that Farmers Capital shareholders vote to approve the merger agreement. In considering these facts and the other information included in this proxy statement/prospectus or incorporated by reference into it, you should be aware that Farmers Capital’s directors and executive officers have economic interests in the merger beyond their interests as shareholders. These include, for example:

See “Proposal No. 1 — Approval of the Merger Agreement — Interests of Certain Persons in the Merger” beginning on page 57.

Following the merger, a high percentage of the combined company’s loan portfolio will be concentrated in West Virginia, Ohio, Pennsylvania, Indiana and Kentucky and in commercial and residential real estate. Deteriorations in economic conditions in these areas or in the real estate market generally could be more harmful to the combined company compared to more diversified institutions.

As of March 31, 2018, approximately 21.3%, of Wesbanco’s loan portfolio was comprised of residential real estate loans, and 47.7% was comprised of commercial real estate loans. Assuming the merger had been completed on March 31, 2018, the combined company’s loan portfolio as of that date would have been 23.1% residential real estate loans and 48.8% commercial real estate loans.

Inherent risks of commercial real estate (“CRE”) lending include the cyclical nature of the real estate market, construction risk and interest rate risk. The cyclical nature of real estate markets can cause CRE loans to suffer considerable distress. During these times of distress, a property’s performance can be negatively affected by tenants’ deteriorating credit strength and lease expirations in times of softening demand caused by economic deterioration or over-supply conditions. Even if borrowers are able to meet their payment obligations, they may

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find it difficult to refinance their full loan amounts at maturity due to declines in property value. Other risks associated with CRE lending include regulatory changes and environmental liability. Regulatory changes in tax legislation, zoning or similar external conditions including environmental liability may affect property values and the economic feasibility of existing and proposed real estate projects.

The combined company’s CRE loan portfolio will be concentrated in West Virginia, Ohio, Pennsylvania, Indiana and Kentucky. There are a wide variety of economic conditions within the local markets of the five states in which most of the combined company’s CRE loan portfolio will be situated. Rates of employment, consumer loan demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas, cities and towns. Metropolitan markets comprise various submarkets where property values and demand can be affected by many factors, such as demographic makeup, geographic features, transportation, recreation, local government, school systems, utility infrastructure, tax burden, building-stock age, zoning and building codes, and available land for development. Despite the merger, as a result of the continued high concentration of the combined company’s loan portfolio, the combined company may be more sensitive, compared to more diversified institutions, to future disruptions in, and deterioration of, this market, which could lead to losses that could have a material adverse effect on the business, financial condition and results of operations of the combined company.

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THE SPECIAL MEETING OF FARMERS CAPITAL SHAREHOLDERS

General

This section contains information about the special shareholder meeting Farmers Capital has called to consider and vote on proposals to (i) approve the merger agreement, (ii) approve, in a non-binding advisory vote, of the compensation payable to the named executive officers of Farmers Capital in connection with the merger; and (iii) approve the adjournment of the Farmers Capital special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement at the time of the Farmers Capital special meeting. Farmers Capital is mailing this proxy statement/prospectus to you on or about [●], 2018. Together with this proxy statement/prospectus, Farmers Capital is also sending to its shareholders a notice of the Farmers Capital special meeting and a form of proxy that Farmers Capital’s board of directors is soliciting for use at the Farmers Capital special meeting and at any adjournments of the special meeting.

A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this document in its entirety. You should read the entire merger agreement carefully.

Date, Time and Place of the Special Meeting

The Farmers Capital special meeting will be held at United Bank & Capital Trust Company, 125 West Main Street, Frankfort, Kentucky, on Monday, July 23, 2018, at 9:00 a.m. Eastern Daylight Time.

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of Farmers Capital common stock on May 31, 2018, which we refer to as the record date, will be entitled to notice of and to vote at the Farmers Capital special meeting and any adjournments of such meeting. On the record date, there were 7,519,814 shares of Farmers Capital common stock outstanding and entitled to vote at the Farmers Capital special meeting. Owners of record of Farmers Capital common stock on the record date are entitled to one vote per share at the Farmers Capital special meeting.

A quorum of Farmers Capital shareholders is necessary to have a valid meeting of Farmers Capital shareholders. The presence, in person or by proxy, of the holders of at least a majority of the shares of Farmers Capital common stock outstanding as of the record date and entitled to vote is necessary to constitute a quorum at the Farmers Capital special meeting. Abstentions and broker non-votes count as present for establishing a quorum. An abstention occurs when a shareholder attends a meeting, either in person or by proxy, but abstains from voting. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. None of the proposals to be voted upon at the Farmers Capital special meeting are routine matters, and brokers, banks and other nominees holding shares in street name will not be permitted to vote on any proposal without instructions from the beneficial holder with respect to that specific proposal. If a beneficial holder of shares of Farmers Capital common stock does not give the broker, bank or other nominee any voting instructions, the holder’s shares of common stock will not be voted on any proposal.

Required Vote

Approval of the Merger Agreement. Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Farmers Capital common stock entitled to vote. Accordingly, we urge you to complete, date and sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope.

When considering the recommendation of the Farmers Capital board of directors that Farmers Capital shareholders vote in favor of approval of the merger agreement, you should be aware that certain of Farmers

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Capital’s executive officers and directors have interests in the merger that may be different from, or in addition to, their interests as shareholders and the interests of Farmers Capital shareholders generally. See “Proposal No. 1 — Approval of the Merger Agreement — Interests of Certain Persons in the Merger” beginning on page 57.

