What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-27 · 479 added, 583 removed, 2176 unchanged (33% of the section changed)

6 unchanged sentences

Remediation of Material Weakness in Internal Control Over Financial Reporting

As previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Peoples' management, including Peoples' President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, identified a material weakness in Peoples' internal control over financial reporting during the fiscal year ended December 31, 2021.

Control deficiencies were identified by Peoples’ management related to the accounting for loans acquired in the September 17, 2021 Premier Merger, specifically the designation of those acquired loans as either PCD or non-PCD, the designation of PCD loans as either pooled or individually assessed, and the estimation and calculation of expected credit losses on individually assessed loans.

Based upon an internal review by Peoples’ management, with the participation of Peoples’ President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, it was determined that the deficiencies in the design of internal controls supporting acquired PCD loan accounting and the related allowance for credit losses aggregated to a material weakness in internal control over financial reporting.

During the year ended December 31, 2022, management took the following actions to remediate the aforementioned internal control deficiencies:

• reviewed the then existing internal controls with respect to the business combination process and performed a risk assessment to ensure those internal controls were appropriately designed to address the respective risks of material misstatement to the financial statements;

• implemented changes to Peoples' internal controls, including enhancing Peoples' internal control documentation (i.e., critical internal control operator steps, precision, review procedures);

• implemented and performed additional internal controls, as necessary;

• engaged third-party advisors to assist with internal control design for the Vantage acquisition, which closed during the year ended December 31, 2022;

• prepared Control Support Summary memos for each executed business combination internal control.

Each of the Control Support Summary memos includes a description of all information used in the execution of the associated internal control and a detail of critical steps performed by the internal control operator while executing the internal control.

Peoples' management believes the measures described above have remediated the material weakness previously identified and has concluded Peoples' internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2022.

Management’s Annual Report on Internal Control Over Financial Reporting

7 unchanged sentences

Changes in Internal Control Over Financial Reporting

Except in connection with the remediation of the material weakness identified in 2021 as discussed above, there were no changes in Peoples’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting.

There were no changes in Peoples’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting.

ITEM 9B OTHER INFORMATION

(b) During the three months ended December 31, 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.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

10 unchanged sentences

Effective internal control over financial reporting can provide only a reasonable assurance with respect to financial statement preparation and financial reporting.

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Peoples’ annual or interim financial statements will not be prevented or detected on a timely basis.

To address the financial disclosure impact by the identified internal control deficiencies, Peoples recorded a reduction in "Goodwill" of $6.1 million, a decrease in "Other assets" of $1.7 million, a decrease in the “Allowance for credit losses” of $3.7 million, an increase in “Loans and leases, net of deferred fees and costs” of $2.2 million, and a decrease in “Accrued expenses and other liabilities” of $0.4 million as of December 31, 2021, with an offsetting reduction in net income for the 2021 fiscal year of approximately $1.5 million.

The impact of the material weakness (and related internal control deficiencies) on Peoples’ consolidated financial statements for the interim periods ended September 30, 2021 and December 31, 2021 were not considered material.

Materiality was evaluated both quantitatively and qualitatively in accordance with the guidance provided by Staff Accounting Bulletin No.

99 – Materiality.

As such, the material weakness (and related internal control deficiencies) did not result in a material misstatement in Peoples’ previously filed condensed consolidated financial statements for the periods ended September 30, 2021, and such financial statements can still be relied upon.

To address the material weakness described above, Peoples reviewed the then existing internal controls with respect to the business combination process and performed a risk assessment to ensure those internal controls were appropriately designed to address the respective risks of material misstatement to the financial statements.

Based on that review, Peoples' management implemented changes to Peoples' internal controls, enhanced Peoples' internal control documentation and implemented and performed additional internal control procedures as necessary.

Peoples' management will continue to monitor the effectiveness of these internal controls and will make any further changes management determines to be necessary or appropriate.

Peoples’ management assessed the effectiveness of Peoples’ internal control over financial reporting as of December 31, 2023, and, based on this assessment, has concluded Peoples’ internal control over financial reporting was effective at a reasonable assurance level as of that date.

14 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 27, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

We have audited the accompanying consolidated balance sheets of Peoples Bancorp Inc.

and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements").

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

13 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for the Allowance for Credit Losses

18 unchanged sentences

and 5) We evaluated whether the total ACL appropriately reflected losses expected in the loan portfolio by comparing to peer bank data.

Fair Value of Acquired Loans Recognized as Part of the Merger with Limestone Bancorp, Inc.

Description of the Matter As described in Note 20 to the consolidated financial statements, the Company acquired Limestone Bancorp, Inc.

(Limestone) on April 30, 2023.

The transaction has been accounted for as a business combination and accordingly, the assets acquired and liabilities assumed from Limestone were recorded at fair value as of the merger date.

The fair value of loans acquired from Limestone was approximately $1.08 billion as of April 30, 2023.

As disclosed by the Company, the fair value of acquired loans is based on a discounted cash flow methodology that considers credit loss and prepayment expectations, market interest rates and other market factors, such as liquidity.

Auditing the Company’s estimate of the fair value of acquired loans was complex due to the significant judgment required by management in developing the market interest rates used in the discounted cash flow methodology.

This required a high degree of auditor judgment and effort in performing procedures and evaluating audit evidence obtained related to the significant judgments made by management and required the use of professionals with specialized skill and knowledge.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s process for estimating the acquired loans fair value, including management’s controls over:

1) establishing market interest rates used in the discounted cash flow methodology;

and 2) completeness and accuracy of key inputs and assumptions used in the discounted cash flow methodology, including loan data.

To test the estimated fair value of acquired loans, our audit procedures included, among others, involving valuation specialists to assist us in testing management’s methodology and significant assumptions used in measuring the fair value of the acquired loan portfolio.

We involved our specialists to develop, on a sample basis, independent expectations for market interest rates and compared management’s assumptions to the independently developed ranges based on third party market data.

Additionally, we tested, on a sample basis, completeness and accuracy of the underlying loan data provided by management that was used in the discounted cash flow model.

Lastly, on a sample basis, we performed independent comparative calculations of the fair value adjustment to the acquired loans.

We searched for and evaluated information that corroborates or contradicts management’s selected assumptions, including current external economic information and historical Company-specific information.

/s/ Ernst & Young LLP

18 unchanged sentences

Allowance for credit losses ( 62,011 ) ( 53,162 )

Net loans 4,653,988 4,417,633

Net loans and leases 6,097,185 4,653,988

Loans held for sale 1,866 2,140

13 unchanged sentences

Stockholders’ Equity

Preferred stock, no par value, 50,000 shares authorized and no shares issued at December 31, 2022 and December 31, 2021

Common stock, no par value, 50,000,000 shares authorized, 29,857,920 shares issued at December 31, 2022 and 29,814,401 shares issued at December 31, 2021, including shares held in treasury

Preferred shares, no par value, 50,000 shares authorized and no shares issued at December 31, 2023 and December 31, 2022

Common shares, no par value, 50,000,000 shares authorized, 36,736,041 shares issued at December 31, 2023 and 29,857,920 shares issued at December 31, 2022, including shares held in treasury

865,227 686,450

1 unchanged sentence

Accumulated other comprehensive loss, net of deferred income taxes ( 101,590 ) ( 127,136 )

Treasury stock, at cost, 1,643,461 shares at December 31, 2022 and 1,577,359 shares at December 31, 2021

Treasury stock, at cost, 1,511,348 common shares at December 31, 2023 and 1,643,461 common shares at December 31, 2022

( 37,340 ) ( 39,922 )

1 unchanged sentence

Total liabilities and stockholders’ equity $ 9,157,382 $ 7,207,304

(a) Available-for-sale investment securities and held-to-maturity investment securities are presented net of allowance for credit losses of $ 0 and $ 241 , respectively, as of December 31, 2022 and $ 0 and $ 286 , respectively, at December 31, 2021.

(a) Available-for-sale investment securities and held-to-maturity investment securities are presented net of allowance for credit losses of $ 0 and $ 238 , respectively, at December 31, 2023 and $ 0 and $ 241 , respectively, at December 31, 2022.

(b) Also referred to throughout this Form 10-K as “total loans” and “loans held for investment.”

16 unchanged sentences

Net interest income 339,374 253,442 172,553

(Recovery of) Provision for credit losses (a) ( 3,510 ) 731 26,254

Net interest income after provision for credit losses 256,952 171,822 112,669

Provision for (recovery of) credit losses (a) 15,174 ( 3,510 ) 731

Net interest income after provision for (recovery of) credit losses 324,200 256,952 171,822

Non-interest income:

15 unchanged sentences

Professional fees 17,041 12,094 15,783

Electronic banking expense 9,231 8,885 7,777

Amortization of other intangible assets 11,222 7,763 4,775

Electronic banking expense 7,150 9,231 8,885

Marketing expense 5,017 3,728 3,658

17 unchanged sentences

(a) The provision for credit losses includes changes related to the allowance for credit losses on loans, held-to-maturity investment securities, and the unfunded commitment liability.

(b) Includes realized and unrealized gains on equity investment securities recorded in other non-interest income of $ 2 , $ 111 , and $ 660 for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively.

(b) Includes realized and unrealized losses on equity investment securities recorded in other non-interest income of $ 141 for the year ended December 31, 2023, and realized and unrealized gains of $ 2 and $ 111 for the years ended December 31, 2022 and December 31, 2021, respectively.

