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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 30, 2026

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| 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 8.01 Other Events.
On October 30, 2026, Peoples announced that it completed its acquisition of Citizens as of the close of business on October 30, 2026. Peoples and Citizens first announced that they had entered into an agreement to merge on April 21, 2026.
A copy of the press release announcing the event is being furnished as Exhibit 99.1 to this Current Report on Form 8-K 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.
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| | | PEOPLES BANCORP INC. | |
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| Date: | October 30, 2026 | By:/s/ | KATIE BAILEY | |
| | | Katie Bailey | |
| | | | |
| | | Executive Vice President, Chief Financial Officer and Treasurer | |
INDEX TO EXHIBITS
| | | | | | | | |
| Exhibit Number | | Description |
99.1 | | Press Release Issued by Peoples Bancorp Inc. on October 30, 2026 |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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| P.O. BOX 738 - MARIETTA, OHIO - 45750 | NEWS RELEASE |
| www.peoplesbancorp.com | |
| | | |
| FOR IMMEDIATE RELEASE | | Contact: | Tyler J. Wilcox |
| October 30, 2026 | | | President and CEO |
| | | (740) 373-7737 |
PEOPLES BANCORP INC. COMPLETES ACQUISITION OF CITIZENS NATIONAL CORPORATION
_____________________________________________________________________
MARIETTA, Ohio - Peoples Bancorp Inc. (“Peoples”) (Nasdaq: PEBO), parent company of Peoples Bank, announced today that it has completed its acquisition of Citizens National Corporation (“Citizens”) (OTCPK: CZNL) and Citizens’ wholly owned subsidiary, Citizens Bank of Kentucky, Inc. (“Citizens Bank”). The acquisition became effective as of the close of business on October 30, 2026. Peoples and Citizens first announced that they had entered into an agreement to merge on April 21, 2026. Under the terms of the agreement, shareholders of Citizens received 2.10 shares of Peoples common stock plus $8.00 in cash for each share of Citizens common stock. At September 30, 2026, Citizens had approximately $646 million in total assets, $344 million in total loans and $551 million in total deposits.
“We are delighted to complete this combination with Citizens, which strengthens our Kentucky franchise and expands our reach into Eastern Kentucky,” said Tyler Wilcox, President and Chief Executive Officer of Peoples. “We are thankful for the hard work and dedication of the employees of Citizens and Peoples in completing this transaction. We look forward to welcoming Citizens’ shareholders and employees to become part of the Peoples team, and we are excited to introduce our array of products, services, and additional locations to clients in the communities served by Citizens.”
The completed acquisition included the merger of Citizens Bank into Peoples Bank. As a result, Citizens’ 12 branches will operate initially as a division of Peoples Bank. Peoples Bank will convert the Citizens branches to Peoples Bank branches after the close of business on April 19, 2027.
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.
Peoples is a diversified financial services holding company that 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 $9.7 billion in total assets as of September 30, 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 ("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