Advisory (Non-binding) Vote Regarding Golden Parachute Compensation. In order to approve on an advisory (non-binding) basis, Farmers Capital’s golden parachute compensation payable to the named executive officers of Farmers Capital in connection with the merger, such proposal must receive the affirmative vote of a majority of the shares of Farmers Capital common stock present in person or by proxy at the Farmers Capital special meeting at which a quorum is present.

Discretionary Authority to Adjourn Our Special Meeting. In order to approve the proposal to grant discretionary authority to adjourn our special meeting if necessary or appropriate to solicit additional proxies from Farmers Capital shareholders in favor of approval of the merger agreement, such proposal must receive the affirmative vote of a majority of the shares of Farmers Capital common stock present in person or by proxy at the Farmers Capital special meeting at which a quorum is present.

Abstentions and Broker Non-Votes.

Approval of the Merger Agreement. Abstentions, broker non-votes, and shares that are not voted will have the effect of a vote “Against” the proposal to approve the merger agreement.

Advisory (Non-binding) Vote Regarding Golden Parachute Compensation. Abstentions, broker non-votes, and shares that are not voted will have no effect on the outcome of the proposal to approve on an advisory (non-binding) basis, Farmers Capital’s golden parachute compensation payable to the named executive officers of Farmers Capital in connection with the merger.

Discretionary Authority to Adjourn Our Special Meeting. Abstentions, broker non-votes, and any shares that are not voted will have no effect on the outcome of the proposal to adjourn the Farmers Capital special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Farmers Capital special meeting to approve the merger agreement.

Beneficial Ownership of Farmers Capital Officers, Directors and Affiliates

On the record date, the directors, executive officers and affiliates of Farmers Capital owned or controlled the vote of approximately 239,646 shares of Farmers Capital common stock, or approximately 3.2% of the outstanding shares of Farmers Capital common stock. In addition, certain of the executive officers and all of the directors of Farmers Capital have entered into voting agreements with Wesbanco in which each executive officer or director has agreed to vote his or her Farmers Capital shares in favor of approval of the merger agreement. See “Other Material Agreements Relating to the Merger — Voting Agreements.”

Voting of Proxies

Farmers Capital shareholders may submit the accompanying proxy by telephone, the Internet or by mail. We urge you to submit your proxy if you do not expect to attend the Farmers Capital special meeting in person or if you wish to have your Farmers Capital shares voted by proxy even if you attend the Farmers Capital special meeting. All shares of Farmers Capital common stock represented at the Farmers Capital special meeting by properly executed proxies received prior to or at the Farmers Capital special meeting, and not revoked, will be voted at the Farmers Capital special meeting in accordance with the instructions on the proxies. If you properly execute a proxy but include no voting instructions, your shares will be voted “FOR” the proposals to (i) approve the merger agreement, (ii) approve, in a non-binding advisory vote, the compensation payable to the named executive officers of Farmers Capital in connection with the merger; and (iii) approve the adjournment of the Farmers Capital special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement at the time of the Farmers Capital special meeting.

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If your shares are held in “street name” (i.e., in the name of a broker, bank or other record holder), you must direct the record holder how to vote your shares in connection with the merger. Your broker will send you directions explaining how you can direct your broker to vote.

The Farmers Capital board of directors does not know of any matters, other than those described in the notice of the Farmers Capital special meeting, which are to come before the special meeting. If any other matters are properly presented at the special meeting for action, the persons named in the enclosed form of proxy will have the authority to vote on those matters in their discretion.

Revocation of Proxies

If you give a proxy, you have the right to revoke it at any time before it is voted. You may revoke your proxy by (i) filing a written notice of revocation with the Secretary of Farmers Capital that is received prior to the vote at the Farmers Capital special meeting and bears a later date than the proxy, (ii) duly executing a later dated proxy card relating to the same Farmers Capital shares and delivering it to the Secretary of Farmers Capital before the vote at the Farmers Capital special meeting, (iii) submitting a later dated proxy by telephone or the Internet, before the vote at the Farmers Capital special meeting, or (iv) attending the Farmers Capital special meeting and voting in person. Your attendance at the Farmers Capital special meeting will not, in and of itself, revoke your proxy. Any written notice of revocation or subsequent dated proxy should be sent to Farmers Capital Bank Corporation, 202 West Main Street, Frankfort, Kentucky 40601, Attention: Corporate Secretary, or hand delivered to the Farmers Capital Corporate Secretary at that address. For a notice of revocation or later proxy to be valid, it must actually be received by Farmers Capital prior to the vote of the Farmers Capital shareholders.

If your Farmers Capital shares are held by a broker in street name and you wish to change the instructions you have given your broker about how to vote your Farmers Capital shares, or you wish to attend the Farmers Capital special meeting and vote in person, you must follow the instructions provided by your broker.

Expenses of Solicitation of Proxies

Farmers Capital will bear the entire cost of soliciting proxies from Farmers Capital shareholders. In addition to solicitation by use of the mail, proxies may be solicited by directors, officers and employees of Farmers Capital in person or by telephone, telegram or other means of communication. These directors, officers and employees will not receive any additional compensation but may be reimbursed for out-of-pocket expenses they incur in connection with the solicitation. Arrangements will also be made with brokerage houses, custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of Farmers Capital common stock held of record by such persons. Farmers Capital may reimburse these custodians, nominees and fiduciaries for reasonable out-of-pocket expenses they incur.

