1 unchanged sentence
(b) Not applicable.
−Removed: (c) The following details the activity in respect of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K) by any director or any officer (as defined in Rule 16a-1(f) under the Exchange Act) of Peoples during the three months ended June 30, 2023:
−Removed: Trading Arrangement
−Removed: Action Date Rule 10b5-1* Total Common Shares to be Sold Expiration Date
−Removed: Schneeberger ( Director )
−Removed: Adopt April 28, 2023 X 12,000 August 8, 2024
−Removed: *Intended to satisfy the affirmative defense of Rule 10b5-1(c)
+Added: (c) During the three months ended September 30, 2023, no director of Peoples and no officer of Peoples (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Location
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Included as Annex A to the preliminary joint proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc.
−Removed: ("Peoples") on Form S-4/A filed on June 1, 2021 (Registration No.
+Added: ("Peoples") on Form S-4/A accepted on May 28, 2021 with a filing date of June 1, 2021 (Registration No.
Agreement and Plan of Merger, dated as of October 24, 2022, by and between Peoples Bancorp Inc.
44 unchanged sentences
in compiled form incorporating all amendments.) Incorporated herein by reference to Exhibit 3.2 to Peoples' June 28, 2018 Form 8-K
−Removed: Agreement to furnish instruments and agreements defining rights of holders of long-term debt Filed herewith
−Removed: Description of Common Shares of Peoples Bancorp Inc.
+Added: Peoples Bancorp Inc.
+Added: Change in Control Agreement between Peoples Bancorp Inc.
+Added: and Matthew Macia (adopted August 21, 2023) ++
Filed herewith
Peoples Bancorp Inc.
−Removed: Fourth Amended and Restated 2006 Equity Plan Incorporated herein by reference to Exhibit 99.1 to Peoples' Current Report on Form 8-K dated and filed on May 2, 2023 (File No.
−Removed: Form of Peoples Bancorp Inc.
−Removed: Fourth Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Award Agreement used and to be used to evidence grants of performance-based restricted common shares to executive officers of Peoples Bancorp Inc.
−Removed: after April 27, 2023 Filed herewith
−Removed: Form of Peoples Bancorp Inc.
−Removed: Fourth Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Award Agreement used to evidence grants of time-based restricted common shares to executive officers of Peoples Bancorp Inc.
−Removed: after April 27, 2023 and prior to July 26, 2023 Filed herewith
+Added: Change in Control Agreement between Peoples Bancorp Inc.
+Added: and Hugh Donlon (adopted September 9, 2023) ++
+Added: Filed herewith
Form of Peoples Bancorp Inc.
Fourth Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Award Agreement used and to be used to evidence grants of time-based restricted common shares to executive officers of Peoples Bancorp Inc.
−Removed: after July 26, 2023 Filed herewith
+Added: after October 23, 2023 ++
+Added: Filed herewith
Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer] Filed herewith
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104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) Submitted electronically herewith
−Removed: # Attached as Exhibit 101 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 of Peoples Bancorp Inc.
+Added: ++Management Compensation Plan or Agreement
+Added: # Attached as Exhibit 101 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 of Peoples Bancorp Inc.
are the following documents formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) Consolidated Balance Sheets at June 30, 2023 (Unaudited) and at December 31, 2022;
−Removed: (ii) Consolidated Statements of Operations (Unaudited) for the three months and the six months ended June 30, 2023 and 2022;
−Removed: (iii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the six months ended June 30, 2023 and 2022;
−Removed: (iv) Consolidated Statements of Stockholders' Equity (Unaudited) for the three months and the six months ended June 30, 2023 and 2022;
−Removed: (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months and the six months ended June 30, 2023 and 2022;
+Added: (i) Consolidated Balance Sheets at September 30, 2023 (Unaudited) and at December 31, 2022;
+Added: (ii) Consolidated Statements of Operations (Unaudited) for the three months and the nine months ended September 30, 2023 and 2022;
+Added: (iii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the nine months ended September 30, 2023 and 2022;
+Added: (iv) Consolidated Statements of Stockholders' Equity (Unaudited) for the three months and the nine months ended September 30, 2023 and 2022;
+Added: (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months and the nine months ended September 30, 2023 and 2022;
and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.
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PEOPLES BANCORP INC.
−Removed: August 3, 2023 By:
+Added: November 2, 2023 By:
/s/ CHARLES W.
President and Chief Executive Officer
−Removed: August 3, 2023 By:
+Added: November 2, 2023 By:
/s/ KATIE BAILEY
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.