See Notes to the Consolidated Financial Statements

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands) 2023 2022 2021

Net income $ 113,363 $ 101,292 $ 47,555

Other comprehensive (loss) income:

Other comprehensive income (loss):

Available-for-sale investment securities:

Gross unrealized holding (loss) gain arising in the period ( 161,730 ) ( 26,985 ) 11,394

Related tax benefit (expense) 37,733 5,777 ( 2,393 )

Gross unrealized holding gain (loss) arising in the period 29,655 ( 161,730 ) ( 26,985 )

Related tax (expense) benefit ( 6,817 ) 37,733 5,777

Reclassification adjustment for net loss included in net income 3,700 61 862

Related tax expense ( 864 ) ( 14 ) ( 192 )

Net effect on other comprehensive (loss) income ( 123,950 ) ( 20,538 ) 9,292

Net effect on other comprehensive income (loss) 25,674 ( 123,950 ) ( 20,538 )

Defined benefit plans:

Net gain (loss) arising during the period 76 2,318 ( 1,072 )

Related tax (expense) benefit ( 18 ) ( 518 ) 225

Net (loss) gain arising during the period ( 303 ) 76 2,318

Related tax benefit (expense) 71 ( 18 ) ( 518 )

Amortization of unrecognized loss on service benefit plans 9 63 103

Related tax benefit ( 2 ) ( 15 ) ( 23 )

Reclassification from accumulated other comprehensive income ("AOCI") 185 143 1,054

Realized loss due to settlement and curtailment 2,424 185 143

Related tax benefit ( 566 ) ( 43 ) ( 32 )

1 unchanged sentence

Cash flow hedges:

Net gains (losses) arising during the period 10,606 6,999 ( 8,376 )

Related tax (expense) benefit ( 2,421 ) ( 1,407 ) 1,759

Net effect on other comprehensive income (loss) 8,185 5,592 ( 6,617 )

Total other comprehensive (loss) income, net of tax ( 115,517 ) ( 12,955 ) 2,761

Total comprehensive (loss) income $ ( 14,225 ) $ 34,600 $ 37,528

Net (losses) gains arising during the period ( 2,293 ) 10,606 6,999

Related tax benefit (expense) 532 ( 2,421 ) ( 1,407 )

Net effect on other comprehensive (loss) income ( 1,761 ) 8,185 5,592

Total other comprehensive income (loss), net of tax 25,546 ( 115,517 ) ( 12,955 )

Total comprehensive income (loss) $ 138,909 $ ( 14,225 ) $ 34,600

See Notes to the Consolidated Financial Statements

2 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Stockholders' Equity

Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity

(Dollars in thousands)

1 unchanged sentence

Net income — 47,555 — — 47,555

Other comprehensive income, net of tax

Other comprehensive loss, net of tax

— — ( 12,955 ) — ( 12,955 )

4 unchanged sentences

Reissuance of treasury stock for deferred compensation plan for Boards of Directors

Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors

— — — ( 1,128 ) ( 1,128 )

Common shares repurchased under share repurchase program

Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors

— — — ( 1,306 ) ( 1,306 )

3 unchanged sentences

98 — — 276 374

Common shares issued under performance unit awards, net of tax

41 — — 138 179

Stock-based compensation

2 unchanged sentences

143 — — 392 535

Impact of adoption of new accounting standard, net of taxes (a) $ — ( 3,709 ) $ — $ — ( 3,709 )

Issuance of common shares related to the Premier Merger 261,899 — — — 261,899

Balance, December 31, 2021 $ 686,282 $ 207,076 $ ( 11,619 ) $ ( 36,714 ) $ 845,025

6 unchanged sentences

Reissuance of treasury stock for deferred compensation plan for Boards of Directors

Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors

Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors

— — — ( 1,745 ) ( 1,745 )

Common shares repurchased under share repurchase program

— — — ( 7,407 ) ( 7,407 )

Common shares issued under dividend reinvestment plan

5 unchanged sentences

95 — — 454 549

Issuance of common shares related to the Premier Merger 261,899 — — — 261,899

Balance, December 31, 2022 $ 686,450 $ 265,936 $ ( 127,136 ) $ ( 39,922 ) $ 785,328

2 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

Common Stock Retained Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Stockholders' Equity

Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity

(Dollars in thousands)

Net income $ — $ 113,363 $ — $ — $ 113,363

Other comprehensive loss, net of tax

Other comprehensive income excluding pension termination settlement, net of tax 23,688 23,688

Pension termination settlement, net of tax

— — 1,858 — 1,858

4 unchanged sentences

Reissuance of treasury stock for deferred compensation plan for Boards of Directors

Repurchase of treasury stock in connection with employee incentive plan and under compensation plan for Boards of Directors

— — — 115 115

Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors

— — — ( 1,769 ) ( 1,769 )

Common shares repurchased under share repurchase program

7 unchanged sentences

Stock-based compensation 5,337 — — — 5,337

Issuance of common shares related to merger with Limestone Bancorp, Inc.

177,929 — — — 177,929

Balance, December 31, 2023 $ 865,227 $ 327,237 $ ( 101,590 ) $ ( 37,340 ) $ 1,053,534

(a) On January 1, 2020, Peoples adopted ASU 2016-13, which resulted in a reduction to retained earnings of $ 3.7 million, net of statutory federal corporate income tax.

See Notes to the Consolidated Financial Statements

7 unchanged sentences

Depreciation, amortization and accretion, net 3,668 17,319 24,643

(Recovery of) provision for credit losses ( 3,510 ) 731 26,254

Provision for (recovery of) credit losses 15,174 ( 3,510 ) 731

Bank owned life insurance income ( 4,151 ) ( 2,624 ) ( 1,767 )

4 unchanged sentences

Net gains on sales of loans ( 659 ) ( 994 ) ( 2,994 )

Deferred income tax expense (benefit) 18,566 2,874 ( 8,101 )

(Decrease) increase in accrued expenses ( 4,692 ) 2,433 799

Deferred income tax (benefit) expense ( 238 ) 18,566 2,874

Increase (decrease) in accrued expenses 13,194 ( 4,692 ) 2,433

(Increase) decrease in interest receivable ( 6,443 ) ( 5,836 ) 1,435

Increase in other assets 962 1,629 2,874

Increase (decrease) in interest payable 6,621 ( 420 ) ( 282 )

Increase in operating lease assets ( 13,817 ) — —

Change in lease right-of-use assets and lease liabilities ( 335 ) ( 38 ) 509

Stock-based compensation 6,025 4,325 3,890

Other, net 5,593 ( 7,598 ) 10,573

21 unchanged sentences

Net (decrease) increase in non-interest-bearing deposits ( 284,480 ) ( 52,020 ) 150,986

Net (decrease) increase in interest-bearing deposits ( 93,082 ) 49,774 292,822

Net increase (decrease) in short-term borrowings 328,611 14,414 ( 263,716 )

Net increase (decrease) in interest-bearing deposits 485,921 ( 93,082 ) 49,774

Net increase in short-term borrowings 40,983 328,611 14,414

Proceeds from long-term borrowings 115,108 24,804 —

4 unchanged sentences

Proceeds from issuance of common shares 1,264 1,226 906

Contingent consideration payments made after a business acquisition — — ( 296 )

Net cash provided by financing activities 261,987 32,670 181,640

Net (decrease) increase in cash and cash equivalents ( 261,705 ) 263,627 36,907

Net increase (decrease) in cash and cash equivalents 272,700 ( 261,705 ) 263,627

Cash and cash equivalents at beginning of period 154,022 415,727 152,100

34 unchanged sentences

Peoples Bancorp Inc.

is a financial holding company that offers a full range of financial services and products primarily offered through its 129 financial service offices and ATMs, including 113 full-service branches in Ohio, West Virginia, Kentucky, Virginia, Washington, D.C.

and Maryland as of December 31, 2022, as well as through online resources that are web-based and mobile-based.

is a financial holding company that offers a full range of financial services and products primarily offered through its 152 financial service offices and ATMs, including 133 full-service branches in Ohio, Kentucky, West Virginia, Washington, D.C., Virginia, and Maryland as of December 31, 2023, as well as through online resources that are web-based and mobile-based.

Peoples’ insurance, premium financing and equipment leasing services are offered nationwide.

5 unchanged sentences

and subsidiaries (“Peoples” refers to Peoples Bancorp Inc.

and its consolidated subsidiaries collectively, except where the context indicates the reference relates solely to Peoples Bancorp Inc.) conform to US GAAP and to general practices within the banking industry.

and its consolidated subsidiaries collectively, except where the context indicates the reference relates solely to Peoples Bancorp Inc.) conform to U.S.

generally accepted accounting principles (“US GAAP”) and to general practices within the banking industry.

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

8 unchanged sentences

Peoples’ Consolidated Financial Statements include subsidiaries in which Peoples has a controlling financial interest, principally defined as owning a voting interest of greater than 50%.

The Consolidated Financial Statements include the accounts of Peoples and its consolidated subsidiaries, Peoples Bank (along with its wholly-owned subsidiaries), Peoples Investment Company, Peoples Risk Management, Inc., NB&T Statutory Trust III, and FNB Capital Trust One, for which Peoples holds all of the common securities.

The Consolidated Financial Statements include the accounts of Peoples and its consolidated subsidiaries, Peoples Bank (along with its wholly-owned subsidiaries, Peoples Insurance Agency, LLC (“Peoples Insurance”) and Vantage Financial, LLC (“Vantage”)), Peoples Investment Company, NB&T Statutory Trust III, FNB Capital Trust One, Ascencia Statutory Trust I, and Porter Statutory Trusts II-IV, for which Peoples holds all of the common securities.

All intercompany accounts and transactions have been eliminated.

12 unchanged sentences

also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data.

This category generally includes certain private equity investments, retained interests from securitizations, and certain collateralized debt obligations.

This category generally includes certain private equity investments, retained interests from securitization, and certain collateralized debt obligations.

Operating Segments:

2 unchanged sentences

Cash and Cash Equivalents:

Cash and cash equivalents include cash on hand, balances due from other banks, interest-bearing deposits in other banks, federal funds sold and other short-term investments with original maturities of ninety days or less.

Peoples had no restricted funds at December 31, 2022 or December 31, 2021 held in interest-bearing deposits in other banks, which were being used as collateral and not available for withdrawal.

During 2021, Peoples began collateralizing its hedging relationships with investment securities in lieu of cash and cash equivalents held in other banks.

Peoples had no restricted funds at December 31, 2023 or at December 31, 2022 held in interest-bearing deposits in other banks, which were being used as collateral and not available for withdrawal.

Investment Securities:

Investment securities are recorded initially at cost, which includes premiums and discounts if purchased at other than par or face value.

Peoples amortizes premiums and accretes discounts as an adjustment to interest income on a level yield basis.

Peoples amortizes premiums and accretes discounts as an adjustment to interest income on a level

The cost of investment securities sold, excluding equity investment securities, and any resulting gain or loss, is based on the specific identification method and recognized as of the trade date.

3 unchanged sentences

Available-for-sale securities are those securities that would be available to be sold in the future in response to Peoples’ liquidity needs, changes in market interest rates, and asset-liability management strategies, among other considerations.

Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in total stockholders' equity as a separate component of AOCI, net of applicable deferred income taxes.

Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in total stockholders’ equity as a separate component of accumulated other comprehensive loss (“AOCL”), net of applicable deferred income taxes.

Certain restricted equity investment securities that do not have readily determinable fair values and for which Peoples does not exercise significant influence, are carried at cost.