DO NOT SEND YOUR STOCK CERTIFICATES WITH YOUR PROXY CARD.

Recommendation of Farmers Capital Board of Directors

The Farmers Capital board of directors believes that the merger is in the best interests of Farmers Capital and its shareholders, and unanimously recommends that the shareholders of Farmers Capital vote:

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For a discussion of the factors considered by the Farmers Capital board of directors in making its recommendation, see “Proposal No. 1 — Approval of the Merger Agreement — Farmers Capital’s Reasons for the Merger.”

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PROPOSAL NO. 1 — APPROVAL OF THE MERGER AGREEMENT

The following summarizes material provisions of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and which we incorporate by reference into this document. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement. Factual disclosures about Wesbanco and Farmers Capital contained in this proxy statement/prospectus or in the companies’ public reports filed with the SEC may supplement, update or modify the factual disclosures about the companies contained in the merger agreement.

This description of the merger agreement in this proxy statement/prospectus has been included to provide you with information regarding the merger agreement’s terms. The merger agreement contains representations, warranties, covenants and agreements made by Wesbanco and Farmers Capital as of specific dates that were made for purposes of that contract between the parties and are subject to qualifications and limitations, including by information in disclosure schedules that the parties exchanged in connection with the execution of the merger agreement. In addition, certain representations and warranties may be subject to contractual standards of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement. Shareholders are not third-party beneficiaries under the merger agreement.

General

Wesbanco’s and Farmers Capital’s boards of directors have approved the merger agreement. The merger agreement provides that Farmers Capital will merge with and into Wesbanco, with Wesbanco being the surviving corporation. Following the merger, United Bank & Capital Trust Company, a Kentucky state-chartered commercial bank and wholly-owned subsidiary of Farmers Capital, will merge with and into Wesbanco Bank, Inc., a West Virginia banking corporation which is Wesbanco’s main operating subsidiary (the “bank merger”). The Articles of Incorporation and Bylaws of Wesbanco and Wesbanco Bank immediately prior to the merger will constitute the Articles of Incorporation and Bylaws of Wesbanco and Wesbanco Bank following the merger.

What Farmers Capital Shareholders Will Receive in the Merger

If the merger is completed, for each share of Farmers Capital common stock that you own you will receive (1) 1.053 shares of Wesbanco common stock, subject to adjustment as described in the merger agreement, and (2) $5.00 in cash, without interest. Collectively, we refer to the 1.053 shares of Wesbanco common stock and $5.00 in cash, as the “merger consideration.” The merger agreement provides that the exchange ratio will be adjusted if Wesbanco changes the number of shares of Wesbanco common stock issued and outstanding prior to the effective time of the merger as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in Wesbanco’s capitalization.

Effects of the Merger

The merger will become effective as set forth in the articles of merger that will be filed with the West Virginia Secretary of State and the statement of merger that will be filed with the Kentucky Secretary of State. At that time, the separate existence of Farmers Capital will cease and Wesbanco will be the surviving corporation. The assets, liabilities and capital of Farmers Capital will be merged with those of Wesbanco and those assets, liabilities and capital will then constitute part of the assets, liabilities and capital of Wesbanco. Wesbanco will continue to operate under its articles of incorporation and bylaws effective as of immediately prior to the merger, and the officers and directors of Wesbanco will continue as the officers and directors of the surviving

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corporation, except that one current Farmers Capital director, Michael J. Crawford, will be appointed to the board of directors of Wesbanco effective as of the effective time of the merger. See “Proposal No. 1 — Approval of the Merger Agreement — Interests of Certain Persons in the Merger” beginning on page 57. The tenure of the directors and officers of Wesbanco immediately prior to the merger will be unaffected by the merger.

At the effective time of the merger, each share of Farmers Capital common stock issued and outstanding immediately prior to the time the merger becomes effective will be converted automatically into the right to receive the merger consideration. Shares of Farmers Capital common stock held by Farmers Capital in its treasury or beneficially owned by Wesbanco (other than in a fiduciary capacity by them for others) will not be exchanged for the merger consideration in the merger. Instead, these shares will be canceled and will cease to exist.

After the merger becomes effective, each certificate evidencing shares of Farmers Capital common stock will be deemed to evidence only the right to receive the merger consideration and, under certain circumstances, dividends on shares of Farmers Capital common stock with a record date prior to the completion of the merger and dividends on shares of Wesbanco common stock with a record date after the completion of the merger. The holder of an unexchanged certificate will not receive any dividend or other distribution payable by Wesbanco until the certificate has been exchanged.

Exchange and Payment Procedures

At least one business day prior to the effective time of the merger, Wesbanco will deposit with Computershare Investor Services, LLC, the Exchange Agent, (i) book entry shares representing the aggregate number of shares of Wesbanco common stock issuable pursuant to the merger agreement in exchange for all of the shares of Farmers Capital common stock outstanding immediately prior to the effective time of the merger, (ii) immediately available funds equal to the aggregate amount of cash, without interest, payable by Wesbanco pursuant to the merger agreement in exchange for all of the shares of Farmers Capital common stock outstanding immediately prior to the effective time of the merger and (iii) immediately available funds equal to the aggregate amount of cash, payable by Wesbanco pursuant to the merger agreement for fractional shares of Wesbanco common stock.

