PEOPLES BANCORP INC. AND CITIZENS NATIONAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT

Peoples Bancorp (NASDAQ: PEBO) will acquire Citizens National Corporation (OTCPK: CZNL) in a cash-and-stock deal valued at approximately $76.6 million announced April 21, 2026.

Rhea-AI Summary

Peoples Bancorp (NASDAQ: PEBO) will acquire Citizens National Corporation (OTCPK: CZNL) in a cash-and-stock deal valued at approximately $76.6 million announced April 21, 2026. Citizens shareholders will receive 2.10 shares of Peoples plus $8.00 cash per share. The transaction is expected to close in second half of 2026, subject to regulatory and shareholder approvals, and is projected to be immediately accretive with a tangible book earnback of less than one year and an internal rate of return in excess of 20%.

Positive

• Deal value ~$76.6 million
• Assets acquired $686 million added
• Share consideration 2.10 Peoples shares plus $8.00 cash per Citizens share
• Accretion Immediate estimated earnings accretion; earnback <1 year
• Return Estimated IRR in excess of 20%

Negative

• Closing conditions Requires regulatory approvals and Citizens shareholder vote
• Geographic concentration Acquisition adds 12 branches primarily in Eastern Kentucky
• Integration risk Execution and retention of customer relationships required for projected benefits

Argus Apr 21 session

-1.32% close to close Open Argus

Details

News Market Reaction – PEBO

On Apr 21, the day this news came out, PEBO closed 1.32% below the previous close.

Data tracked by StockTitan Argus for the Apr 21 session.

Market Context

This announcement details a cash-and-stock acquisition of Citizens valued at about $76.6 million, ad...

Analysis

This announcement details a cash-and-stock acquisition of Citizens valued at about $76.6 million, adding $686 million in assets, $342 million in loans, and $586 million in deposits. Peoples expects the deal to be immediately earnings-accretive, with tangible book value earnback in under one year and an internal rate of return above 20%. Investors may track regulatory and shareholder approvals, closing timing in the second half of 2026, and subsequent integration progress versus these targets.

Key Figures

Transaction value: $76.6 million Citizens total assets: $686 million Citizens gross loans: $342 million +5 more

Transaction value

$76.6 million

Valuation of cash and stock acquisition of Citizens

Citizens total assets

$686 million

Citizens consolidated assets as of March 31, 2026

Citizens gross loans

$342 million

Citizens gross loans as of March 31, 2026

Citizens deposits

$586 million

Citizens total deposits as of March 31, 2026

Merger consideration mix

2.10 PEBO shares + $8.00 cash

Per share consideration for each Citizens common share

Deal price per share

$78.39 per share

Implied value based on $33.52 20-day VWAP for PEBO

Expected IRR

In excess of 20%

Internal rate of return projected for acquisition

Tangible book earnback

Less than one year

Projected tangible book value earnback period

Historical Context

5 past events · Latest: Mar 31

5 events

1. Mar 31

   Earnings date notice

   24h Move

   +1.3%

   Announcement of Q1 2026 earnings release and conference call schedule.

2. Jan 20

   Dividend declaration

   24h Move

   +1.1%

   Quarterly dividend of $0.41 per share representing 46.1% payout.

3. Jan 20

   Earnings results

   24h Move

   +1.1%

   Q4 2025 net income and EPS growth with strong net interest income.

4. Jan 16

   Management change

   24h Move

   +1.1%

   Retirement of Douglas Wyatt and appointment of new commercial banking head.

5. Dec 29

   Earnings date notice

   24h Move

   -0.6%

   Announcement of Q4 2025 earnings release and conference call timing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

merger agreement, internal rate of return, tangible book value, form s-4, +4 more

8 terms

merger agreement regulatory

"announced today the signing of a definitive agreement and plan of merger (the "Merger Agreement")"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

internal rate of return financial

"an internal rate of return in excess of 20%"

A percentage that represents the annualized yield an investment would earn, taking into account the timing and amount of all cash inflows and outflows; mathematically it is the rate that makes the discounted sum of future cash flows equal the initial cost. Investors use it to compare different projects or deals the way they compare interest rates — a higher internal rate of return suggests a stronger potential payoff, but it does not by itself show risk, scale, or timing nuances.

tangible book value financial

"with a tangible book value earnback of less than one year"

Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.