13 unchanged sentences

Leases originated by Peoples are reported at the net investment of the lease, net of initial direct costs, charge-offs and an allowance for credit losses.

Throughout this Form 10-K, loans and leases are referred to as "total loans" and "loans held for investment".

The foreseeable future is based upon current market conditions and business strategies, as well as balance sheet management and liquidity.

Throughout this Form 10-K, loans and leases are referred to as “total loans” and “loans held for investment.” The foreseeable future is based upon current market conditions and business strategies, as well as balance sheet management and liquidity.

As the conditions change, so may management’s view of the foreseeable future.

25 unchanged sentences

Peoples identified 20 segments for which it believes there are similar risk characteristics and utilized a discounted cash flow methodology in determining an allowance for credit losses for each segment.

Peoples' estimates the allowance for credit losses using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

In management’s estimation of expected credit losses, Peoples’ uses a one year reasonable and supportable period across all segments.

3 unchanged sentences

Peoples utilizes the U.S.

unemployment, Ohio unemployment, and Ohio Gross Domestic Product as economic factors in modeling.

unemployment and Ohio unemployment as economic factors in modeling.

Probabilities of default are used in the loss driver model and are analyzed on a quarterly basis to assess reasonableness.

4 unchanged sentences

Peoples models extensions of contractual terms in the following situations:

when a loan is 60 days or more past due, when a partial charge-off has occurred, if the loan is in nonaccrual status, if a troubled debt restructuring ("TDR") has occurred, or if the loan is grade 5 or higher.

when a loan is 60 days or more past due, when a partial charge-off has occurred, if the loan is in nonaccrual status, or if the loan is grade 5 or higher.

When any of these criteria are met and the loan matures within the next 12 months, the loan will be modeled to extend for an additional 12 months.

2 unchanged sentences

The allowance for credit losses related to specific loans was based on management’s estimate of potential losses on impaired loans as determined by (1) the present value of expected future cash flows, (2) the fair value of collateral if the loan is determined to be collateral dependent, or (3) the loan’s observable market price.

Peoples categorized loans involving commercial borrowers into risk categories based upon an established grading matrix.

This system was used to manage the risk within Peoples' commercial lending activities, evaluate changes in the overall credit quality of the loan portfolio and evaluate the appropriateness of the allowance for credit losses.

Peoples categorizes loans involving commercial borrowers into risk categories based upon an established grading matrix.

This system is used to manage the risk within Peoples’ commercial lending activities, evaluate changes in the overall credit quality of the loan portfolio and evaluate the appropriateness of the allowance for credit losses.

Loan grades are assigned at the time a new loan or lending commitment is extended by Peoples and may be changed at any time when circumstances warrant.

4 unchanged sentences

The primary factors considered when assigning a risk grade to a loan include (1) reliability and sustainability of the primary source of repayment, (2) past, present and projected financial condition of the borrower, and (3) current economic and industry conditions.

Other factors that could influence the risk grade assigned include the type and quality of collateral and the strength of

any guarantors.

Other factors that could influence the risk grade assigned include the type and quality of collateral and the strength of any guarantors.

The primary source of repayment for commercial real estate loans and commercial and industrial loans is normally the operating cash flow of the business available to repay debt.

Management’s analysis of operating cash flow for commercial real estate loans secured by non-owner occupied properties takes into account factors such as rent rolls and vacancy statistics.

Management's analysis of operating cash flow for commercial real estate loans secured by owner occupied properties and all commercial and industrial loans considers the profitability, liquidity and leverage of the business.

Management’s analysis of operating cash flow for commercial real estate loans secured by owner occupied properties

and all commercial and industrial loans considers the profitability, liquidity and leverage of the business.

The evaluation of construction loans includes consideration of the borrower’s ability to complete construction within the established budget.

1 unchanged sentence

The classification of residential real estate loans and home equity lines of credit also takes into consideration the current value of the underlying collateral.

Peoples has elected the practical expedient not to measure allowance for credit losses for accrued interest receivables.

Peoples has elected the practical expedient not to measure allowance for credit losses for accrued interest receivables and reverses accrued interest on nonperforming loans against interest income in a timely manner.

Unfunded Commitments:

2 unchanged sentences

The loss rates, including qualitative factors, in determining the allowance for credit losses were applied at the segment level to the unfunded commitment amount to determine the allowance for credit loss liability for unfunded commitments.

Troubled Debt Restructuring ("TDR"):

The restructuring of a loan is considered a TDR if both (1) the borrower is experiencing financial difficulties and (2) the creditor has granted a concession.

Loans acquired that are restructured after acquisition are not considered TDRs if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools of PCD loans.

In assessing whether or not a borrower is experiencing financial difficulties, Peoples considers information currently available regarding the financial condition of the borrower.

This information includes, but is not limited to, whether (1) the borrower is currently in payment default on any of the borrower's debt;

(2) a payment default is probable in the foreseeable future without the modification;

(3) the borrower has declared or is in the process of declaring bankruptcy;

and (4) the borrower's projected cash flow is insufficient to satisfy contractual payments due under the original terms of the loan without a modification.

Peoples considers all aspects of the modification to loan terms to determine whether or not a concession has been granted to the borrower.

Key factors considered by Peoples include the borrower's ability to access funds at a market rate for loans with similar risk characteristics, the significance of the modification relative to the unpaid principal loan balance or collateral value underlying the loan, and the significance of a delay in the timing of payments relative to the original contractual terms of the loan.

The most common concessions granted by Peoples generally include one or more modifications to the terms of the loan, such as (1) a reduction in the interest rate for the remaining life of the loan, (2) an extension of the maturity date at an interest rate lower than the current market rate for a new loan with similar risk, (3) a temporary period of interest-only payments, and (4) a reduction in the contractual payment amount for either a short period or the remaining term of the loan.

All TDRs are evaluated individually to determine if a write-down is required and if they should be on accrual or nonaccrual status.

On March 22, 2020, federal and state banking regulators issued a joint statement, with which the FASB concurred as to the approach, regarding accounting for loan modifications for borrowers affected by COVID-19, based on provisions included in the CARES Act.

In this guidance, short-term modifications, made on a good faith basis in response to COVID-19, to borrowers who were current prior to any relief, are not considered TDRs.

This includes short-term modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment which are insignificant.

Under the guidance, borrowers that are considered current are those that were less than 30 days past due on their contractual payments at the time a modification program was implemented.

In addition, modification or deferral programs mandated by the U.S.

federal government or any state government related to COVID-19 are not in the scope of accounting for TDRs defined in ASC 310-40.

Based on this guidance, Peoples does not classify COVID-19 loan modifications as TDRs.

On August 3, 2020, federal and state banking regulators issued a joint statement, encouraging financial institutions to consider prudent accommodation options to mitigate losses for the borrower and financial institution beyond the initial accommodation period.

Under this guidance, institutions should also provide consumers with available options for repaying missed payments at the end of their accommodation to avoid delinquencies, as well as options for changes to terms to support sustainable and affordable payments for the long term.

These considerations should also include prudent risk management practices at the financial institution based on the credit risk of the borrower.

Peoples is actively working with its affected customers to address any further accommodation needs while carefully evaluating the associated credit risk of the borrowers.

Nonaccrual Loans:

3 unchanged sentences

Interest received on nonaccrual loans is included in income only if principal recovery is reasonably assured.

Under the CARES Act, which was subsequently extended under legislation enacted in December 2020, borrowers who were making payments as required and were not considered past due prior to becoming affected by COVID-19 and then received payment accommodations as a result of the effects of COVID-19 generally would not be reported as past due.

If Peoples agrees to a payment deferral for a borrower under the CARES Act, this may result in no contractual payments being past due, and the loans are not considered past due during the period of the deferral.

Under the CARES Act, during the time that Peoples maintains these short-term arrangements with borrowers, it should not report the loans as nonaccrual.

This program expired as of January 1, 2022.

Bank Premises and Equipment:

22 unchanged sentences

Peoples manages a matched book with respect to customer-related derivative financial instruments in order to minimize its net risk exposure resulting from such transactions.

Amounts reported in AOCI related to derivatives are reclassified to interest income or expense as interest payments are made or received on Peoples' variable-rate assets or liabilities.

Amounts reported in AOCL related to derivatives are reclassified to interest income or expense as interest payments are made or received on Peoples’ variable-rate assets or liabilities.

Peoples assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transaction.

If the derivative financial instruments designated as cash flow hedges are deemed effective, changes in the fair value of each derivative financial instrument are reported in AOCI (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings.

If the derivative financial instruments designated as cash flow hedges are deemed effective, changes in the fair value of each derivative financial instrument are reported in AOCL (outside of earnings), net of tax, and subsequently reclassified to earnings

when the hedged transaction affects earnings.

If the derivative financial instruments designated as cash flow hedges are deemed ineffective, changes in the fair value of the derivative financial instrument are recognized directly in earnings.

5 unchanged sentences

The valuation of such commitments considers the servicing release premium, but does not consider other expected cash flows related to the servicing of the future loan.

Management determined these derivatives did not have a material effect on Peoples' financial position, results of operations or cash flows.

Management determined these derivatives did not have a material effect on Peoples’ financial position, results of operations or cash flows at December 31, 2023.

Investments in Affordable Housing Limited Partnerships:

1 unchanged sentence

These investments are considered variable interest entities for which Peoples is not the primary beneficiary.

Peoples generally utilizes the effective yield method to account for these investments with the tax credits, net of the

amortization of the investment, reflected in the Consolidated Statements of Income as a reduction in income tax expense.

Peoples generally utilizes the proportional amortization method to account for these investments with the tax credits, net of the amortization of the investment, reflected in the Consolidated Statements of Income as a reduction in income tax expense.

The unamortized amount of the investments is recorded in “Other assets” and totaled $ 13.1 million and $ 15.1 million at December 31, 2023 and 2022, respectively.

13 unchanged sentences

Since mortgage-backed securities comprise a sizable portion of Peoples’ investment portfolio, a significant increase in principal payments on those securities can impact interest income due to the corresponding acceleration of premium amortization or discount accretion.

Under the CARES Act, Peoples has made certain modifications that include the short-term deferral of interest for certain borrowers.

In these cases, Peoples recognizes interest income as earned.

The deferred interest will be repaid by the borrower in a future period.

Revenue Recognition:

5 unchanged sentences

Electronic banking income consists of two revenue streams related to interchange income, and promotional and usage income.

Peoples recognizes interchange income over time, on a monthly basis, which is based on the transactional volume of debit card activity completed by its customers during the month in which income is recognized.

