WBHC Wilson Bank Holding Company (PK)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2024

 

 

WILSON BANK HOLDING COMPANY

(Exact name of Registrant as Specified in Its Charter)

 

 

Tennessee			0-20402	62-1497076
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
623 West Main Street
Lebanon, Tennessee				37087
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 615 444-2265

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 7.01 Regulation FD Disclosure.

On November 12, 2024, Wilson Bank & Trust, a wholly owned subsidiary of Wilson Bank Holding Company, a Tennessee corporation (the “Company”) entered in a purchase and assumption agreement pursuant to which it has agreed to acquire certain assets, including certain loans, and assume certain liabilities, including certain deposits, of a branch office in Cookeville, Tennessee that is currently operated by another bank. Total assets to be acquired are estimated to be approximately $17 million as of the date hereof, while total deposits and other liabilities to be assumed are estimated to be approximately $35 million as of the date hereof. Consummation of the transaction is subject to the satisfaction of certain customary closing conditions, including approval of the acquisition by the Federal Deposit Insurance Corporation and the Tennessee Department of Financial Institutions. The Company expects the transaction to close in the first half of 2025.

On November 13, 2024, the Company issued a press release disclosing the proposed branch acquisition, a copy of which is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press release dated November 13, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WILSON BANK HOLDING COMPANY
Date:	November 13, 2024	By:	/s/ John C. McDearman III
			John C. McDearman III President/Chief Executive Officer

 

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FOR IMMEDIATE RELEASE
 

Wilson Bank & Trust to Acquire additional OFFICE in Cookeville FROM F&m bank

LEBANON, Tenn. (November 13, 2024) – Wilson Bank & Trust (“WBT”) announced today that it has entered into a purchase and assumption agreement to acquire an office from F&M Bank located at 900 North Washington Avenue in Cookeville, Tenn. Under the terms of the agreement, WBT will acquire the physical location and related fixed assets, substantially all of the customer deposit accounts affiliated with the office, currently estimated at approximately $35 million, and most of the loan accounts associated with the office.

 

Upon completion of the proposed transaction, WBT will operate 31 offices across 10 Tennessee counties, including two offices in Cookeville, and will hold more than $4.5 billion in deposits. This acquisition will also enable WBT to strengthen community ties and enhance its service capabilities in Cookeville and Putnam County.

 

John McDearman, CEO of WBT, commented, “We are excited about this opportunity to expand our footprint in Cookeville and provide even greater accessibility to our customers across Putnam County. This transaction allows us to deepen our commitment to a dynamic, growing market, complementing our existing office on Jefferson Avenue. We look forward to welcoming new customers and employees to the WBT family and to delivering our personalized approach to banking. With this new location, we are well-positioned to meet the needs of Cookeville’s community.”

 

"As part of F&M Bank’s strategic plan to sharpen our focus on core markets and strengthen our position, we have made the decision to sell our Cookeville branch. This transaction is a significant step in aligning our resources and investments where they can best support our long-term growth and serve our customers more effectively. We remain committed to delivering exceptional service and value to the communities that form the heart of our institution," said C. DeWayne Olive, CEO of F&M Bank.

 

The proposed transaction, which is subject to customary closing conditions, including approval by applicable regulatory authorities, is currently anticipated to close in the first half of 2025.

 

Olsen Palmer LLC served as WBT’s financial advisor for the transaction, while Bass, Berry & Sims PLC provided legal counsel. Piper Sandler & Co. served as F&M Financial Corporation’s exclusive financial advisor for the transaction, while Nelson Mullins Riley & Scarborough LLP provided legal counsel.

 

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About Wilson Bank & Trust

Founded in 1987, Wilson Bank & Trust (WBT) is a full-service, independent community bank headquartered in Lebanon, Tenn, and a subsidiary of Wilson Bank Holding Company. With $5 billion in assets and more than 600 employees across 30 offices, WBT remains dedicated to providing customized, local banking solutions for businesses and individuals. WBT offers a complete range of commercial and consumer banking products and services, including treasury management, electronic banking, and investments while staying true to its commitment to community and equal access to credit. Learn more at www.wilsonbank.com.

About F&M Bank

F&M Bank, chartered in 1906 and headquartered in Clarksville, Tennessee, is a proud subsidiary of F&M Financial Corporation. The bank operates 19 full-service branches serving the communities of Middle Tennessee and South Central Kentucky, providing a comprehensive range of financial solutions. With assets totaling $1.7 billion, F&M Bank demonstrates its longstanding financial strength and commitment to growth. As a privately owned institution, it remains focused on delivering personalized, community-oriented banking services. For more information, please visit www.myfmbank.com.

Forward-Looking Statements

This release contains certain forward-looking statements within the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") regarding, among other things, the anticipated acquisition by Wilson Bank & Trust of a branch office located in Cookeville, Tennessee operated by F&M Bank. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Wilson Bank Holding Company undertakes no obligation to publicly release any modifications or revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Wilson Bank Holding Company cautions investors that such forward-looking statements involve known and unknown risks and uncertainties, and these risks and uncertainties may cause the actual results or performance of Wilson Bank Holding Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. These risk include the ability of WBT to secure any regulatory approvals required to consummate the proposed acquisition of the Cookeville, Tennessee branch being acquired by WBT; the ability of WBT to retain key employees of the branch being acquired; WBT’s ability to successfully integrate the acquired branch that it has agreed to acquire; and the performance of the loan portfolio to be acquired by WBT in the branch acquisition.

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Contact Information:

Wilson Bank & Trust

John McDearman

Chief Executive Officer

(615) 443-6675

jmcdearman@wilsonbank.com

F&M Bank

DeWayne Olive

Chief Executive Officer

(931) 553-4660

dewayne.olive@myfmbank.com

 

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v3.24.3

Document And Entity Information	Nov. 12, 2024
Document Information [Line Items]
Entity Registrant Name	WILSON BANK HOLDING COMPANY
Document Type	8-K
Document Period End Date	Nov. 12, 2024
Entity Incorporation, State or Country Code	TN
Entity File Number	0-20402
Entity Tax Identification Number	62-1497076
Entity Address, Address Line One	623 West Main Street
Entity Address, City or Town	Lebanon
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37087
City Area Code	615
Local Phone Number	444-2265
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000885275

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