As soon as practicable after the effective time of the merger and in no event more than seven business days thereafter, Wesbanco will mail or will cause to be mailed to each holder of record of Farmers Capital common stock a letter of transmittal containing instructions for use in surrendering Farmers Capital stock certificates in exchange for the merger consideration, cash in lieu of fractional shares, if any, and any unpaid dividends or distributions that a holder of record of Farmers Capital common stock would be entitled to receive under the terms of the merger agreement. After the effective time of the merger, each holder of a Farmers Capital stock certificate who has surrendered that stock certificate or who has provided customary affidavits and indemnification regarding the loss or destruction of that stock certificate, together with duly executed transmittal materials, to the Exchange Agent, will be entitled to receive the merger consideration for each share of Farmers Capital common stock and, if applicable, any cash in lieu of fractional shares of Wesbanco common stock and any unpaid dividends or distributions. Wesbanco will have no obligation to deliver the merger consideration, any cash in lieu of fractional shares or any unpaid dividends or distributions to any Farmers Capital shareholder until the Farmers Capital shareholder surrenders his Farmers Capital stock certificates.

If a Farmers Capital stock certificate has been lost, stolen or destroyed, the Exchange Agent will issue the merger consideration properly payable under the merger agreement upon receipt of an affidavit of that fact by the shareholder. Wesbanco may require the shareholder to post a bond in a reasonable amount as an indemnity against any claim that may be made against Wesbanco with respect to the shareholder’s lost, stolen or destroyed Farmers Capital stock certificate.

Farmers Capital stock certificates may be exchanged for the merger consideration and cash in lieu of fractional shares of Wesbanco common stock through the Exchange Agent for up to 12 months after the

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completion of the merger. At the end of that period, the Exchange Agent will return any Wesbanco shares and cash to Wesbanco. Any holders of Farmers Capital common stock certificates who have not exchanged their certificates for the merger consideration before that date will then be entitled to look only to Wesbanco to seek payment of the merger consideration, any cash in lieu of fractional shares of Wesbanco common stock and any unpaid dividends or distributions payable to the holder, in each case without interest. Neither Farmers Capital nor Wesbanco will be liable to any former holder of Farmers Capital common stock for any merger consideration that is paid to a public official in accordance with any applicable abandoned property, escheat or similar laws.

Following the effective time of the merger, there will be no transfers on the stock transfer books of Farmers Capital other than to settle transfers of Farmers Capital common stock that occurred prior to the effective time of the merger.

Benefit Agreements

401(k) Plan. Pursuant to the terms of the merger agreement, Wesbanco has the option to require Farmers Capital to terminate its 401(k) Plan immediately prior to and conditioned upon the occurrence of the effective time of the merger, or to merge the Farmers Capital 401(k) Plan with and into the Wesbanco 401(k) Plan after the effective time of ther merger. Until the Farmers Capital 401(k) Plan is terminated or merged, Farmers Capital will continue to make contributions to the Farmers Capital 401(k) Plan in accordance with applicable accruals and in the ordinary course of business. If Wesbanco elects to terminate the Farmers Capital 401(k) Plan, then as soon as practicable following the effective time of the merger, at each employee’s option, either the account balances will be distributed to participants or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Wesbanco has agreed to permit Farmers Capital employees who become Wesbanco employees following completion of the merger to rollover their account balances to the Wesbanco Employee Stock Ownership and 401(k) Plan, which is a qualified non-contributory employee stock ownership plan with a deferred savings plan feature under Section 401(k) of the Code.

Severance, Benefits and Outplacement Services for Terminated Farmers Capital Employees. Employees of Farmers Capital (other than employees who are parties to employment, severance or change in control agreements) who are not offered the opportunity to continue as employees of Wesbanco or Wesbanco Bank after the merger, or who are terminated without cause within six months after the merger, will be entitled to receive from Wesbanco or Wesbanco Bank:

Benefits for Continuing Employees. From and after the effective time of the merger, the employees of Farmers Capital and its subsidiaries who remain with Wesbanco or any Wesbanco subsidiary (“continuing employees”) will be provided with employee benefits that are substantially similar to employee benefits provided to other comparable employees under Wesbanco’s benefit plans (excluding for this purpose any equity-based incentive plans). Additionally, each continuing employee will be credited with years of service with Farmers Capital and/or its subsidiaries for purposes of eligibility, vesting, entitlements to benefits and levels of benefits (but not for benefit accrual purposes under any defined benefit plan or agreement) in the employee benefit plans of Wesbanco, and will retain the paid time-off accrual earned under Farmers Capital’s paid time-off policy as of the effective time so that such continuing employee will receive under Wesbanco’s vacation policy a benefit no

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less than what such continuing employees had earned under Farmers Capital’s paid time-off policy as of the effective time of the merger; provided, however, that any future accrual of benefits will be in accordance with Wesbanco’s vacation policy, subject to carryover limitations applicable to such future accruals. In addition, continuing employees who become eligible to participate in Wesbanco’s compensation and benefit plans following the effective time of the merger (i) will receive full credit under such plans for any deductibles, co-payments and out-of-pocket expenses incurred by such employees and their respective dependents under the applicable Farmers Capital compensation and benefit plans during the portion of the applicable plan year prior to such participation, and (ii) will not be subject to any exclusion or penalty for pre-existing conditions that were covered under Farmers Capital compensation and benefit plans immediately prior to the effective time of the merger, or to any waiting period relating to such coverage.

Retention Bonus Pool. Wesbanco will provide a retention bonus pool for the purposes of retaining the services of employees of Farmers Capital and its subsidiaries who are key employees through the end of the month during which the conversion of the data processing system of Farmers Capital occurs. Farmers Capital’s Chief Executive Officer will determine, subject to approval by Wesbanco’s President and Chief Executive Officer, the Farmers Capital employees eligible to receive retention awards from the retention bonus pool and any criteria for payment, and will determine the final allocation of payments from the retention bonus pool.