Peoples is obligated, based on its contracts with third parties, to meet certain volumes of debit card activities, which are performed by Peoples' customers, over a certain period of time.

Peoples recognizes interchange income over time, on a monthly basis, which is based on the transactional volume of debit card and credit card activity completed by its customers during the month in which income is recognized.

Peoples is obligated, based on its contracts with third parties, to meet certain volumes of debit card and credit card activities, which are performed by Peoples’ customers, over a certain period of time.

Interchange income is variable as it is based on the transaction volume of debit card activity completed by Peoples’ customers.

Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods.

Payment is due for all PIN transactions from the vendor within one month of the completed customer debit card activity, while all other interchange transaction fees are earned and recorded on a daily basis.

Payment is due for all PIN transactions from the vendor within one month of the completed customer debit card and credit card activity, while all other interchange transaction fees are earned and recorded on a daily basis.

Peoples has elected to apply a practical expedient of right to invoice when recognizing interchange income, as Peoples has fulfilled the required performance obligations, the vendor has consumed the service, and Peoples has a right to the related income.

Peoples also recognizes promotional and usage income over time, on a monthly basis, which is related to branding of debit cards and promotion or use of certain services provided by third-party vendors.

Peoples is obligated to brand its debit cards in a certain manner, and promote and use services provided by third-party vendors.

Peoples is obligated to brand its debit cards in a

certain manner, and promote and use services provided by third-party vendors.

Promotional and usage income is variable as it is based on certain metrics achieved for promotion and usage of services provided by the third-party vendors.

5 unchanged sentences

Trust and investment income is recognized over time, which reflects the duration of the contract period for which services have been provided.

Trust and investment income is variable as it is based on

the value of assets under administration and management, and specific transactions.

Trust and investment income is variable as it is based on the value of assets under administration and management, and specific transactions.

Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods.

25 unchanged sentences

Payment is due from the customer at the time of completion of the requested transaction.

Overdraft fees are considered transactional-based fees and accounted for as described herein.

Lease income:

Peoples acquired its lease portfolio in the NSL and Vantage acquisitions.

Peoples acquired its original lease portfolio in the NSL and Vantage acquisitions.

Lease income presented in “Non-interest income” consists of gains or losses, including residual asset gains and losses, on (i) the termination of leases, (ii) syndicated leases, and (iii) other fees.

7 unchanged sentences

Payment is due from the customer at the time of completion of the requested transaction.

Operating lease income is another component of other non-interest income.

Income on operating leases is recognized on a straight-line basis.

Depreciation expense related to operating leases is recognized on a straight-line basis in “other non-interest expense.” Peoples began originated operating leases in 2023.

Also included in other non-interest income are commercial loan swap fees, which consist of income related to transactions in which Peoples Bank originates variable rate loans with interest rate swaps, where the customer enters into an interest rate swap with Peoples Bank on terms that match the terms of the loan.

14 unchanged sentences

Peoples and its subsidiaries file a consolidated federal income tax return.

Deferred income tax assets and liabilities are provided as temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements at the statutory federal corporate income tax rate.

Deferred income tax assets and liabilities reflect the temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements at the blended federal and state corporate income tax rate.

A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized.

5 unchanged sentences

Earnings per Share (“EPS”):

Basic EPS and diluted EPS are calculated using the two-class method since Peoples has issued share-based payment awards considered participating securities because they entitle holders the rights to dividends during the vesting term.

Basic EPS and diluted EPS are calculated using the two-class method since Peoples has issued share-based payment awards that are considered participating securities because they entitle holders the rights to dividends during the vesting term.

The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings.

2 unchanged sentences

Potentially dilutive common shares include non-vested restricted common shares using the treasury stock method.

New Accounting Pronouncements:

Recent Adoptions of New Accounting Guidance:

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Peoples as of the required effective dates.

Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet effective, will not have a material impact on Peoples' financial statements taken as a whole.

ASU 2020-04 - Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

This guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

This guidance was further updated by ASU 2021-01.

This update was effective as of March 12, 2020 through December 31, 2022.

This update was effective from March 12, 2020 through December

The FASB further updated the guidance with ASU 2022-06, which deferred the sunset date of ASC Topic 848, Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024.

This ASU was early adopted by Peoples as of September 30, 2021, and did not have a significant impact on Peoples' Consolidated Financial Statements, but is expected to reduce the accounting burden of assessing contracts impacted by reference rate reform.

ASU 2020-04 was early adopted by Peoples as of September 30, 2021, which reduced the accounting burden of assessing contracts impacted by reference rate reform.

Peoples established a working group, consisting of key stakeholders from throughout the company, to monitor developments relating to LIBOR changes and to guide the transition.

This team has worked to successfully ensure that technology systems are prepared for the transition, loan documents that reference LIBOR-based rates have been appropriately amended to reference other methods of interest rate determinations and internal and external stakeholders have been apprised of the transition.

Based on the transition progress to date, Peoples ceased originating LIBOR-based products and began originating SOFR indexed products.

Peoples will continue to transition all remaining LIBOR-based products to SOFR-based products.

Peoples will also continue to evaluate the transition process and align its trajectory with regulatory guidelines regarding the cessation of LIBOR as well as monitor new developments for transitioning to alternative reference rates, if necessary and as needed.

Peoples ceased originating LIBOR-based products after December 31, 2021 and began originating SOFR-indexed products.

Any LIBOR-based products originated prior to December 31, 2021, but maturing after June 30, 2023, were amended to reference SOFR-indexed rates as of July 1, 2023.

The transition did not have a material impact on Peoples’ Consolidated Financial Statements.

ASU 2022-01 - Derivatives and Hedging (Topic 815):

This guidance allows entities to apply the same portfolio hedging method to both prepayable and non-prepayable financial assets.

It also allows multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments.

If a breach is anticipated, an entity is required to partially or fully de-designate a hedged layer or layers until a breach is no longer anticipated.

There are additional requirements and enhanced disclosures related to basis adjustments.

The guidance should be applied on a prospective, retrospective or modified retrospective basis depending on the amendment.

This guidance was adopted by Peoples effective January 1, 2023 and the transition did not have a material impact on Peoples’ Consolidated Financial Statements.

ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings ("TDRs") and Vintage Disclosures.

This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors and amends the guidance on disclosures to include current-period gross write-offs by year of origination.

This ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

For entities that have already adopted ASU 2016-13, as Peoples has as, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and will be effective for Peoples as of January 1, 2023.

The amendments in this ASU may also be early adopted, including adoption in any interim period.

The guidance will not have a material impact on Peoples' financial condition or results of operations.

This ASU eliminates the accounting guidance on TDRs for creditors and amends the guidance on disclosures to include current-period gross charge-offs by year of origination.

This ASU also updates the requirements related to accounting for credit losses under Accounting Standards Codification (“ASC”) 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty.

For entities that have already adopted ASU 2016-13, as Peoples has, the amendments in ASU 2022-02 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Effective January 1, 2023, Peoples adopted the amendments within ASU 2022-02, using the prospective transition method.

The adoption of this guidance did not have a material impact on Peoples’ Consolidated Financial Statements.

Pursuant to the guidance in ASU 2022-02, when a loan is restructured, Peoples continues to measure the allowance for credit losses on the loan using a discounted cash flow approach that utilizes a prepayment-adjusted discount rate based on the loan’s restructured terms.

Under the TDR accounting model, Peoples modeled a 12-month extension of the contractual terms for TDRs that were to mature within the next 12 months.

As Peoples has elected a prospective transition, the extension on a loan that was previously restructured and accounted for as a TDR will continue to be measured as it had been historically in Peoples’ allowance for credit losses until the loan is paid off, sold, liquidated or subsequently restructured.

Refer to “Note 4 Loans and Leases” for additional information.

Note 2 Fair Value of Financial Instruments

35 unchanged sentences

Available-for-Sale Investment Securities:

The fair values used by Peoples are obtained from an independent pricing service and represent either quoted market prices for the identical securities (Level 1) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, SOFR and LIBOR (or other relevant) yield curves, credit spreads and prices from market makers and live trading systems (Level 2).

Management reviews the valuation

methodology and quality controls utilized by the pricing services in management's overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists.

The fair values used by Peoples are obtained from an independent pricing service and represent either quoted market prices for the identical securities (Level 1) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, SOFR (or other relevant) yield curves, credit spreads and prices from market makers and live trading systems (Level 2).

Management reviews the valuation methodology and quality controls utilized by the pricing services in management’s overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists.

Equity Investment Securities:

12 unchanged sentences

Other real estate owned (“OREO”) — 7,118 — 55

Servicing rights (b)(c) $ — $ — — $ 22

(a) Loans held for sale are presented gross of a valuation allowance of $ 163 and $ 105 at December 31, 2023 and December 31, 2022, respectively.

(b) Included in "Other intangible assets" on the Consolidated Balance Sheets.

Servicing rights are carried at the lower of cost or estimated market value.

(c) Peoples established a valuation allowance on servicing rights of $ 1 at December 31, 2022 and $ 12 at December 31, 2021.

The fair value of the servicing rights on 10-year fixed rate loans was less than the carrying value.

Collateral Dependent Loans:

38 unchanged sentences

Total other investment securities at fair value 62,992 62,992 51,263 51,263

Loans and leases, net of deferred fees and cost (d) 3 4,707,150 4,516,695 4,481,600 4,510,605

Loans and leases, net of deferred fees and costs (d) 3 6,159,196 6,064,999 4,707,150 4,516,695

Bank owned life insurance 2 140,554 140,554 105,292 105,292

3 unchanged sentences

Long-term borrowings 2 216,241 222,743 101,093 101,992

(a) Held-to-maturity investment securities are presented gross of an allowance for credit losses of $ 241 and $ 286 , at December 31, 2022 and December 31, 2021, respectively.

(a) Held-to-maturity investment securities are presented gross of an allowance for credit losses of $ 238 and $ 241 , at December 31, 2023 and at December 31, 2022, respectively.

(b) Nonqualified deferred compensation includes underlying investments in mutual funds.

3 unchanged sentences

(d) Loans and leases, net of deferred fees and cost are presented gross of an allowance for credit losses of $ 62.0 million and $ 53.2 million, as of December 31, 2023 and December 31, 2022, respectively.

For certain financial assets and liabilities, carrying value approximates fair value due to the nature of the financial instrument.

These financial instruments include cash and cash equivalents, demand and other non-fixed-maturity deposits, and overnight borrowings.

