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

Rhea-AI Filing Summary

Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN) filed an 8-K announcing a $2.0 million private placement of zero-interest convertible notes and accompanying warrants. The notes, issued on 30 June 2025, mature on 30 June 2026 and can be converted at any time into up to 1,730,104 common shares at a fixed price of $1.156.

Investors also purchased five-year warrants for 865,052 shares at the same $1.156 exercise price, providing approximately $50,000 additional cash proceeds. If the company completes a subsequent equity raise of at least $5.0 million, any outstanding principal will automatically convert into the securities offered in that financing. Should such a financing not occur within 90 days, investors may buy an extra 3,460,208 warrants at $0.25 per share, and Sonnet must file a registration statement covering all underlying securities.

Ownership limits of 4.99%, 9.99% or 19.99% (at each investor’s election) apply to both note conversions and warrant exercises. The securities were issued under Sections 4(a)(2) and/or Rule 506(b) of Regulation D. Exhibit filings include the form of Convertible Note (Ex. 4.1) and Warrant (Ex. 4.2).

• Total immediate proceeds: $2.05 million.
• Potential future dilution: up to 6.06 million shares if all notes convert and all warrants (initial and contingent) are exercised.
• No cash interest expense until maturity, but notes represent a direct financial obligation.

Positive

• $2.05 million in immediate gross proceeds enhances near-term liquidity.
• Notes bear 0% interest, lowering cash outflows compared with standard debt.
• Automatic conversion on a ≥$5 million subsequent raise could streamline future capital structure.

Negative

• Potential issuance of up to 6.06 million new shares (notes + warrants) could significantly dilute existing shareholders.
• Contingent $0.25 warrants, if triggered, represent a deep discount to current conversion price.
• Notes constitute a direct financial obligation maturing in one year, introducing refinancing risk if shares cannot be converted.

Insights

Financial Analyst

TL;DR — $2 M zero-interest notes aid liquidity but introduce meaningful dilution risk.

The financing delivers $2.05 million gross, welcome given Sonnet’s cash‐intensive R&D model. Zero coupon reduces cash burn versus traditional debt. Conversion and warrant strike at $1.156 (near recent trading levels) cap potential upside and create a ceiling on share price appreciation. Automatic conversion on a ≥$5 million raise may simplify future capital structure but could pressure pricing of that follow-on. Failure to raise funds within 90 days triggers issuance of 3.46 million $0.25 warrants, a steeply dilutive fallback. Overall, the deal is neutral: it supplies short-term cash yet leaves investors facing sizable potential share expansion.

Risk Analyst

TL;DR — Contingent low-priced warrants amplify dilution and headline leverage risk.

While the principal carries no interest, the note is a direct financial obligation maturing in 12 months. Up to 6.06 million shares—roughly several times average daily volume—could enter the market, challenging price stability. The 90-day contingency places pressure on management to complete a ≥$5 million financing quickly; failure results in deeply discounted $0.25 warrants, potentially eroding shareholder value. Beneficial ownership caps reduce control risk but do not mitigate aggregate dilution. I view the disclosure as modestly negative due to structural downside if capital markets remain tight.

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^*

Hogan W Glenn

(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)
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
Common Stock	06/30/2025		A(1)		429	A	$30.54	532,802	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 Mr. Hogan	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.
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FAQ

How much capital did Sonnet BioTherapeutics (SONN) raise in this financing?

The company received $2.0 million from convertible notes plus about $50,000 from warrant sales, totaling approximately $2.05 million.

What are the key terms of the SONN convertible notes?

The notes mature on June 30, 2026, carry 0% interest, and are convertible at $1.156 per share into up to 1,730,104 shares.

What warrants were issued alongside the convertible notes?

Investors received 865,052 five-year warrants exercisable at $1.156 and may receive an additional 3,460,208 warrants at $0.25 if no $5 M raise occurs within 90 days.

When do the contingent $0.25 warrants become available?

If Sonnet does not complete a ≥$5 million equity offering within 90 days of the note issuance, investors can buy the extra warrants.

Are there ownership limits on note conversion and warrant exercise?

Yes. Investors elected caps of 4.99%, 9.99%, or 19.99% of outstanding common shares to avoid exceeding those thresholds.

Under which securities law exemptions were the notes and warrants issued?

The securities were sold relying on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.