[8-K] PEOPLES BANCORP INC Reports Material Event

Rhea-AI Filing Summary

Peoples Bancorp Inc. (PEBO) furnished Q3 2025 results via a conference call and provided reconciliations of non‑GAAP measures for the quarter ended September 30, 2025.

Key performance metrics for Q3 2025 included net income of $29,476,000, an efficiency ratio of 57.11%, and return on average assets of 1.22%. Net interest income was $91,349,000 (fully tax‑equivalent $91,628,000), with adjusted revenue of $118,513,000. Pre‑provision net revenue reached $48,340,000.

Capital and book value metrics showed tangible equity of $787,241,000 and tangible assets of $9,228,409,000, resulting in a tangible equity to tangible assets ratio of 8.53%. Tangible book value per common share was $22.05 based on 35,705,369 common shares outstanding as of September 30, 2025.

Insights

Banking analyst

Routine furnishing with solid profitability and stable capital metrics.

Peoples Bancorp reported Q3 2025 metrics through a call and provided non‑GAAP reconciliations. Net income of $29.5M and an efficiency ratio of 57.11% indicate steady operating performance, while net interest income of $91.3M underscores core banking revenue in the period.

Pre‑provision net revenue of $48.34M provides a view of core earnings power before credit costs. Return on average assets at 1.22% sits in a healthy range for a regional bank, and the tangible equity to tangible assets ratio of 8.53% shows a solid capital base.

Tangible book value per share was $22.05 on 35,705,369 shares as of September 30, 2025. Actual investor impact depends on subsequent trends in net interest income, credit provisioning, and expense control in future periods.

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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): October 27, 2025 (October 21, 2025)

PEOPLES BANCORP INC.

(Exact name of Registrant as specified in its charter)

Ohio

000-16772

31-0987416

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification Number)

138 Putnam Street, PO Box 738

Marietta,

Ohio

45750-0738

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (740) 373-3155

Not applicable

(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
Common shares, without par value			PEBO			The Nasdaq Stock Market

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. ☐

Item 2.02     Results of Operations and Financial Condition

On October 21, 2025, management of Peoples Bancorp Inc. (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Standard Time, to discuss results of operations for the quarter ended September 30, 2025. A replay of the conference call audio will be available on Peoples’ website, www.peoplesbancorp.com, in the “Investor Relations” section for one year. A copy of the transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

During the conference call, management referred to non-Generally Accepted Accounting Principles ("US GAAP") financial measures that are used by management to provide information useful to investors in understanding Peoples' operating performance and trends, and to facilitate comparisons with the performance of Peoples' peers. The following tables show the differences between the non-US GAAP financial measures referred to during the conference call and the most directly comparable US GAAP-based financial measures.

			Three Months Ended																								Nine Months Ended
			September 30,						June 30,						September 30,												September 30,
(Dollars in thousands)			2025						2025						2024																		2025						2024
Efficiency ratio:
Total non-interest expense			$	69,894					$	70,362					$	66,090																	$	211,043					$	203,313
Less: amortization of other intangible assets			2,211						2,211						2,786																		6,635						8,361
Adjusted total non-interest expense			67,683						68,151						63,304																		204,408						194,952
Total non-interest income			23,827						26,880						24,794																		77,806						74,277
Less: net loss on investment securities			(2,580)						—						(74)																		(2,582)						(428)
Less: net loss on asset disposals and other transactions			(478)						(280)						(795)																		(1,119)						(1,564)
Total non-interest income, excluding net gains and losses			26,885						27,160						25,663																		81,507						76,269
Net interest income			91,349						87,577						88,912																		264,181						262,165
Add: fully tax-equivalent adjustment (a)			279						280						318																		842						1,022
Net interest income on a fully tax-equivalent basis			91,628						87,857						89,230																		265,023						263,187
Adjusted revenue			$	118,513					$	115,017					$	114,893																	$	346,530					$	339,456
Efficiency ratio			57.11		%				59.25		%				55.10		%																58.99		%				57.43		%

(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.

			At or For the Three Months Ended
			September 30,						June 30,						March 31,						December 31,						September 30,
(Dollars in thousands, except per share data)			2025						2025						2024						2024						2024
Tangible equity:
Total stockholders' equity			$	1,182,776					$	1,153,350					$	1,137,821					$	1,111,590					$	1,124,972
Less: goodwill and other intangible assets			395,535						397,785						400,099						402,422						403,922
Tangible equity			$	787,241					$	755,565					$	737,722					$	709,168					$	721,050
Tangible assets:
Total assets			$	9,623,944					$	9,540,608					$	9,246,000					$	9,254,247					$	9,140,471
Less: goodwill and other intangible assets			395,535						397,785						400,099						402,422						403,922
Tangible assets			$	9,228,409					$	9,142,823					$	8,845,901					$	8,851,825					$	8,736,549
Tangible book value per common share:
Tangible equity			$	787,241					$	755,565					$	737,722					$	709,168					$	721,050
Common shares outstanding			35,705,369						35,673,721						35,669,100						35,563,590						35,538,607
Tangible book value per common share			$	22.05					$	21.18					$	20.68					$	19.94					$	20.29
Tangible equity to tangible assets ratio:
Tangible equity			$	787,241					$	755,565					$	737,722					$	709,168					$	721,050
Tangible assets			$	9,228,409					$	9,142,823					$	8,845,901					$	8,851,825					$	8,736,549
Tangible equity to tangible assets			8.53		%				8.26		%				8.34		%				8.01		%				8.25		%