Retention Restricted Stock Agreements. Wesbanco has entered into agreements with certain Farmers Capital key employees, including some executive officers, pursuant to which Wesbanco will grant, immediately after and subject to the occurrence of the effective time, restricted shares of Wesbanco common stock which will cliff-vest on the second anniversary of the merger date if such key employee remains employed by Wesbanco or Wesbanco Bank at that time. Grants under these retention restricted stock agreements will be made and become effective only upon the applicable key employees becoming employees of Wesbanco or Wesbanco Bank at or after the effective time. No grants under these retention restricted stock agreements will be made if the merger does not occur.

Other Benefit Arrangements. As of the effective time of the merger, Wesbanco will honor and assume the separation agreements, employment agreements, non-competition agreements, consulting agreements and change in control agreements in effect with the senior officers of Farmers Capital and United Bank & Capital Trust Company at the effective time of the merger, as such may be modified by agreements with Wesbanco. See “Interests of Certain Persons in the Merger,” below.

Background of the Merger

The Farmers Capital board of directors periodically reviews with management Farmers Capital’s business strategies, opportunities and challenges as part of its consideration and evaluation of long-term prospects, all with the goal of enhancing value for stockholders. On several occasions, Farmers Capital invited representatives of investments banks, including KBW, to participate in such meetings and to provide additional perspective and market information regarding potential acquisition targets and acquirers.

During the five years preceding March 2015, Farmers Capital undertook actions to substantially reduce non-performing loans and otherwise improve its balance sheet and to resolve regulatory enforcement action that had been taken against Farmers Capital and certain of its bank subsidiaries. Farmers Capital had also begun the process of consolidating its bank subsidiaries into one legal entity, to significantly improve its efficiency and risk management practices and procedures, among other things. By March 2015, Farmers Capital’s board of directors believed that such corrective actions had created substantial stockholder value and that growth would now be required in order to continue adding substantial stockholder value. At that time Farmers Capital engaged KBW to act as its financial advisor. In accordance with Farmers Capital’s directives, KBW contacted several potential acquirers for Farmers Capital. Farmers Capital received several indications of interest from potential acquirers and had extensive discussions with two potential acquirers. However, Farmers Capital was unable to complete a business combination transaction in 2015, in part, because potential acquirers expressed concern about the

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regulatory climate and its potential impact on certain of Farmers Capital’s retail operations. As a result of this process, the Farmers Capital board of directors obtained additional insight into the value of Farmers Capital and the level of interest of potential acquirers.

Farmers Capital met with KBW periodically throughout 2015 and 2016 to review its options with respect to strategic initiatives. During this same period, Farmers Capital’s condition and performance continued to improve. On January 30, 2017, Farmers Capital received an unsolicited indication of interest from one of the institutions that had submitted an indication of interest to it in 2015. Farmers Capital’s board of directors evaluated the indication of interest in consultation with KBW and Squire Patton Boggs (US) LLP (“Squire”), which was engaged by Farmers Capital as outside legal counsel. Once again, the potential transaction did not proceed, this time due to disagreements over purchase price. Following the termination of discussions regarding this potential transaction in May 2017, Farmers Capital began to explore other strategic initiatives with KBW’s assistance, including potential acquisitions by Farmers Capital of other depository institutions and the potential financial implications of such potential acquisitions.

On August 22, 2017, Mr. Hillard met with Jim Rickard, the President for Kentucky and Southern Indiana for Wesbanco and the former President and CEO of Your Community Bankshares, Inc., which was acquired by Wesbanco in September 2016. As members of the Kentucky banking community, Mr. Hillard and Mr. Rickard had a history of meeting, at least annually, to discuss their respective institutions, the industry, market conditions generally and potential strategic alternatives in their respective markets. During this meeting, Mr. Rickard explained that he was pleased that Your Community Bancshares, Inc. had merged with Wesbanco, and he asked Mr. Hillard whether Farmers Capital would be interested in discussing strategic opportunities with Wesbanco. Mr. Hillard replied that, at that time, Farmers Capital was considering growth via acquisition rather than sale, but that he would always act in the best interests of Farmers Capital’s stockholders.

After such meeting, Mr. Rickard called Mr. Hillard to invite him to dinner with Todd Clossin, President & CEO of Wesbanco. Mr. Hillard, Mr. Rickard and Mr. Clossin met for dinner on October 11, 2017 and, at that dinner, Mr. Clossin inquired about Farmers Capital’s interest in a potential merger with Wesbanco. Mr. Hillard again indicated that, at that time, Farmers Capital was considering growth via acquisition rather than sale, but that he would always act in the best interests of Farmers Capital’s stockholders. In the wake of that dinner meeting, Mr. Hillard continued to confer with KBW regarding various potential strategic alternatives including potential acquisitions as well as a potential sale to Wesbanco.

On October 18, 2017, KBW updated Mr. Hillard on the current market environment and provided him with additional perspective regarding potential combinations with each of: (i) Wesbanco; and (ii) another institution, referred to as Company A, which the board of Farmers Capital previously identified as a potential acquisition target. The potential acquisition by Farmers Capital of Company A was discussed at the October 23, 2017 meeting of the Farmers Capital board of directors.