Peoples used the following methods and assumptions in estimating the fair value of the following financial instruments:

Cash and Cash Equivalents:

The carrying amount for cash on hand and balances due from banks is a reasonable estimate of fair value (Level 1).

15 unchanged sentences

Peoples recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits.

The fair value of fixed-maturity certificates of deposit ("CDs") is estimated using a discounted cash flow calculation based on current rates offered for deposits of similar remaining maturities (Level 2).

The fair value of fixed-maturity CDs is estimated using a discounted cash flow calculation based on current rates offered for deposits of similar remaining maturities (Level 2).

Demand and other non-fixed-maturity deposits are estimated using a discounted cash flow calculation based on maturity, attrition and re-pricing assumptions.

32 unchanged sentences

Gross losses realized 5,250 375 2,046

Net (loss) gain realized $ ( 61 ) $ ( 862 ) $ ( 368 )

Net loss realized $ ( 3,700 ) $ ( 61 ) $ ( 862 )

The cost of investment securities sold, and any resulting gain or loss, were based on the specific identification method and recognized as of the trade date.

37 unchanged sentences

Further, the unrealized losses at both December 31, 2023 and 2022 were largely attributable to changes in market interest rates and spreads since the securities were purchased.

Accrued interest receivable is not included in investment securities balances, and is presented in the "Other assets" line of the Consolidated Balance Sheets, with no recorded allowance for credit losses.

Accrued interest receivable is not included in the investment securities balances, and is presented in the “Other assets” line of the Consolidated Balance Sheets, with no recorded allowance for credit losses.

Interest receivable on investment securities was $ 8.8 million at December 31, 2023 and $ 7.8 million at December 31, 2022.

At December 31, 2022, approximately 99 % of the mortgage-backed securities with a market value that had been at an unrealized loss position for twelve months or more were issued by U.S.

government sponsored agencies.

The remaining 1 %, or four positions, consisted of privately issued mortgage-backed securities with all of the underlying mortgages originated prior to 2004.

Of the four positions, three positions had a fair value of less than 90 % of their respective book value.

Management analyzed the underlying credit quality of these mortgage-backed securities and concluded the unrealized losses were primarily attributable to the floating rate nature of these investments and the low number of loans underlying these securities.

The unrealized losses with respect to the two bank-issued trust preferred securities that had been in an unrealized loss position for twelve months or more at December 31, 2022 were primarily attributable to the subordinated nature of the debt.

The unrealized losses with respect to the three bank-issued trust preferred securities that had been in an unrealized loss position for twelve months or more at December 31, 2023 were primarily attributable to the subordinated nature of the debt.

The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at December 31, 2023.

95 unchanged sentences

Peoples purchased $ 18.9 million and $ 11.9 million of additional FHLB stock during 2023 and 2022, respectively, as a result of the FHLB’s capital requirements on FHLB advances during the year.

During the year ended December 31, 2023, Peoples purchased $ 5.7 million of FRB stock as a result of capital requirements.

During the year ended December 31, 2022, Peoples purchased $ 7.9 million of FRB stock as requested by the FRB as a result of the Premier Merger on September 17, 2021.

During 2022, Peoples recorded the change in the fair value of equity investment securities held at December 31, 2022 in "Other non-interest income", resulting in an unrealized gain of $ 2,000 .

During 2023, Peoples recorded the change in the fair value of equity investment securities held at December 31, 2023 in “Other non-interest income,” resulting in an unrealized loss of $ 141,000 .

During 2022, Peoples recorded the change in the fair value of equity investment securities held at December 31, 2022 in “Other non-interest income,” resulting in unrealized gain of $ 2,000 .

3 unchanged sentences

At December 31, 2023 and 2022, Peoples had pledged available-for-sale investment securities and held-to-maturity investment securities to secure public and trust department deposits, and Repurchase Agreements in accordance with federal and state requirements.

Peoples also pledged available-for-sale investment securities and held-to-maturity investment securities to secure additional borrowing capacity at the FHLB and the FRB as well as to derivative counterparties as collateral on unrealized interest rate swaps.

Peoples also pledged available-for-sale investment securities and held-to-maturity investment securities to secure additional borrowing capacity at the FHLB and the FRB.

The following table summarizes the carrying value of Peoples’ pledged investment securities as of December 31:

4 unchanged sentences

Held-to-maturity 559,142 312,921

Securing collateral for cash flow hedge swaps:

Available-for-sale — 18,208

Held-to-maturity — 9,936

Securing additional borrowing capacity at the FHLB and the FRB:

3 unchanged sentences

Peoples’ loan portfolio consists of various types of loans and leases originated primarily as a result of lending opportunities within Peoples’ footprint.

Peoples also originates insurance premium finance loans nationwide through its Peoples Premium Finance division, and originates leases nationwide through its North Star Leasing division and its Vantage Financial, LLC ("Vantage") subsidiary.

Throughout this Form 10-K, loans and leases are referred to as “total loans” and “loans held for investment.”

The major classifications of loan balances (in each case, net of deferred fees and costs) excluding loans held for sale, were as follows at December 31:

12 unchanged sentences

Net deferred loan origination costs were $ 21.7 million and $ 20.5 million at December 31, 2023 and 2022, respectively.

On March 7, 2022, Peoples completed the acquisition of Vantage, which included $ 154.9 million of leases, of which $ 3.4 million were considered PCD.

Effective after the close of business on September 17, 2021, Peoples completed the Premier Merger, which included $ 1.1 billion in net loans, of which $ 147.9 million were considered PCD loans.

Effective after the close of business on March 31, 2021, Peoples acquired $ 83.3 million in leases from NSL, of which $ 5.2 million were considered PCD leases.

Refer to "Note 20 Acquisitions" for more detail on the leases acquired from Vantage, the loans acquired in the Premier Merger, and the leases acquired from NSL.

Peoples began participating as a SBA PPP lender during the second quarter of 2020, and originated $ 488.9 million of PPP loans during 2020 and $ 159.1 million during 2021.

At December 31, 2022, the PPP loans had an amortized cost of $ 2.4 million, and were included in commercial and industrial loan balances.

Peoples recorded deferred loan origination fees related to the PPP loans, net of deferred loan origination costs, which totaled $ 27,000 at December 31, 2022.

During 2022 and 2021, Peoples recorded accretion of net deferred loan origination fees of $ 2.2 million and $ 13.0 million, respectively, on PPP loans.

The remaining net deferred loan origination fees will be accreted over the life of the respective loans, or until forgiven by the SBA, and will be recognized in net interest income.

The PPP expired on May 31, 2021 and no new originations were made under the program;

however, forgiveness proceeds will continue to be received until the loans are paid in full.

Accrued interest receivable is not included within the loan balances, but is presented in the “Other assets” line of the Consolidated Balance Sheets, with no recorded allowance for credit losses as Peoples elected the practical expedient not to measure allowance for credit losses for accrued interest receivables.

Interest receivable on loans was $ 15.4 million at December 31, 2022 and $ 12.0 million at December 31, 2021.

Accrued interest receivable is not included within the loan balances, but is presented in the “Other assets” line of the Consolidated Balance Sheets, with no recorded allowance for credit losses.

Total interest receivable on loans was $ 24.5 million at December 31, 2023 and $ 15.4 million at December 31, 2022.

Nonaccrual and Past Due Loans

43 unchanged sentences

Total loans, at amortized cost $ 29,386 $ 7,633 $ 27,650 $ 64,669 $ 4,642,481 $ 4,707,150

Delinquency trends remained stable as 98.6 % of Peoples' portfolio was considered "current" at December 31, 2022, compared to 98.8 % at December 31, 2021.

Delinquency trends remained stable as 98.6 % of Peoples’ portfolio was considered “current” both at December 31, 2023, and at December 31, 2022.

Pledged Loans

5 unchanged sentences

Loans pledged to FRB 419,245 339,005

During 2021, Peoples pledged additional collateral to the FHLB and FRB to secure potential funding needs in light of the COVID-19 pandemic, as well as to fund the PPP loan originations that occurred during 2021 and 2020.

Related Party Loans

In the normal course of its business, Peoples Bank has granted loans to certain directors and officers of Peoples, including their affiliates, families and entities in which they are principal owners.

At December 31, 2022, no related party loan was past due 90 or more days, a TDR or on nonaccrual status.

At December 31, 2023, no related party loan was past due 90 or more days or on nonaccrual status.

Activity in related party loans is presented in the table below.

2 unchanged sentences

Balance, December 31, 2022 $ 27,372

Acquired loans 18,892

New loans and disbursements 466

Repayments ( 215 )

No longer related party (a) ( 26,696 )

Other changes 347

Balance, December 31, 2023 $ 20,166

Credit Quality Indicators

(a) Two directors exited the company and therefore were no longer considered related parties.

Quality Indicators

As discussed in “Note 1 Summary of Significant Accounting Policies,” Peoples categorizes the majority of its loans into risk categories based upon an established risk grading matrix using a scale of 1 to 8.

22 unchanged sentences

Loans in this risk category are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted.

This does not mean each such loan has absolutely no recovery value, but

rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future.

This does not mean each such loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future.

Charge-offs against the allowance for credit losses are taken in the period in which the loan becomes uncollectable.

