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Peoples Bancorp Gets Approval for Citizens Merger

Citizens shareholders approved the merger agreement on August 6, 2026, and Peoples reported $9.5 billion in assets as of June 30, 2026.

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Form Type
8-K

Rhea-AI Filing Summary

Peoples Bancorp Inc. received all necessary regulatory approvals for its merger with Citizens National Corporation, with Peoples Bancorp Inc. as the surviving corporation, and for the merger of Peoples Bank with Citizens Bank of Kentucky, Inc., a wholly owned subsidiary of Citizens, with Peoples Bank as the surviving bank. Citizens shareholders approved the merger agreement on August 6, 2026; the agreement is dated April 20, 2026.

Peoples reported $9.5 billion in total assets and 144 locations, including 127 full-service bank branches, as of June 30, 2026. Its subsidiaries provide banking, trust and investment, insurance, premium financing and equipment leasing solutions, with locations in Ohio, Kentucky, West Virginia, Virginia, Washington, D.C., and Maryland.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Total assets $9.5 billion As of June 30, 2026
Locations 144 locations As of June 30, 2026
Full-service bank branches 127 branches As of June 30, 2026
regulatory approvals regulatory
"received all necessary regulatory approvals"
Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.
surviving corporation technical
"with Peoples as the surviving corporation"
The surviving corporation is the company entity that continues to exist after a merger, consolidation, or similar reorganization; it absorbs the assets, liabilities, contracts, and business of the combining firms and remains on the legal books while the other entities cease to exist. For investors, it matters because ownership, shareholder rights, outstanding securities, and regulatory or listing obligations move into that single continuing company—think of it as the ship that all passengers board after two boats are joined together.
wholly owned subsidiary technical
"Citizens’ wholly owned subsidiary, Citizens Bank of Kentucky, Inc."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

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

What approvals did PEBO receive for the Citizens merger?

Peoples Bancorp Inc. received all necessary regulatory approvals for both the parent-company merger with Citizens National Corporation and the bank merger between Peoples Bank and Citizens Bank of Kentucky, Inc.; Peoples and Peoples Bank are the respective surviving entities.

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

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Learn about SEC filing dates
0000318300FALSE00003183002026-09-282026-09-28


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): September 28, 2026

pebonewlogoa22.jpg
PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
Ohio000-1677231-0987416
(State or other jurisdiction(Commission File(I.R.S. Employer
of incorporation)Number)Identification Number)
138 Putnam Street, PO Box 738
Marietta,Ohio45750-0738
(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 classTrading Symbol(s)Name of each exchange on which registered
Common shares, without par valuePEBOThe 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. ☐
1


Item 8.01     Other Events


On September 28, 2026, Peoples Bancorp Inc. (“Peoples”), parent company of Peoples Bank, issued a press release announcing that it has received all necessary regulatory approvals for the merger between Peoples and Citizens National Corporation (“Citizens”), with Peoples as the surviving corporation (the “Merger”), and for the merger between Peoples Bank and Citizens’ wholly owned subsidiary, Citizens Bank of Kentucky, Inc., with Peoples Bank as the surviving bank.

The Agreement and Plan of Merger dated as of April 20, 2026, by and between Peoples and Citizens, was approved by Citizens’ shareholders on August 6, 2026.

A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

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:September 28, 2026By:/s/KATIE BAILEY
Katie Bailey
Executive Vice President,
Chief Financial Officer and Treasurer
2


INDEX TO EXHIBITS
Exhibit NumberDescription
99
Press Release Issued by Peoples Bancorp Inc. on September 28, 2026
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

3

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P.O. BOX 738 - MARIETTA, OHIO - 45750NEWS RELEASE
www.peoplesbancorp.com
FOR IMMEDIATE RELEASEContact:Tyler J. Wilcox
September 28, 2026President and CEO
(740) 373-7737

PEOPLES BANCORP INC. RECEIVES REGULATORY APPROVALS OF ITS MERGER WITH CITIZENS NATIONAL CORPORATION
_____________________________________________________________________

MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (Nasdaq: PEBO), parent company of Peoples Bank, announced today that it has received all necessary regulatory approvals for the merger between Peoples and Citizens National Corporation (“Citizens”) (OTCPK: CZNL), with Peoples as the surviving corporation (the “Merger”), and for the merger between Peoples Bank and Citizens’ wholly owned subsidiary, Citizens Bank of Kentucky, Inc.

The Agreement and Plan of Merger dated as of April 20, 2026, between Peoples and Citizens (the “Merger Agreement”), was approved by Citizens’ shareholders on August 6, 2026.

About Peoples:

Peoples is a diversified financial services holding company that makes available a complete line of banking, trust and investment, insurance, premium financing and equipment leasing solutions through its subsidiaries. Peoples has been headquartered in Marietta, Ohio, since 1902 and has an established heritage of financial stability, growth and community impact. As of June 30, 2026, Peoples had $9.5 billion in total assets, 144 locations, including 127 full-service bank branches in Ohio, Kentucky, West Virginia, Virginia, Washington D.C., and Maryland.
Peoples is a member of the Russell 3000 index of U.S. publicly-traded companies. Peoples offers services through Peoples Bank (which includes the divisions of Peoples Investment Services, Peoples Premium Finance, Peoples Life Premium Finance, and North Star Leasing), Peoples Insurance Agency, LLC, and Vantage Financial, LLC.

END OF RELEASE


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