			Three Months Ended																								Nine Months Ended
			September 30,						June 30,						September 30,												September 30,
(Dollars in thousands)			2025						2025						2024																		2025						2024
Pre-provision net revenue:
Income before income taxes			$	38,002					$	27,453					$	40,881																	$	96,832					$	114,609
Add: provision for credit losses			7,280						16,642						6,735																		34,112						15,174
Add: net loss on investment securities			2,580						—						74																		2,582						428
Add: net loss on other assets			424						267						764																		1,021						1,470
Add: net loss on other transactions			54						23						28																		128						92
Less: gain on OREO			—						10						—																		30						—
Pre-provision net revenue			$	48,340					$	44,375					$	48,484																	$	134,645					$	135,121

			Three Months Ended																								Nine Months Ended
			September 30,						June 30,						September 30,												September 30,
(Dollars in thousands)			2025						2025						2024																		2025						2024
Annualized net income adjusted for non-core items:
Net income			$	29,476					$	21,212					$	31,684																	$	75,024					$	90,275
Add: net loss on investment securities			2,580						—						74																		2,582						428
Less: tax effect of net loss on investment securities (a)			542						—						16																		542						90
Add: net loss on asset disposals and other transactions			478						280						795																		1,119						1,564
Less: tax effect of net loss on asset disposals and other transactions (a)			100						59						167																		235						328
Add: acquisition-related expenses			—						—						(662)																		—						(746)
Less: tax effect of acquisition-related expenses (a)			—						—						(139)																		—						(157)
Net income adjusted for non-core items			$	31,892					$	21,433					$	31,847																	$	77,948					$	91,260
Days in the period			92						91						92																		273						274
Days in the year			365						365						366																		365						366
Annualized net income			$	116,943					$	85,081					$	126,047																	$	100,307					$	120,586
Annualized net income adjusted for non-core items			$	126,528					$	85,968					$	126,696																	$	104,216					$	121,902
Return on average assets:
Annualized net income			$	116,943					$	85,081					$	126,047																	$	100,307					$	120,586
Total average assets			$	9,574,270					$	9,293,287					$	9,142,737																	$	9,355,628					$	9,115,049
Return on average assets			1.22		%				0.92		%				1.38		%																1.07		%				1.32		%
Return on average assets adjusted for non-core items:
Annualized net income adjusted for non-core items			$	126,528					$	85,968					$	126,696																	$	104,216					$	121,902
Total average assets			$	9,574,270					$	9,293,287					$	9,142,737																	$	9,355,628					$	9,115,049
Return on average assets adjusted for non-core items			1.32		%				0.93		%				1.39		%																1.11		%				1.34		%

(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.

			For the Three Months Ended																					Nine Months Ended
			September 30,						June 30,			September 30,												September 30,
(Dollars in thousands)			2025						2025			2024																		2025						2024
Annualized net income excluding amortization of other intangible assets:
Net income			$	29,476					$	21,212		$	31,684																	$	75,024					$	90,275
Add: amortization of other intangible assets			2,211						2,211			2,786																		6,635						8,361
Less: tax effect of amortization of other intangible assets (a)			464						464			585																		1,393						1,756
Net income excluding amortization of other intangible assets			$	31,223					$	22,959		$	33,885																	$	80,266					$	96,880
Days in the period			92						91			92																		273						274
Days in the year			365						365			366																		365						366
Annualized net income			$	116,943					$	85,081		$	126,047																	$	100,307					$	120,586
Annualized net income excluding amortization of other intangible assets			$	123,874					$	92,088		$	134,803																	$	107,315					$	129,409
Average tangible equity:
Total average stockholders' equity			$	1,162,768					$	1,147,253		$	1,099,756																	$	1,144,440					$	1,071,434
Less: average goodwill and other intangible assets			396,636						398,940			405,022																		398,956						384,172
Average tangible equity			$	766,132					$	748,313		$	694,734																	$	745,484					$	663,576
Return on average stockholders' equity ratio:
Annualized net income			$	116,943					$	85,081		$	126,047																	$	100,307					$	120,586
Average stockholders' equity			$	1,162,768					$	1,147,253		$	1,099,756																	$	1,144,440					$	1,071,434
Return on average stockholders' equity			10.06		%				7.42		%	11.46		%																8.76		%				11.25		%
Return on average tangible equity ratio:
Annualized net income excluding amortization of other intangible assets			$	123,874					$	92,088		$	134,803																	$	107,315					$	129,409
Average tangible equity			$	766,132					$	748,313		$	694,734																	$	745,484					$	663,576
Return on average tangible equity			16.17		%				12.31		%	19.40		%																14.40		%				19.50		%

(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.

Item 9.01     Financial Statements and Exhibits

a) - c)

Not applicable

d) Exhibits

See Index to Exhibits below.

INDEX TO EXHIBITS

Exhibit Number						Description
99.1						Transcript of conference call conducted by management of Peoples Bancorp Inc. on October 21, 2025 to discuss results of operations for the quarter ended September 30, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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.

PEOPLES BANCORP INC.

Date:

October 27, 2025

By:/s/

KATHRYN BAILEY

Kathryn Bailey

Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What was Peoples Bancorp (PEBO) Q3 2025 net income?

Net income for the quarter ended September 30, 2025 was $29,476,000.

What efficiency ratio did PEBO report for Q3 2025?

The efficiency ratio for Q3 2025 was 57.11%.

How much net interest income did PEBO generate in Q3 2025?

Net interest income was $91,349,000 (fully tax‑equivalent $91,628,000).

What was PEBO’s pre-provision net revenue in Q3 2025?

Pre‑provision net revenue for Q3 2025 was $48,340,000.

What is PEBO’s tangible book value per share as of September 30, 2025?

Tangible book value per common share was $22.05.

What were PEBO’s tangible equity and tangible assets in Q3 2025?

Tangible equity was $787,241,000 and tangible assets were $9,228,409,000.

What return on average assets did PEBO report for Q3 2025?

Return on average assets for Q3 2025 was 1.22%.