PEBO Form 4: Director Stock Compensation Boosts Insider Holdings

Rhea-AI Filing Summary

Peoples Bancorp Inc. director David F. Dierker received stock-based compensation and deferred compensation allocations reported on a Form 4. On 09/30/2025 Mr. Dierker was awarded 437 shares of Common Stock as board meeting fees and a quarterly retainer paid in stock at an indicated price of $29.99 per share, bringing his direct beneficial ownership to 2,833 shares.

In addition, 296 shares were allocated under the company’s Deferred Compensation Plan for Directors, recorded as underlying Common Stock tied to deferred compensation at $29.99 and disclosed as part of an indirect beneficial holding that totals 21,963 shares. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Dierker on 10/01/2025.

Positive

• Director compensation paid in equity increases alignment between management and shareholders
• Clear disclosure of direct and indirect beneficial ownership levels (2,833 direct; 21,963 indirect)
• Use of deferred compensation plan documented with allocation and price per share ($29.99)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation paid in stock increases insider alignment without indicating material corporate change.

The Form 4 discloses standard non-employee director compensation converted to equity and allocation under a deferred compensation plan. The issuance of 437 shares as fees and the 296-share deferred allocation are consistent with established director pay practices. This modest equity grant increases the director’s direct stake to 2,833 shares while the deferred plan mechanics create a larger indirect position of 21,963 underlying shares for reporting purposes. There is no indication of unusual timing or related-party transaction beyond standard director compensation disclosures.

Securities Analyst

TL;DR: Transaction is a routine insider equity grant; limited immediate market impact given the size disclosed.

The reported acquisition of 437 shares at $29.99 and deferred allocation of 296 shares reflect compensation arrangements rather than open-market purchases. The report clarifies amounts and the price used for allocation. From a securities perspective, these entries are disclosure-driven and provide transparency about director remuneration and resulting beneficial ownership levels, but they do not present evidence of material corporate developments or market-moving trades.

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^*

Dierker David F

(Last) (First) (Middle)

P.O. BOX 738

138 PUTNAM STREET

(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	2,833	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
Deferred Compensation	(2)	09/30/2025		A(1)		296		(2)	(2)	Common Stock	296	$29.99	21,963	I	Deferred Compensation Plan

Explanation of Responses:

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

2. 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.

Remarks:

	/s/ Jason A. Silcott, attorney-in-fact for Mr. Dierker	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 PEPO (PEBO) director David F. Dierker receive on 09/30/2025?

He received 437 shares of Common Stock as board meeting fees and a quarterly retainer paid in stock at a reported price of $29.99 per share.

How many shares does David F. Dierker beneficially own after the reported transaction?

The Form 4 reports 2,833 shares beneficially owned directly following the transaction and an indirect position reflecting 21,963 underlying shares tied to deferred compensation.

What is the nature of the 296 shares reported in the filing?

The 296 shares were allocated under the Peoples Bancorp Deferred Compensation Plan for Directors and are recorded as underlying Common Stock at $29.99 per share.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of Mr. Dierker by Jason A. Silcott, attorney-in-fact on 10/01/2025.

Does the filing indicate any open-market purchases or sales by the director?

No. The reported transactions are compensation and deferred compensation allocations, not open-market purchases or sales.