By November 21, 2017, Wesbanco began discussing internally the valuation at which it might make an offer to Farmers Capital. On November 27, 2017, Wesbanco engaged Raymond James as its financial advisor for the potential transaction. On November 29, 2017, Wesbanco submitted a non-binding indication of interest to Farmers Capital pursuant to which Wesbanco proposed exchanging all of the outstanding common stock of Farmers Capital for freely tradeable Wesbanco common stock at a valuation between $48.00 and $52.00 per Farmers Capital share, with the actual shares exchanged to be based on a fixed exchange ratio. The proposal represented an aggregate purchase price between $361 million and $391 million or 183% to 198% of Farmers Capital’s September 30, 2017 tangible book value and a 23.0x to 24.9x Farmers Capital’s last twelve-month earnings per share.

On December 4, 2017, the Farmers Capital board of directors met and reviewed with management the potential acquisition by Farmers Capital of Company A. Mr. Hillard also informally advised the board of directors on December 4, 2017 of the Wesbanco indication of interest and the terms thereof. The board of

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directors authorized Farmers Capital to pursue the potential acquisition of Company A. On December 21, 2017, Company A informed Farmers Capital that it was unwilling to sell.

Meanwhile, the Wesbanco board of directors was informed as to a potential transaction with Farmers Capital on December 21, 2017. The board was provided with a detailed analysis of the transaction prepared by Raymond James and authorized continued discussions with Farmers Capital.

On January 10, 2018, Mr. Hillard and Mr. Clossin met to discuss Wesbanco’s initial indication of interest. In response to those discussions, Mr. Clossin indicated that Wesbanco would be willing to increase the price floor included in its November 29, 2017 indication of interest. Mr. Clossin also noted that Wesbanco had already performed limited due diligence on Farmers Capital based on publicly available information and that Wesbanco was comfortable with the information it had reviewed to date.

On January 12, 2018, Farmers Capital received another non-binding indication of interest from Wesbanco proposing a merger. The indication of interest proposed that Wesbanco exchange all of the outstanding common stock of Farmers Capital for freely tradeable Wesbanco common stock at a valuation between $50.00 and $52.00, with the actual shares exchanged to be based on a fixed exchange ratio. The proposal represented an aggregate purchase price between $376 million and $391 million or 190% to 198% of Farmers Capital’s September 30, 2017 tangible book value and a 24.0x to 24.9x Farmers Capital’s last twelve-month earnings per share. This indication of interest was presented to the board of directors of Farmers Capital on January 22, 2018. The board of directors of Farmers Capital engaged in an active discussion regarding the indication of interest, including pricing, interest of Wesbanco in the Kentucky market, its prior acquisitions in the Kentucky market and track record with respect to acquisitions generally, Wesbanco’s knowledge of Farmers Capital’s business and the liquidity and quality of Wesbanco’s stock. The board of directors of Farmers Capital also discussed Company A and were informed that Company A was unwilling to sell. Following such discussions, the board of directors of Farmers Capital authorized Mr. Hillard, with the assistance of KBW and Squire, to attempt to negotiate the indication of interest with Wesbanco.

After negotiations between Mr. Hillard and Squire on behalf of Farmers Capital, and Mr. Clossin and Jim Gardill, Chairman of the Board of Wesbanco, on behalf of Wesbanco, Wesbanco presented a revised indication of interest on January 29, 2018, which indication of interest contained additional detail regarding the terms of a definitive merger agreement, but the same pricing terms as the prior indication of interest. This revised indication of interest was presented to the board of directors of Farmers Capital on February 12, 2018, at a meeting where representatives of KBW and Squire were also present. The board of directors of Farmers Capital engaged in robust discussion regarding the proposal with management, KBW and Squire. Following such discussions, the board of directors of Farmers Capital authorized and directed its management to cause Farmers Capital to enter into a nondisclosure agreement and the revised non-binding indication of interest with Wesbanco. Farmers Capital and Wesbanco executed such nondisclosure agreement on February 13, 2018 and the indication of interest on February 14, 2018.

Following the execution of the nondisclosure agreement and the indication of interest, Farmers Capital began performing extensive diligence on Wesbanco and Wesbanco performed due diligence on Farmers Capital. Both Wesbanco and Farmers Capital populated virtual data rooms, which were accessed by Farmers Capital and Wesbanco, respectively, and their respective advisors, throughout the period from February 14, 2018 to April 19, 2018. In addition to documentary due diligence, Wesbanco and Farmers Capital participated in several due diligence telephone calls and a meeting in Frankfort, KY on Saturday, March 3, 2018. During the week of March 5, 2018, Wesbanco performed onsite credit due diligence on Farmers Capital in Versailles, KY. Wesbanco and Farmers Capital also had offsite management meetings on March 22, 2018.

On March 12, 2018, the board of directors of Farmers Capital held a meeting, which representatives of KBW and Squire, as well as representatives of Wesbanco, including its Chairman of the Board and CEO, attended. KBW discussed public information regarding Wesbanco and financial aspects of a potential transaction

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between Farmers Capital and Wesbanco with the board of directors of Farmers Capital, including the historic performance and liquidity of Wesbanco’s stock and Wesbanco’s dividend practices. Squire then made a presentation to the Farmers Capital board of directors explaining, again, their fiduciary duties under Kentucky law. Thereafter, Mr. Gardill and Mr. Clossin from Wesbanco were admitted to the meeting and presented Wesbanco and its business to the board of directors of Farmers Capital. The directors of Farmers Capital and Mr. Gardill and Mr. Clossin engaged in a lengthy question and answer session regarding Wesbanco and the proposed transaction. All members of the board of directors of Farmers Capital had the opportunity to ask questions regarding Wesbanco and the proposed transaction and other relevant information.