View in glossary

form s-4 regulatory

"Peoples will file a registration statement on Form S-4 and other documents"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

registration statement regulatory

"Peoples will file a registration statement on Form S-4 and other documents"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

proxy statement/prospectus regulatory

"The registration statement will include a proxy statement of Citizens that also constitutes a prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

tax-free reorganization regulatory

"The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes"

A tax-free reorganization is a corporate restructuring—such as a merger, acquisition, or stock-for-stock exchange—structured so that shareholders do not have to pay immediate income tax on gains from the transaction. Think of it like swapping houses under a rule that lets you avoid a tax bill until you later sell; it matters to investors because it affects the timing of taxes, the adjusted cost basis of their holdings, and the net economic benefit they actually receive from the deal.

forward-looking statements regulatory

"Statements made in this news release that are not historical facts are "forward-looking statements""

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MARIETTA, Ohio and PAINTSVILLE, Ky., April 21, 2026 /PRNewswire/ -- Peoples Bancorp Inc. ("Peoples") (NASDAQ: PEBO) and Citizens National Corporation ("Citizens") (OTCPK: CZNL), jointly announced today the signing of a definitive agreement and plan of merger (the "Merger Agreement") pursuant to which Peoples will acquire Citizens, a bank holding company headquartered in Paintsville, Kentucky, and the parent company of Citizens Bank of Kentucky, Inc. ("Citizens Bank"), in a cash and stock transaction. Under the terms of the Merger Agreement, Citizens will merge with and into Peoples (the "Merger"), and Citizens Bank will subsequently merge with and into Peoples' wholly owned subsidiary, Peoples Bank, in a transaction valued at approximately $76.6 million.

Citizens, through its community bank subsidiary and 132 employees, operates 12 branches located primarily in Eastern Kentucky. As of March 31, 2026, Citizens had, on a consolidated basis, $686 million in total assets, which included $342 million in gross loans, and $586 million in total deposits.

"We are pleased to expand our footprint in Kentucky through the acquisition of an exceptional franchise in Citizens Bank of Kentucky. Their locations are within areas that mean a lot to us," said Tyler Wilcox, President and Chief Executive Officer of Peoples. "Citizens' low-cost deposits and high level of balance sheet liquidity allow us to not only strengthen the Peoples' deposit base but to also maintain the flexibility to remain under $10 billion in assets. We look forward to growing in Eastern Kentucky, working alongside Citizens' employees, customers, and communities. Soon we will be able to offer more locations, products, and services to both Citizens and Peoples customers, making a greater impact in our Eastern Kentucky communities."

Leisha Maynard, President and Chief Executive Officer of Citizens, added "We are looking forward to joining an outstanding organization that will continue our strong culture and believe this partnership will deliver meaningful value to our shareholders as well as to our customers and the communities we serve. Peoples has built a strong reputation in community banking and their experience in successful acquisition integrations will help deliver their relationship and community-driven culture to all of the Citizens stakeholders."

According to the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, shareholders of Citizens will receive 2.10 shares of Peoples common stock plus $8.00 in cash for each share of Citizens' common stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes and to provide a tax-free exchange for Citizens stockholders for the stock consideration received. Based on Peoples' 20-day volume-weighted average price per share of $33.52 on April 20, 2026, the aggregate deal value is approximately $76.6 million, or $78.39 per share. The transaction is expected to be immediately accretive to Peoples' estimated earnings, with a tangible book value earnback of less than one year and an internal rate of return in excess of 20%.

The acquisition is expected to close during the second half of 2026, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Citizens. 

Peoples was advised by Raymond James & Associates, Inc. and the law firm of Vorys, Sater, Seymour and Pease LLP. Citizens was advised by Forvis Mazars Capital Advisors, LLC and the law firm of FBT Gibbons LLP. Hovde Group, LLC issued a fairness opinion to Citizens.

Important Information for Investors and Shareholders:
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples. Peoples will file a registration statement on Form S-4 and other documents regarding the proposed transaction referenced in this news release with the Securities and Exchange Commission ("SEC") to register the shares of Peoples common stock to be issued to the shareholders of Citizens. The registration statement will include a proxy statement of Citizens that also constitutes a prospectus of Peoples, which, when finalized, will be sent to the shareholders of Citizens seeking their approval of the merger-related proposals. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they will contain important information about Peoples, Citizens and the proposed transaction. Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, without charge, by directing a request to Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attn.: Investor Relations.

