[Form 4] Peoples Bancorp Inc/OH Insider Trading Activity

Rhea-AI Filing Summary

Peoples Bancorp Inc. (PEBO) – Form 4 filing dated 07/02/2025

Director Susan D. Rector reported an automatic, non-open-market acquisition of derivative securities tied to PEBO common stock. On 06/30/2025, 1,672 deferred stock units were credited to her account under the company’s Deferred Compensation Plan for Directors, representing board meeting fees and the quarterly retainer paid in stock.

• Transaction code: A (acquisition)
• Price reference: $30.54 per unit (plan-determined)
• Total derivative units after transaction: 25,594
• Ownership form: Indirect – held within the Deferred Compensation Plan

No common shares or other non-derivative securities were bought or sold in the open market. The transaction reflects routine director compensation rather than discretionary insider buying.

Positive

• Director’s equity exposure increased, marginally enhancing alignment with shareholder interests
• No shares were sold, avoiding potential negative sentiment from insider sales

Negative

• Acquisition is automatic compensation and therefore offers limited insight into management’s discretionary outlook
• No open-market buying signal, reducing its usefulness as a bullish indicator

Insights

Financial Analyst

TL;DR: Routine director compensation; limited signaling value; neutral impact.

The filing shows Ms. Rector received 1,672 deferred stock units as part of standard board compensation, increasing her indirect derivative holdings to 25,594 units. Because the acquisition is automatic and tied to meeting fees, it does not represent an active vote of confidence in the shares, nor does it involve cash outlay. There is no dilution, material cash impact, or indicative valuation metric disclosed. Consequently, the market is unlikely to view this as a catalyst event.

Corporate Governance Specialist

TL;DR: Aligns director incentives with shareholders but is a scheduled grant.

Deferred stock compensation is a common governance practice to align non-employee directors with long-term shareholder value. The plan-based crediting of units improves alignment, yet because it is formulaic and not an open-market purchase, it carries modest informational content. No red flags or compliance issues are noted in the filing.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
06/30/2025

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)	06/30/2025		A(2)		1,672		(1)	(1)	Common Stock	1,672	$30.54	25,594	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	07/02/2025
	** 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 insider transaction did PEBO report on 07/02/2025?

Director Susan D. Rector acquired 1,672 deferred stock units on 06/30/2025 under the company’s director compensation plan.

Was cash paid for the shares acquired by the PEBO director?

No. The units were credited as non-cash compensation for board fees and retainer.

How many derivative units does the director now hold?

After the transaction, Ms. Rector holds 25,594 deferred stock units indirectly.

Does the Form 4 indicate any open-market purchases or sales?

No. The filing lists only plan-based credits; no open-market activity was reported.

What is the transaction code shown in the Form 4 for PEBO?

The code is A, indicating an acquisition of securities.