On March 28, 2018, Wesbanco sent Farmers Capital a draft Merger Agreement, which included 100% stock consideration at an exchange ratio of 1.151 shares of WesBanco for each share of Farmers Capital. From March 28, 2018 through April 19, 2018, Wesbanco and Farmers Capital continued to negotiate the terms of the Merger Agreement and the ancillary documents appearing as exhibits thereto. On April 8, 2018, representatives of Raymond James and KBW discussed adding a 10% cash component to the purchase price, and Wesbanco and Farmers Capital agreed to set the merger consideration at 1.053 shares of Wesbanco plus $5.00 per share in cash for each share of Farmers Capital. On April 11, 2018, Mr. Hillard met Mr. Clossin to discuss: (i) pro forma organizational structure, (ii) restricted stock retention agreements and (iii) roles and responsibilities for key personnel.

On April 12, 2018, the board of directors of Farmers Capital held a meeting, which representatives of KBW and Squire also attended via telephone. The board of directors of Farmers Capital was provided with a draft of the Merger Agreement in advance of the meeting, as well as a summary of the Merger Agreement and a copy of the due diligence memorandum and related exhibits prepared by Squire and Farmers Capital’s management. Squire reminded members of the board of directors of their fiduciary duties, discussed its due diligence findings and explained the Merger Agreement and its terms. KBW then provided the board of directors of Farmers Capital with a process update and discussed financial aspects of the proposed transaction. Members of Farmers Capital’s board of directors discussed the proposed transaction at length and asked numerous questions of each of management, KBW and Squire.

On April 18, 2018, the board of directors of Farmers Capital held another board meeting, which KBW and Squire Patton Boggs also attended. The board of directors of Farmers Capital was provided with a draft of the final Merger Agreement in advance of the meeting, as well as an updated summary of the Merger Agreement. Squire reminded members of the board of directors of their fiduciary duties and provided an update on, and explanation of, the changes to the terms of the Merger Agreement since the April 12, 2018 meeting. Squire also summarized the few remaining open items in the Merger Agreement, which included immaterial items such as finalizing certain employment-related arrangements, including the termination or replacement of certain existing employment agreements and non-competition and non-solicitation provisions, and the completion of a schedule of loans to be considered for sale. Also at this meeting, KBW reviewed with the Board the financial aspects of the proposed merger, including a review on a preliminary basis of the financial analyses performed in connection with the fairness opinion to be delivered by KBW with respect to the merger consideration to be received by the holders of Farmers Capital common stock in the proposed merger. The board of directors of Farmers Capital engaged in robust discussion of the potential transaction and asked numerous questions of each of management, KBW and Squire.

On April 19, 2018, the board of directors of Wesbanco met at a regularly scheduled meeting and addressed, among other matters, the status of the negotiations with Farmers Capital. Representatives of Raymond James and the law firms of Phillips, Gardill, Kaiser & Altmeyer, PLLC and K&L Gates LLP also participated in the meeting. K&L Gates LLP summarized the terms and conditions of the Merger Agreement and Phillips, Gardill, Kaiser & Altmeyer, PLLC provided a summary of its due diligence process as well as an update on proposed employment related agreements, restricted stock and retention agreements. Management of Wesbanco also presented a comprehensive review of its due diligence process and the results thereof. Raymond James conducted a fairness opinion presentation, rendered an oral fairness opinion and subsequently delivered a written fairness

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opinion, dated April 19, 2018, to the Wesbanco board of directors. Based upon the review and discussion, the board of directors of Wesbanco unanimously approved the Merger.

On April 19, 2018, the board of directors of Farmers Capital held a telephonic meeting, in which representatives of KBW and Squire also participated. Squire described the resolution of all open items in the Merger Agreement. KBW again reviewed the financial aspects of the proposed merger and rendered to the Farmers Capital board of directors an opinion to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the merger consideration was fair, from a financial point of view, to the holders of Farmers Capital common stock. Based upon review and discussion of the Merger Agreement, the board of directors of Farmers Capital unanimously approved the Merger Agreement.

The appropriate officers of Wesbanco, Wesbanco Bank, Farmers Capital and United Bank entered into the Merger Agreement after the closing of the financial markets on April 19, 2018. Wesbanco and Farmers Capital issued a joint press release on April 19, 2018 announcing the execution of the Merger Agreement.

Farmers Capital’s Reasons for the Merger and Recommendation of the Board of Directors of Farmers Capital

After careful consideration, the Farmers Capital board of directors, at a meeting held on April 19, 2018, determined that the merger is in the best interests of Farmers Capital and its shareholders and approved and declared advisable the merger agreement and the business combination and related transactions contemplated thereby, including the merger, and recommended that Farmers Capital’s shareholders vote “FOR” the approval of the merger agreement. In reaching its decision to approve and recommend the approval of the merger agreement, the Farmers Capital board of directors evaluated the merger agreement and the transactions contemplated therein, including the merger, in consultation with Farmers Capital’s management, as well as Farmers Capital’s financial and legal advisors, and considered a number of factors, including, without limitation, the following material factors:

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The Farmers Capital board also considered a number of potential conflicts, risks and uncertainties associated with the merger in connection with its deliberation, including, without limitation, the following:

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The discussion of the information and factors considered by Farmers Capital’s board of directors is not exhaustive, but includes the material factors considered by Farmers Capital’s board of directors. In view of the wide variety of factors considered by Farmers Capital’s board of directors in connection with its evaluation of the merger and the complexity of these matters, the Farmers Capital board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Farmers Capital’s board of directors evaluated the factors described above and reached consensus that the merger was in the best interests of Farmers Capital and its shareholders. In considering the factors described above, individual members of Farmers Capital’s board of directors may have given different weights to different factors. Farmers Capital’s board of directors considered these factors as a whole, and overall considered them to be favorable to, and to support its determination.