Peoples and Citizens and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Citizens in connection with the proposed merger. Information about the directors and executive officers of Peoples is set forth in the proxy statement for Peoples' 2026 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 6, 2026. Information about the directors and executive officers of Citizens and their ownership of Citizens common stock, as well as additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by securities holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents regarding the proposed transaction to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.

About Peoples Bancorp Inc.:
Peoples Bancorp Inc. is a diversified financial services holding company and makes available a complete line of banking, trust and investment, insurance and specialty financing solutions through its subsidiaries. Headquartered in Marietta, Ohio, since 1902, Peoples has established a heritage of financial stability, growth and community impact. Peoples had $9.6 billion in total assets as of March 31, 2026, and 144 locations, including 127 full-service bank branches in Ohio, West Virginia, Kentucky, Virginia, Washington D.C., and Maryland. Peoples' vision is to be the Best Community Bank in America.

Peoples is a member of the Russell 3000 index of United States publicly-traded companies. Peoples offers services through Peoples Bank (which includes the divisions of Peoples Investment Services, Peoples Premium Finance and North Star Leasing), Peoples Insurance Agency, LLC, and Vantage Financial, LLC.

About Citizens National Corporation:
Citizens National Corporation, headquartered in Paintsville, Kentucky, is the bank holding company for Citizens Bank of Kentucky, Inc, serving consumers and businesses in Eastern Kentucky. As of March 31, 2026, Citizens had $686 million in total assets. Citizens operates 12 Kentucky branches in Johnson County, Floyd County, Boyd County, Carter County, Clark County, Lawrence County, Pike County, and Magoffin County. Citizens Bank offers consumer and commercial banking products and services, including deposit accounts, residential and commercial lending, treasury management, digital banking, and wealth management services.

Safe Harbor Statement:
Statements made in this news release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties including, but not limited to, the successful completion and integration of the transaction contemplated in this release, which includes the retention of the acquired customer relationships, adverse changes in economic conditions, the impact of competitive products and pricing and the other risks set forth in Peoples' filings with the SEC. As a result, actual results may differ materially from the forward-looking statements in this news release. These factors are not necessarily all of the factors that could cause Peoples or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Peoples or the combined company's results.

Peoples and Citizens encourage readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. The companies undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. If Peoples or Citizens updates one or more forward-looking statements, no inference should be drawn that Peoples or Citizens will make additional updates with respect to those or other forward-looking statements. Copies of documents filed with the SEC are available free of charge at the SEC's website at http://www.sec.gov and/or from Peoples' website (with respect to Peoples' SEC filings).

View original content:https://www.prnewswire.com/news-releases/peoples-bancorp-inc-and-citizens-national-corporation-announce-definitive-merger-agreement-302748004.html

SOURCE Peoples Bancorp Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of the PEBO acquisition of Citizens announced April 21, 2026?

Shareholders of Citizens will receive 2.10 shares of Peoples plus $8.00 cash per Citizens share. According to the company, the consideration values the deal at approximately $76.6 million based on a 20-day VWAP on April 20, 2026.

How will the Citizens deal affect Peoples Bancorp's balance sheet (PEBO)?

The acquisition adds approximately $686 million in total assets to Peoples' balance sheet. According to the company, Peoples had $9.6 billion in assets as of March 31, 2026, prior to the transaction close.

When is the PEBO–Citizens merger expected to close and what approvals are needed?

The transaction is expected to close during the second half of 2026, subject to customary closing conditions. According to the company, it requires regulatory approvals and approval by Citizens shareholders before closing.

Will the Citizens acquisition be accretive to PEBO earnings and shareholder value?

Yes. According to the company, the deal is expected to be immediately accretive with a tangible book value earnback of less than one year and an internal rate of return above 20%.

How many branches and employees does Citizens add to Peoples (PEBO)?

Citizens operates 12 branches in Eastern Kentucky and employs 132 people. According to the company, those branches will merge into Peoples Bank after the transaction closes.