Peoples Bancorp (PEBO) Director Receives 449 Shares via Deferred Compensation

Rhea-AI Filing Summary

Dwight Eric Smith, a director of Peoples Bancorp Inc. (PEBO), reported a stock acquisition under the companys director deferred compensation plan. On 09/30/2025 he was issued 449 shares of common stock as payment of board meeting fees and a quarterly retainer, at an allocated price of $29.99 per share. Following the issuance, Mr. Smith is shown as indirectly owning 1,273 shares through the Deferred Compensation Plan. The Form 4 was signed by an attorney-in-fact on 10/01/2025. The filing documents a routine, non-cash director compensation transaction and discloses ownership changes required under Section 16.

Positive

• Equity-based director compensation aligns the directors interests with shareholders by providing stock rather than cash
• Timely and compliant disclosure of the transaction via Form 4 enhances transparency
• Clear identification of the Deferred Compensation Plan as the ownership vehicle

Negative

• No material negatives identified in this filing; transaction appears routine and procedural

Insights

Corporate Governance Expert

TL;DR: Routine equity-based director compensation aligns management and shareholder interests; disclosure follows Section 16 requirements.

The reported issuance of 449 shares under the Deferred Compensation Plan is a common mechanism for compensating non-employee directors without cash outflow by the company. Recording the shares as indirect ownership through the plan is consistent with trustee/plan arrangements; the transaction was timely reported via Form 4. This is not a corporate control event and appears immaterial to company capital structure, but it is relevant to assessing director incentives and potential alignment with shareholders.

Securities Analyst

TL;DR: Transaction is a standard director compensation issuance and unlikely to be market-moving.

The 449-share issuance at an allocated price of $29.99 increases the reporting persons indirect holdings to 1,273 shares. Because this is compensation-related and not part of open-market trading, it should have minimal immediate pricing impact. The filing properly discloses the nature of the award and the ownership form, aiding transparency for investors tracking insider holdings.

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
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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^*

Smith Dwight Eric

(Last) (First) (Middle)

138 PUTNAM ST

(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)		449		(1)	(1)	Common Stock	449	$29.99	1,273	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 Mr. Smith	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 did Dwight Eric Smith report for PEBO on Form 4?

He reported issuance of 449 shares under the Peoples Bancorp Deferred Compensation Plan on 09/30/2025.

How many PEBO shares does Mr. Smith beneficially own after the transaction?

1,273 shares are reported as indirectly owned through the Deferred Compensation Plan following the issuance.

What was the allocated price per share for the compensation award?

$29.99 per share was the price/allocation used for the Deferred Compensation Plan issuance.

Why were the shares issued to Mr. Smith?

The shares represent board meeting fees and a quarterly retainer paid in stock to a non-employee director.

When was the Form 4 signed and by whom?

Signed on 10/01/2025 by Jason A. Silcott as attorney-in-fact for Mr. Smith.