9 unchanged sentences

Total 81,473 146,592 85,913 27,169 9,995 12,877 — — 364,019

Current period gross charge-offs — — 9 — — — 9

Commercial real estate, other

4 unchanged sentences

Total 200,851 343,158 377,480 246,607 271,145 719,674 38,042 230 2,196,957

Current period gross charge-offs — — — 39 — 575 614

Commercial and industrial

4 unchanged sentences

Total 226,512 198,560 218,575 102,274 61,758 145,468 231,839 9,431 1,184,986

Current period gross charge-offs — 36 202 25 173 415 851

Premium finance

1 unchanged sentence

Total 201,659 1,517 1 — — — — — 203,177

Current period gross charge-offs 25 97 — — — — 122

Pass 216,559 114,327 51,307 14,061 4,883 1,501 — 402,638

2 unchanged sentences

Total 218,859 118,862 54,727 14,590 5,205 1,817 — — 414,060

Current period gross charge-offs 963 1,328 1,173 233 165 135 3,997

Residential real estate

3 unchanged sentences

Total 76,000 91,749 140,742 58,326 46,036 378,242 — — 791,095

Current period gross charge-offs — — — — — 170 170

Home equity lines of credit

3 unchanged sentences

Total 39,725 42,565 33,467 19,872 14,420 58,599 27 1,346 208,675

Current period gross charge-offs — — — — — 110 110

Consumer, indirect

3 unchanged sentences

Total 248,169 226,193 97,489 59,602 18,836 16,183 — — 666,472

Current period gross charge-offs 609 2,091 865 255 63 147 4,030

Consumer, direct

3 unchanged sentences

Total 58,500 37,129 17,481 8,310 3,215 4,134 — — 128,769

Current period gross charge-offs 36 154 77 100 14 35 416

Deposit account overdrafts 986 — — — — — — — 986

Current period gross charge-offs 1,161 1,161

Total loans, at amortized cost $ 1,352,734 $ 1,206,325 $ 1,025,875 $ 536,750 $ 430,610 $ 1,336,994 $ 269,908 $ 11,007 $ 6,159,196

11 unchanged sentences

Doubtful — — — — — 66 — — 66

Loss — — — — — 23 — — 23

Total 165,282 233,243 231,489 209,762 114,971 441,150 27,621 5,407 1,423,518

19 unchanged sentences

Pass 41,781 35,768 19,863 14,820 13,800 50,291 334 2,096 176,657

Substandard — 60 — 53 126 958 — — 1,197

Loss — — — — — 4 — — 4

Total 41,781 35,828 19,863 14,873 13,926 51,253 334 2,096 177,858

1 unchanged sentence

Pass 305,814 149,445 100,027 35,988 22,789 12,741 — — 626,804

Substandard 384 811 659 266 304 193 — — 2,617

Loss — 5 — — — — — — 5

Total 306,198 150,261 100,686 36,254 23,093 12,934 — — 629,426

1 unchanged sentence

Pass 50,889 28,351 14,558 6,333 3,725 3,975 — — 107,831

Substandard 97 63 138 46 21 150 — — 515

Loss — — — — — 17 — — 17

Total 50,986 28,414 14,696 6,379 3,746 4,142 — — 108,363

11 unchanged sentences

Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.

• Commercial and industrial loans are general secured by equipment, inventory, accounts receivable, and other commercial property.

• Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.

• Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable, and other commercial property.

• Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage, on residential real estate property.

• Home equity lines of credit are generally secured by second mortgages on residential real estate property.

3 unchanged sentences

• Premium finance loans are secured by the unearned portion of the insurance premium being financed.

The following table details Peoples' amortized cost of collateral dependent loans at December 31:

The following table details Peoples’ amortized cost of collateral dependent loans as of December 31:

(Dollars in thousands) 2023 2022

Construction $ — $ 1,291

Commercial real estate, other $ — $ 8,362

1 unchanged sentence

Residential real estate 501 536

Home equity lines of credit — 391

Total collateral dependent loans $ 501 $ 10,354

The decrease in collateral dependent loans at December 31, 2022 compared to December 31, 2021, was primarily due to $ 29.7 million in collateral dependent loans acquired from Premier that were no longer considered collateral dependent at December 31, 2022.

The following table summarizes the loans that were modified as TDRs during the years ended December 31, 2022 and 2021.

Recorded Investment (a)

(Dollars in thousands) Number of Contracts Pre-Modification Post-Modification Remaining Recorded Investment

Commercial real estate, other 8 $ 1,191 $ 1,191 $ 1,179

The decrease in collateral dependent loans at December 31, 2023 compared to at December 31, 2022, was primarily due to three large-relationships that were paid in full during the year.

Modifications for Borrowers Experiencing Financial Difficulty Subsequent to the Adoption of ASU 2022-02

As part of Peoples’ loss mitigation activities, Peoples may agree to modify the contractual terms of a loan to a borrower experiencing financial difficulty.

The most common modifications to the contractual terms of a loan to a borrower experiencing financial difficulty include an extension of the maturity date, a reduction in the interest rate for the remaining life of the loan, a temporary period of interest-only payments, and a reduction in the contractual payment amount for either a short period or the remaining term of the loan.

In addition to loan modifications, Peoples also provides other loss mitigation options, such as forbearance and repayment plans, to assist borrowers who experience financial difficulties.

In assessing whether or not a borrower is experiencing financial difficulty, Peoples considers information currently available regarding the financial condition of the borrower.

This information includes, but is not limited to, whether (1) the borrower is currently in payment default on any of the borrower’s debt;

(2) a payment default is probable in the foreseeable future without the modification;

(3) the borrower has declared or is in the process of declaring bankruptcy;

and (4) the borrower’s projected cash flow is insufficient to satisfy contractual payments due under the original terms of the loan without a modification.

The following table displays the amortized cost of loans that were restructured during the twelve months ended December 31, 2023, presented by loan classification.

During the Twelve Months Ended December 31, 2023 (a)

Payment Delay (Only)

(Dollars in thousands) Forbearance Plan Payment Deferral Trial Modification and Repayment Plans Term Extension Forbearance Plan and Term Extension Total Percentage of Total by Loan Category (b)

Construction $ — $ 1,590 $ — $ 52 $ — $ 1,642 0.45 %

Commercial real estate 184 — — 2,160 — 2,344 0.11 %

Commercial and industrial — — — 4,110 981 5,091 0.43 %

1 unchanged sentence

Home equity lines of credit — — — 209 — 209 0.10 %

Consumer, indirect 23 286 285 285

Consumer, direct 9 102 103 103

Consumer 32 388 388 388

Total $ 184 $ 1,590 $ — $ 6,622 $ 981 $ 9,377 0.15 %

(a) The table presented above excludes loans that were paid off or otherwise no longer included in the loan portfolio as of period end.

(b) Based on the amortized cost basis as of period end, divided by the period end amortized cost basis of the corresponding class of financing receivable.

The following table summarizes the financial impacts of loan modifications and payment deferrals made to loans during the twelve months ended December 31, 2023, presented by loan classification.

During the Twelve Months Ended December 31, 2023

(Dollars in thousands) Weighted-Average Term Extension

(in months) Average Amount Capitalized as a Result of a Payment Delay (a)

Construction 5 $ —

Commercial real estate 7 —

Commercial and industrial 5 —

Residential real estate 213 8,076

Home equity lines of credit 187 —

Consumer, indirect 2 $ —

(a) Represents the average amount of delinquency-related amounts that were capitalized as part of the loan balance.

Amounts are in whole dollars.

The following table displays the amortized cost of loans that received a completed modification or payment deferral on or after January 1, 2023, the date Peoples adopted ASU 2022-02, through December 31, 2023, and that defaulted in the period presented.

For purposes of this disclosure, Peoples defines loans that had a payment default as loans that were 90 days or more past due following a modification through December 31, 2023.

For the Twelve Months Ended December 31, 2023

(Dollars in thousands) Term Extension Total

Commercial and industrial $ 148 $ 148

Consumer, indirect 11 11

Total loans that subsequently defaulted $ 159 $ 159

(1) Represents the sum of amortized cost and gross charge-off as of period end.

Excludes loans that liquidated either through foreclosure, deed-in-lieu of foreclosure, or a short sale.

The following table displays an aging analysis of loans that were modified on or after January 1, 2023, the date Peoples adopted ASU 2022-02, through December 31, 2023, presented by classification and class of financing receivable.

As of December 31, 2023 (a)

(Dollars in thousands) 30-59 Days Delinquent 60-89 Days Delinquent 90+ Days Delinquent Total Delinquent Current Total

Construction $ — $ 52 $ — $ 52 $ 1,590 $ 1,642

Commercial real estate — — — — 2,344 2,344

Commercial and industrial — 750 148 898 4,193 5,091

Residential real estate — — — — 91 91

Home equity lines of credit — — — — 209 209

Total loans modified (b)

$ — $ 802 $ 148 $ 950 $ 8,427 $ 9,377

(a) The table presented above excludes loans that were paid off or otherwise no longer included in the loan portfolio as of period end.

(b) Represents the amortized cost basis as of period end.

Troubled Debt Restructurings Disclosures Prior to the Adoption of ASU 2022-02

Prior to the adoption of ASU 2022-02, Peoples accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a TDR.

See “Note 1 Summary of Significant Accounting Policies” in Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for more information on our TDR policy, and “Note 1, Summary of Significant Accounting Policies” in this Form 10-K for more information on the adoption of ASU 2022-02.

The following table summarizes the loans that were modified as TDRs during the year ended December 31, 2022.

Recorded Investment (a)

(Dollars in thousands) Number of Contracts Pre-Modification Post-Modification Remaining Recorded Investment

Construction — $ — $ — $ —

Commercial real estate, other 8 1,191 1,191 1,179

9 unchanged sentences

The following table presents those loans modified into a TDR during the year that subsequently defaulted (i.e., 90 days or more past due following a modification during the year).

(Dollars in thousands) Number of Contracts Recorded Investment (a)

Impact on the Allowance for Credit Losses Number of Contracts Recorded Investment (a) Impact on the Allowance for Credit Losses

(Dollars in thousands) Number of Contracts Recorded Investment (a) Impact on the Allowance for Credit Losses

Commercial real estate, other 1 $ 65 $ —

3 unchanged sentences

Consumer, direct 1 2 —

Home equity lines of credit — — —

Total 6 $ 181 $ —

3 unchanged sentences

Allowance for Credit Losses

As discussed in “Note 1 Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements included in this Form 10-K, Peoples estimates the allowance for credit losses using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

In management’s estimation of expected credit losses, Peoples uses a one-year reasonable and supportable period across all segments.

Following the reasonable and supportable period, Peoples reverts the macroeconomic variables to their long run average over a four-quarter reversion period.

Changes in the allowance for credit losses for 2023 are summarized below:

29 unchanged sentences

(a) Amount does not include the provision for unfunded commitment liability.

During 2022, the decline in the allowance balance when compared to 2021 was driven by decreases in the allowances for individually analyzed loans, as well as changes in qualitative factors period-over-period and the use of updated prepayment speeds.

Those decreases were partially offset by loan growth and deterioration in the economic forecast.

The Vantage acquisition added $ 0.8 million in allowance for credit losses at the acquisition date for PCD loans as part of the acquisition accounting.

During 2022, the allowance established for PCD loans from the Premier Merger was adjusted, decreasing the allowance by $ 1.4 million.

During 2023, the increase in the allowance balance when compared to 2022 was driven by (i) the addition of the $ 8.1 million provision for the non-PCD loans acquired in the Limestone Merger, (ii) loan growth and (iii) an increase in charge-offs, partially offset by a release of reserves on individually analyzed loans and the use of updated loss drivers.

