PEBO Form 4: Director Stock Compensation Increases Holdings to 24,767 Shares

Rhea-AI Filing Summary

Carol A. Schneeberger, a director of Peoples Bancorp Inc (PEBO), acquired 437 shares of the company's common stock on 09/30/2025 at a price of $29.99 per share. The purchase was reported on a Form 4 and reflects stock-based payment for Board meeting fees and the quarterly retainer paid to non-employee directors. After the transaction, Ms. Schneeberger beneficially owned 24,767 shares in a direct capacity.

This filing was submitted by one reporting person and signed by an attorney-in-fact on 10/01/2025. The disclosure is a routine director compensation transaction rather than an open-market trade or a change in control.

Positive

• Director alignment: Compensation paid in stock aligns the reporting director's interests with shareholders.
• Transparent disclosure: Transaction and resulting ownership (24,767 shares) are clearly reported on Form 4.

Negative

• None.

Insights

Financial Analyst

TL;DR Routine stock-based director compensation: 437 shares acquired at $29.99, increasing direct holdings to 24,767 shares.

The transaction is a standard non-employee director compensation event recorded on Form 4. Acquiring 437 shares at $29.99 each represents a modest increase in insider ownership and aligns the director's interests with shareholders without indicating material corporate change. There is no evidence in the filing of a market purchase, option exercise, or related-party transfer; the shares were issued as fees. Given the size of the holding relative to typical market-cap exposures for regional banks, this is immaterial to valuation models but supports governance alignment.

Corporate Governance Expert

TL;DR A routine compensation issuance to a director signals alignment with shareholders; no governance red flags or departures disclosed.

The Form 4 shows the company uses equity to compensate non-employee directors, which is common practice to promote alignment. The filing lists Ms. Schneeberger as a director and reports direct beneficial ownership of 24,767 shares after receiving 437 shares as Board fees and a quarterly retainer. The report is complete for the scope of this transaction and contains the required explanatory remark. No changes to board composition or control are indicated.

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

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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^*

SCHNEEBERGER CAROL A

(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
Common Stock	09/30/2025		A(1)		437	A	$29.99	24,767	D

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

Explanation of Responses:

1. 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. Schneeberger	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 Carol A. Schneeberger report on Form 4 for PEBO?

She reported an acquisition of 437 shares of Peoples Bancorp Inc common stock on 09/30/2025 at $29.99 per share.

Why were the 437 shares issued to the director?

The filing states the shares represent Board meeting fees and a quarterly retainer paid in stock as non-employee director compensation.

How many PEBO shares does Ms. Schneeberger beneficially own after the transaction?

She beneficially owns 24,767 shares in a direct capacity following the reported issuance.

When was the Form 4 signed and filed for this transaction?

The signature on the filing is dated 10/01/2025, executed by an attorney-in-fact on behalf of Ms. Schneeberger.

Does the Form 4 indicate any change in board membership or control for PEBO?

No. The Form 4 documents a routine compensation issuance and does not disclose any board changes or changes in control.