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Peoples Bancorp completes Citizens National acquisition

Peoples Bank will convert Citizens' 12 branches after the close of business on April 19, 2027; Citizens had approximately $646 million in assets as of September 30, 2026.

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Peoples Bancorp Inc. (PEBO) completed its acquisition of Citizens National Corporation and its wholly owned subsidiary, Citizens Bank of Kentucky, Inc., effective as of the close of business on October 30, 2026. Under the merger agreement announced on April 21, 2026, Citizens shareholders received 2.10 shares of Peoples common stock plus $8.00 in cash for each Citizens common share. Citizens Bank merged into Peoples Bank. Peoples said the transaction expands its reach into Eastern Kentucky.

At September 30, 2026, Citizens had approximately $646 million in total assets, $344 million in total loans and $551 million in total deposits. Citizens’ 12 branches will initially operate as a division of Peoples Bank; Peoples Bank will convert them to Peoples Bank branches after the close of business on April 19, 2027. Peoples reported $9.7 billion in total assets and 144 locations, including 127 full-service bank branches across Ohio, West Virginia, Kentucky, Virginia, Washington, D.C., and Maryland, as of September 30, 2026.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointPeoples said the deal expands Eastern Kentucky reach; Citizens had 12 branches.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Stock consideration per Citizens common share 2.10 shares of Peoples common stock Acquisition consideration
Cash consideration per Citizens common share $8.00 Acquisition consideration
Citizens total assets Approximately $646 million As of September 30, 2026
Citizens total loans $344 million As of September 30, 2026
Citizens total deposits $551 million As of September 30, 2026
Citizens branches 12 branches Initially to operate as a division of Peoples Bank
Peoples total assets $9.7 billion As of September 30, 2026
Peoples locations 144 locations As of September 30, 2026
wholly owned subsidiary regulatory
"its 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.
total assets financial
"Citizens had approximately $646 million in total assets"
The total assets of a business are the sum value of everything it owns that has economic worth — cash, property, inventory, investments, and amounts customers owe. Think of it as a household inventory listing every item you could sell or use to pay bills. Investors use total assets to gauge a company’s scale and resource base, compare it to debt and revenue, and assess how efficiently those resources are being used to create value.
total loans financial
"$344 million in total loans"
total deposits financial
"$551 million in total deposits"

FAQ

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

What did Citizens shareholders receive in the PEBO acquisition?

Citizens shareholders received 2.10 shares of Peoples common stock plus $8.00 in cash for each Citizens common share. The acquisition became effective at the close of business on October 30, 2026.

What were Citizens' assets, loans, and deposits before the PEBO acquisition?

At September 30, 2026, Citizens had approximately $646 million in total assets, $344 million in total loans and $551 million in total deposits.

When will Citizens' branches become Peoples Bank branches?

Citizens' 12 branches will initially operate as a division of Peoples Bank. Peoples Bank will convert them to Peoples Bank branches after the close of business on April 19, 2027.

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

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0000318300FALSE00003183002026-10-302026-10-30


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

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 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.

PEOPLES BANCORP INC.
Date:October 30, 2026By:/s/KATIE BAILEY
Katie Bailey
Executive Vice President,
Chief Financial Officer and Treasurer
2


INDEX TO EXHIBITS
Exhibit NumberDescription
99.1
Press Release Issued by Peoples Bancorp Inc. on October 30, 2026
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

3

image_0a.jpg
P.O. BOX 738 - MARIETTA, OHIO - 45750NEWS RELEASE
www.peoplesbancorp.com
FOR IMMEDIATE RELEASEContact:Tyler J. Wilcox
October 30, 2026President 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

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