The Limestone Merger added $ 2.1 million in allowance for credit losses at the acquisition date for PCD loans as part of the acquisition accounting.

During 2022, the allowance established for PCD loans from the Premier Merger was adjusted, decreasing the allowance by $ 1.4 million, and the Vantage acquisition added $ 0.8 million in allowance for credit loss at the acquisition date for PCD loans as part of the acquisition accounting.

The allowance for credit losses as a percent of total loans declined from 1.13 % to 1.01 % from December 31, 2022 to December 31, 2023.

1 unchanged sentence

The allowance for unfunded commitments (also referred to as “unfunded commitment liability”) is presented in the “Accrued expenses and other liabilities” line of the Consolidated Balance Sheets.

For 2022, Peoples recorded a recovery of credit losses on unfunded commitments of $ 0.6 million, compared to a recovery for credit losses on unfunded commitments of $ 360,000 for 2021.

For 2023, Peoples recorded a recovery of credit losses on unfunded commitments of $ 0.2 million, compared to a recovery for credit losses on unfunded commitments of $ 0.6 million for 2022.

The change in the allowance for unfunded commitments is reflected in the “Provision for credit losses” line of the Consolidated Statements of Income.

13 unchanged sentences

Leases originated by Peoples, that Peoples has the positive intent and ability to hold for the foreseeable future or to maturity or payoff, are reported at the net investment of the lease, net of initial direct costs, charge-offs and an allowance for credit losses.

Peoples considers leases past due if any required principal or interest payments have not been received as of the date such payments were required to be made under the terms of the lease agreement.

Upon detection of the reduced ability of a lessee to meet cash flow obligations, leases are typically charged down to the net realizable value, with the residual balance placed on nonaccrual status.

Peoples considers leases past due if any required payments have not been received as of the date such payments were required to be made under the terms of the lease agreement.

Upon detection of the reduced ability of a lessee to meet cash flow obligations, leases are

typically charged down to the net realizable value, with the residual balance placed on nonaccrual status.

Leases deemed to be uncollectable are charged against the allowance for credit losses, while recoveries of previously charged-off amounts are credited to the allowance for credit losses.

2 unchanged sentences

The leases acquired from Vantage were determined to be sales-type leases, as the payment structure and term triggered that accounting treatment, whereby either (i) the lease is structured as a fair market value buyout, whereby the lessee has the option to purchase the leased equipment at its fair market value at maturity of the lease, or (ii) the lessee purchases the leased equipment for one dollar at maturity of the lease.

Originated leases continue to be classified as sales-type leases.

Originated leases are primarily classified as sales-type leases, and to a lesser extent, operating leases.

These leases do not typically contain residual value guarantees;

however, Peoples reduces its residual asset risk by obtaining a security deposit from the lessee.

As a lessor, Peoples originates commercial equipment leases either directly to the customer or indirectly through vendor programs.

Equipment leases consist of automotive, construction, healthcare, manufacturing, office, restaurant, and other equipment.

These sales-type leases do not typically contain residual value guarantees;

however, the risk associated with residuals is mitigated by obtaining security deposits from lessees.

Other non-interest income noted in the table below includes gains on the early termination of leases, referral fee income, and other fee income.

Lease income also includes gains and losses on residual assets.

Additional information regarding Peoples' sales-type leases can be found in "Note 4 Loans and Leases".

Equipment leases relate to automotive, construction, health care, manufacturing, office, restaurant, information technology and other equipment.

These leases include an estimated residual value, which is assessed for impairment as part of the allowance for credit losses.

Operating leases are leases that do not meet the criteria of a sales-type lease or a finance lease.

When Peoples originates an operating lease, it records an operating lease asset recognized in “Other assets” which is depreciated over its useful life.

Lease income noted in the table below includes (i) gains on the early termination of leases, net of any associated purchase accounting adjustments, (ii) month-to-month lease payments in excess of net investment in the lease, (iii) fees received for referrals, (iv) gains and losses recognized on the sales of residual assets, and (v) syndication income.

Income on operating leases is recognized on a straight-line basis in “Other non-interest income” and depreciation expense is recognized on a straight-line basis in “Other non-interest expense.” Additional information regarding Peoples’ sales-type leases can be found in “Note 4 Loans and Leases.”

The table below details Peoples’ lease income for the years ended December 31, 2023 and 2022:

1 unchanged sentence

Interest and fees on leases (a) $ 42,931 $ 34,720

Lease income 5,552 4,267

Other non-interest income 2,308 —

1 unchanged sentence

(a) Included in “Interest and fees on loans” on the Consolidated Statements of Income.

For additional

information, see "Note 4 Loans and Leases.".

For additional information, see “Note 4 Loans and Leases.”

The following table summarizes the net investments in sales-type leases, which are included in “Loans and leases, net of deferred costs” on the Consolidated Balance Sheets at December 31:

13 unchanged sentences

Lessee Arrangements

Peoples leases certain banking facilities and equipment under various agreements with original terms providing for fixed monthly payments over periods generally ranging from two to thirty years .

Peoples leases certain banking facilities and equipment under various agreements with original terms providing for fixed monthly payments over periods generally ranging from two to 25 years.

Certain leases may include options to extend or terminate the lease.

1 unchanged sentence

Certain leases contain rent escalation clauses calling for rent increases over the term of the lease, which are included in the calculation of the lease liability.

Short-term leases of certain facilities and equipment, with lease terms of 12 months or less, are recognized on a straight-line basis over the lease term.

At December 31, 2023, Peoples did not have any finance leases or any significant lessor agreements.

3 unchanged sentences

Operating lease ROU assets exclude lease incentives and nonlease components.

Short-term leases of certain facilities and equipment, with lease terms of 12 months or less, are recognized on a straight-line basis over the lease term.

Peoples does not record ROU assets or lease liabilities for such leases.

The table below details Peoples’ lease expense, which is included in “Net occupancy and equipment expense” in the Consolidated Statements of Income for the years ended December 31:

7 unchanged sentences

(Dollars in thousands) 2023 2022

Right-of-use asset:

Other assets $ 11,689 $ 6,825

5 unchanged sentences

Cash paid during the year for operating leases $ 2,990 $ 2,560

Additions for right-of-use assets obtained during the year $ 880 $ 2,482

Additions for ROU assets obtained during the year $ 4,428 $ 880

The following table summarizes the future lease payments of operating leases:

10 unchanged sentences

Goodwill, end of year $ 362,169 $ 292,397

Peoples performed a qualitative assessment of goodwill as of October 1, 2022, and management does not believe it is more likely than not that the fair value of Peoples' reporting unit is less its carrying amount.

On March 11, 2022, Peoples Insurance entered into an Asset Purchase Agreement with Elite, and consummated the acquisition on April 1, 2022.

Peoples performed a qualitative assessment of goodwill as of October 1, 2023, and management does not believe it is more likely than not that the fair value of Peoples’ reporting unit is less than its carrying amount.

As of the close of business on April 30, 2023, Peoples completed its merger with Limestone Bancorp, Inc.

(“Limestone”) pursuant to an Agreement and Plan of Merger dated October 24, 2022, at which point Limestone merged with and into Peoples, and immediately thereafter, Limestone Bank, Inc., the subsidiary bank of Limestone, merged with and into Peoples Bank (collectively, the “Limestone Merger”).

Peoples has recorded preliminary goodwill from the Limestone Merger totaling $ 68.8 million as of December 31, 2023 .

On January 3, 2023, Peoples acquired a trust and investment business, for which Peoples has recorded $ 0.6 million in goodwill as of December 31, 2023 .

On October 10, 2023, Peoples purchased the assets of an insurance business, for which $ 0.4 million in goodwill has been recorded as of December 31, 2023 .

On March 11, 2022, Peoples Insurance entered into an Asset Purchase Agreement with Elite Agency, Inc.

(“Elite”), and consummated the acquisition on April 1, 2022.

In 2022, Peoples recorded $ 2.3 million of goodwill related to this acquisition.

Peoples Bank entered into an Asset Purchase Agreement, dated March 7, 2022 with Vantage, at which point Vantage became a legal subsidiary of Peoples Bank.

Peoples recorded $ 27.2 million of goodwill related to this acquisition.

On March 7, 2022, Peoples Bank entered into an Asset Purchase Agreement with Vantage, at which point Vantage became a legal subsidiary of Peoples Bank.

In 2022, Peoples recorded $ 27.2 million of goodwill related to this acquisition.

During 2022, Peoples also recorded a $ 1.3 million reduction of the goodwill recognized in the Premier Merger due to changes in the fair value of loans acquired from Premier.

On April 1, 2021, Peoples recorded $ 24.7 million of goodwill related to the acquisition of NSL.

On May 4, 2021, Peoples Insurance recorded $ 46,000 of goodwill from the acquisition of an insurance agency.

On September 17, 2021, Peoples completed the merger with Premier, for which Peoples recorded $ 66.9 million of goodwill.

Other intangible assets

2 unchanged sentences

Gross intangibles $ 26,464 $ 37,920 $ 2,491 $ 66,875

Intangibles recorded from acquisitions (a) — 14,067 1,217 15,284

Intangibles recorded from acquisitions 27,722 — — 27,722

Accumulated amortization ( 25,670 ) ( 20,680 ) — ( 46,350 )

1 unchanged sentence

Servicing rights 1,385

Non-compete agreements (a) 371

Total other intangibles $ 50,003

Gross intangibles $ 26,464 $ 25,173 $ 1,274 $ 52,911

Intangibles recorded from acquisitions (a) 4,233 13,014 1,274 18,521

Intangibles recorded from acquisitions (b) — 14,067 1,217 15,284

Accumulated amortization ( 20,667 ) ( 15,412 ) — ( 36,079 )

2 unchanged sentences

Total other intangibles $ 33,932

(a) Peoples included in customer relationship intangibles an intangible asset related to a non-compete agreement in the

amount of $ 1.3 million and $ 0.3 million at December 31, 2022 and December 31, 2021, respectively

(a) Non-compete agreements were recognized due to acquisitions.

(b) Peoples included in customer relationship intangibles intangible assets related to a non-compete agreements in the amount of $ 1.3 million at December 31, 2022.

Peoples performed other intangible assets impairment testing as of October 1, 2023 and concluded there was no impairment in the recorded value of other intangible assets as of October 1, 2023.

During the annual impairment test, Peoples assessed qualitative factors, including relevant events and circumstances, to determine that it was more-likely-than-not that the fair value of other intangible assets exceeded the carrying value.