The board of directors of Farmers Capital collectively made its determination with respect to the merger based on the conclusions reached by its members, in light of the factors that each of them considered appropriate, that the merger is in the best interests of Farmers Capital and its shareholders. Accordingly, the board of directors of Farmers Capital recommends that Farmers Capital shareholders vote “FOR” the approval of the merger agreement, as it may be amended from time to time.

Opinion of Farmers Capital’s Financial Advisor

Farmers Capital engaged Keefe, Bruyette & Woods, Inc. (“KBW”) to render financial advisory and investment banking services to Farmers Capital, including an opinion to the Farmers Capital board of directors as to the fairness, from a financial point of view, to the holders of Farmers Capital common stock of the merger consideration to be received by such shareholders in the proposed merger of Farmers Capital with and into WesBanco. Farmers Capital selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Farmers Capital board held on April 19, 2018, at which the Farmers Capital board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Farmers Capital board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Farmers Capital common stock. The Farmers Capital board approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Farmers Capital board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view,

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of the merger consideration in the merger to the holders of Farmers Capital common stock. It did not address the underlying business decision of Farmers Capital to engage in the merger or enter into the merger agreement or constitute a recommendation to the Farmers Capital board in connection with the merger, and it does not constitute a recommendation to any holder of Farmers Capital common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’ or affiliates’ agreement with respect to the merger or exercise any dissenters’ rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Farmers Capital and WesBanco and bearing upon the merger, including, among other things:

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held with the respective managements of Farmers Capital and WesBanco regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to, and did not, assist Farmers Capital with soliciting indications of interest from third parties regarding a potential transaction with Farmers Capital.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of Farmers Capital as to the reasonableness and achievability of the publicly available consensus “street estimates” of Farmers Capital (as adjusted by Farmers Capital management in the case of 2018 earnings per share) and the assumed Farmers Capital long-term growth rates referred to above (and the assumptions and bases therefor), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the Farmers Capital “street estimates” referred to above that such estimates (as adjusted) were consistent with, the best currently available estimates and judgments of such management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated. KBW further relied, with the consent of Farmers Capital, upon WesBanco management as to the reasonableness and achievability of the financial and operating forecasts and projections of WesBanco and the estimates regarding certain pro forma financial effects of the merger on WesBanco, all as referred to above (and the assumptions and bases for all such information, including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), and KBW assumed that all such information was reasonably prepared and represented the best currently available estimates and judgments of WesBanco management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated by such management.

It is understood that the portion of the foregoing financial information of Farmers Capital and WesBanco that was provided to KBW was not prepared with the expectation of public disclosure, that all of the foregoing financial information, including the publicly available consensus “street estimates” of Farmers Capital referred to

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above, was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions, and that, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Farmers Capital and WesBanco and with the consent of the Farmers Capital board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Farmers Capital or WesBanco since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Farmers Capital’s consent, that the aggregate allowances for loan and lease losses for Farmers Capital and WesBanco are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Farmers Capital or WesBanco, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Farmers Capital or WesBanco under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all

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other applicable federal and state statutes, rules and regulations. KBW assumed that Farmers Capital relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Farmers Capital, WesBanco, the merger and any related transaction (including the subsidiary bank merger), and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of Farmers Capital common stock of the merger consideration to be received by such holders in the merger. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the subsidiary bank merger), including without limitation, the form or structure of the merger (including the form of the merger consideration or the allocation thereof between cash and stock) or any such related transaction, any consequences of the merger or any such related transaction to Farmers Capital, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, escrow or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW,

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Farmers Capital and WesBanco. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Farmers Capital board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Farmers Capital board with respect to the fairness of the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between Farmers Capital and WesBanco and the decision of Farmers Capital to enter into the merger agreement was solely that of the Farmers Capital board.

The following is a summary of the material financial analyses presented by KBW to the Farmers Capital board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Farmers Capital board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below includes information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied value of the merger consideration of $50.31 per share of Farmers Capital common stock, consisting of the sum of (i) the implied value of the stock consideration of 1.053 shares of WesBanco common stock based on the closing price of WesBanco common stock on April 18, 2018, and (ii) the cash consideration of $5.00. In addition to the financial analyses described below, KBW reviewed with the Farmers Capital board of directors for informational purposes, among other things, an implied transaction multiple for the proposed merger (based on the implied value of the merger consideration of $50.31 per share of Farmers Capital common stock) of 17.0x the 2019 earnings per share (“EPS”) consensus “street estimate” for Farmers Capital.

Farmers Capital Selected Companies Analysis. Using publicly available information, KBW compared the financial performance, financial condition and market performance of Farmers Capital to 18 selected major exchange-traded banks and thrifts which were headquartered in Kentucky, Indiana or Ohio and which had total assets between $1.0 billion and $5.0 billion. Targets of publicly announced merger transactions and mutual holding companies were excluded from the selected companies.

The selected companies were as follows: