Peoples Bancorp (PEBO) Director Reports 1,725-Share Deferred Compensation

Rhea-AI Filing Summary

Susan D. Rector, a director of Peoples Bancorp Inc. (PEBO), reported receiving 1,725 shares of common stock as deferred compensation on 09/30/2025 at an allocation price of $29.99 per share. The shares were issued under the company's Deferred Compensation Plan for Directors and represent board meeting fees and a quarterly retainer paid in stock. After the transaction, the filing reports 27,319 shares beneficially owned indirectly through the Deferred Compensation Plan. The Form 4 was signed by an attorney-in-fact on 10/01/2025.

Positive

• Director equity compensation issued aligns executive and shareholder interests by converting fees and retainer into stock
• Transaction disclosed under Deferred Compensation Plan, indicating use of an established governance mechanism rather than ad hoc issuance

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director stock issuance increases insider alignment; transaction is modest in size relative to typical bank market caps.

The filing documents a non-cash, non-derivative acquisition of 1,725 common shares by a non-employee director as part of a deferred compensation arrangement. The price shown ($29.99) appears to be the allocation value for accounting and plan purposes rather than a market cash purchase. This is a standard governance practice that preserves cash and aligns director incentives with shareholder outcomes. The reported indirect holding of 27,319 shares through the Deferred Compensation Plan is noteworthy for disclosure but not, by itself, materially transformative.

Corporate Governance Expert

TL;DR: Standard director compensation disclosure; no red flags on timing, form, or signer authority.

The Form 4 identifies Susan D. Rector as a director and discloses compensation issued under the board's Deferred Compensation Plan, including meeting fees and retainer converted to stock. The transaction was reported timely with an attorney-in-fact signature. There are no indications of unusual vesting terms, derivative instruments, or indirect ownership complexities beyond the plan vehicle disclosed. For governance review, this is a routine equity-based compensation disclosure consistent with aligning director and shareholder interests.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rector Susan D.

(Last) (First) (Middle)

138 PUTNAM STREET

P.O. BOX 738

(Street)

MARIETTA OH 45750

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEOPLES BANCORP INC [ PEBO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Compensation	(1)	09/30/2025		A(2)		1,725		(1)	(1)	Common Stock	1,725	$29.99	27,319	I	Deferred Compensation Plan

Explanation of Responses:

1. Price, allocation to Insider's account, and shares payable pursuant to the terms and conditions of the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.

2. Represents Board meeting fees and quarterly retainer paid in stock as part of non-employee director compensation.

Remarks:

	/s/ Jason A. Silcott attorney-in-fact for Ms. Rector	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Susan D. Rector report on the Form 4 for PEBO?

The report shows an acquisition of 1,725 shares of common stock under the Peoples Bancorp Deferred Compensation Plan on 09/30/2025 at an allocation price of $29.99 per share.

How many PEBO shares does Susan D. Rector beneficially own after the transaction?

The filing reports 27,319 shares beneficially owned indirectly through the Deferred Compensation Plan following the transaction.

Why were the shares issued to the director?

The shares represent board meeting fees and a quarterly retainer paid in stock as part of non-employee director compensation under the company's Deferred Compensation Plan.

When was the Form 4 signed and by whom?

The Form 4 bears a signature by Jason A. Silcott, attorney-in-fact for Ms. Rector, dated 10/01/2025.