Other intangible assets recorded from the above-mentioned acquisitions in 2023 consisted of $ 27.7 million of core deposit intangibles related to the Limestone Merger.

Other intangible assets recorded from the above-mentioned acquisitions in 2022 were $ 10.8 million of customer relationship intangible assets, $ 1.2 million of non-compete intangible assets, and $ 1.2 million of indefinite-lived trade name intangible assets related to the Vantage acquisition.

Peoples also recorded $ 2.0 million of customer relationship intangible assets and $ 0.1 million of non-compete intangible assets related to the acquisition of Elite.

Other intangible assets recorded in 2021 included $ 12.7 million of customer relationship intangible assets related to the NSL acquisition, $ 4.2 million of core deposit intangible assets related to the Premier Merger, and $ 0.3 million of non-compete intangible assets, and $ 1.3 million of trade name intangible assets, both related to the NSL acquisition.

Refer to "Note 20 Acquisitions" for additional information.

The following table details estimated aggregate future amortization of other intangible assets at December 31, 2023:

(Dollars in thousands) Core Deposits Customer Relationships Total

(Dollars in thousands) Core Deposits Customer Relationships (a) Total

2024 $ 5,875 $ 5,310 $ 11,185

5 unchanged sentences

Total $ 28,516 $ 17,611 $ 46,127

(a) Peoples includes in customer relationship intangibles intangible assets related to a non-compete agreements.

The weighted average amortization period of other intangibles is 9.2 years.

6 unchanged sentences

Balance, end of year $ 1,385 $ 1,816 $ 2,218

For the years ended December 31, 2022 and 2021, Peoples recorded reductions of $ 12,000 and $ 149,000 , respectively, to the valuation allowance due to increases in the fair value of servicing rights.

During 2020, Peoples established a valuation allowance of $ 161,000 related to the decrease in the fair value of servicing rights to less than the carrying value.

The following is the breakdown of the discount rates and prepayment speeds of servicing rights for the years ended December 31:

18 unchanged sentences

Uninsured deposits were $ 2.0 billion and $ 1.6 billion at December 31, 2023 and 2022, respectively.

Uninsured amounts are estimated based on the portion of account balances that met or exceeded the FDIC limit of $250,000.

Uninsured amounts are estimated based on the portion of the respective customer account balances that exceeded the FDIC limit of $250,000.

Peoples pledges investment securities against certain governmental deposit accounts, which covered over $ 788.7 million of the uninsured deposit balances at December 31, 2023.

Uninsured time deposits are broken out below by time remaining until maturity.

15 unchanged sentences

Deposits from related parties were $ 14.2 million and $ 8.5 million at December 31, 2023 and 2022, respectively.

At December 31, 2022, Peoples had thirteen effective interest rate swaps, with an aggregate notional value of $ 125.0 million, of which $ 125.0 million were funded by brokered deposits.

At December 31, 2023, Peoples had eleven effective interest rate swaps, with an aggregate notional value of $ 105.0 million, of which $ 105.0 million were funded by brokered deposits.

Brokered deposits used to fund interest rate swaps are expected to be extended every 90 days through the maturity dates of the swaps.

28 unchanged sentences

Peoples’ borrowing capacity with the FHLB is based on the amount of collateral pledged and the amount of FHLB common stock owned.

Peoples had no reclassifications in 2022 and reclassified $ 15.0 million of FHLB advances from long-term borrowings to short-term borrowings in 2021, due to maturity dates of less than one year.

Peoples’ FHLB advances of $ 60.0 million and $ 55.0 million matured in 2023 and 2022, respectively.

Other short-term borrowings consisted primarily of federal funds purchased and advances from the Federal Reserve Discount Window.

Federal funds purchased are short-term borrowings from correspondent banks that typically mature within one to ninety days .

Other short-term borrowings consisted primarily of federal funds purchased and advances from the Federal Reserve Discount Window, as well as a Bank Term Funding Program (“BTFP”) loan.

Federal funds purchased are short-term borrowings from correspondent banks that typically mature within one to 90 days.

Interest on federal funds purchased is set daily by the correspondent bank based on prevailing market rates.

2 unchanged sentences

At December 31, 2023, Peoples had available Federal Reserve Discount Window credit of $ 320.7 million.

As of April 3, 2019, Peoples entered into the U.S.

Peoples also has a $ 133.0 million loan under the BTFP.

Loans with the BTFP have a term of up to one year .

As of the date of Peoples’ borrowing, the interest rate for term advances was the one-year overnight index swap rate plus 10 basis points.

On January 24, 2024, the Federal Reserve Board announced that it will cease making new loans under the BTFP on March 11, 2024 and that the rate on a borrowing may not be lower than the Interest on Reserve Balances (“IORB”) rate in effect on the day the advance is made;

the rate will be fixed for the term of the advance on the day the advance is made.

As of April 3, 2019, Peoples entered into a loan agreement (the “U.S.

Bank Loan Agreement”) with U.S.

2 unchanged sentences

(i) for working capital purposes;

(ii) to finance dividends or other distributions (other than stock dividends and stock splits) on or in respect of Peoples’ capital stock and redemptions, repurchases or other acquisitions of any of Peoples’ capital stock permitted under the U.S.

(ii) to finance dividends or other distributions

(other than stock dividends and stock splits) on or in respect of Peoples’ capital stock and redemptions, repurchases or other acquisitions of any of Peoples’ capital stock permitted under the U.S.

Bank Loan Agreement and (iii) to finance acquisitions permitted under the U.S.

3 unchanged sentences

As of December 31, 2023, Peoples was in compliance with the applicable covenants imposed by the U.S.

Bank Loan Agreement, as amended by the Fourth Amendment to the U.S.

Bank Loan Agreement, as amended by the Fifth Amendment to the U.S.

Bank Loan Agreement.

8 unchanged sentences

Vantage non-recourse borrowings 49,572 6.26 % 53,147 4.75 %

Junior subordinated debt securities 13,788 8.66 % 13,650 3.37 %

Other long-term borrowings 53,804 9.67 % 13,788 8.66 %

Long-term borrowings (a) $ 216,241 $ 101,093

(a) The average interest rates on total long-term borrowings at December 31, 2022 and December 31, 2021 were 4.27 % and 1.69 %, respectively.

(a) The weighted-average interest rate on total long-term borrowings at December 31, 2023 and December 31, 2022 was 5.89 % and 4.50 %, respectively.

Peoples continually evaluates its overall balance sheet position given the interest rate environment.

During 2023, Peoples borrowed four additional FHLB long-term borrowings, three non-callable advances for $ 60.0 million, $ 10.0 million, $ 10.0 million with fixed interest rates of 4.40 %, 4.30 %, and 4.11 %, respectively, and one callable $ 10.0 million advance with a fixed interest rate of 4.59 %.

During 2022, Peoples did not borrow any additional long-term advances from the FHLB.

14 unchanged sentences

In the event of default, the non-recourse borrowing is forgiven.

The “Junior subordinated debt securities” are comprised of two trust preferred securities assumed from two prior acquisitions.

On March 6, 2015, Peoples completed its acquisition of NB&T Financial Group, Inc.

(“NB&T”), which included a trust preferred security du e in 2037 with a $ 9 million par value and a $ 6.6 million fair value at acquisition.

Other long-term borrowings include trust preferred securities held for investments and floating rate junior subordinated deferrable interest debentures assumed from three prior acquisitions.

On March 6, 2015, Peoples completed its acquisition of NB&T Financial Group, Inc., which included a trust preferred security du e in 2037 with a $ 9.0 million par value and a $ 6.6 million fair value at acquisition.

As of December 31, 2023, this trust preferred security had a carrying value of $ 8.0 million with an interest rate of 10.06 % , inclusive of the impact of fair value adjustments.

On September 17, 2021, Peoples completed the Premier Merger, which included a trust preferred security due in 2034 with a $ 6.2 million par value and a $ 6.1 million fair value at acquisition.

As of December 31, 2022, this trust preferred security had a carrying value of $ 5.9 million and an interest rate of 7.83 %, inclusive of the impact of fair value adjustments.

These trust preferred securities are considered tier 1 capital (with certain limitations applicable) under current regulatory guidelines.

As of December 31, 2023, this trust preferred security had a carrying valu e of $ 5.9 million a nd an interest rate of 9.07 % , inclusive of the impact of fair value adjustments.

On April 30, 2023, Peoples completed the Limestone Merger, which included four trust preferred securities and junior subordinated debentures.

The details of the securities at the time of the Limestone Merger, their current carry values, and current interest rates are included in the table below, inclusive of the impact of fair value adjustments.

These trust preferred securities

and junior subordinated debentures are considered tier 1 capital (with certain limitations applicable) under current regulatory guidelines.

(Dollars in thousands) April 30, 2023 December 31, 2023

Description Maturity Year Par Value Fair Value Carrying Value

Interest Rate

Ascencia Statutory Trust I 2034 3,000 2,430 2,487 12.99 %

Porter Statutory Trust II 2034 5,000 4,050 4,145 13.00 %

Porter Statutory Trust III 2034 3,000 2,410 2,468 13.04 %

Porter Statutory Trust IV 2037 10,000 6,886 7,124 14.19 %

Floating rate junior subordinated deferrable interest debentures 2029 25,000 23,677 23,913 7.08 %

Total 46,000 39,453 40,137

At December 31, 2023, the aggregate minimum annual retirements of long-term borrowings in future periods were as follows:

15 unchanged sentences

Disbursed out of treasury stock — ( 2,983 )

Common shares purchased under repurchase program — 1,299,577

Common shares issued under dividend reinvestment plan 31,314 —

Common shares issued under compensation plan for Boards of Directors — ( 7,589 )

Common shares issued under performance unit awards — ( 6,127 )

Common shares issued under employee stock purchase plan — ( 17,093 )

Issuance of common shares related to the Premier Merger 8,589,685 —

Shares at December 31, 2021 29,814,401 1,577,359

7 unchanged sentences

Disbursed out of treasury stock — ( 3,039 )

Common shares repurchased under repurchase program — 263,183

Common shares issued under dividend reinvestment plan 43,519 —

1 unchanged sentence

Common shares issued under employee stock purchase plan — ( 18,832 )

Issuance of common shares related to the Premier Merger 8,589,685 —

Shares at December 31, 2022 29,857,920 1,643,461

11 unchanged sentences

Common shares issued under employee stock purchase plan — ( 34,392 )

Issuance of common shares related to the Limestone Merger 6,827,668 —

Shares at December 31, 2023 36,736,041 1,511,348

On January 28, 2021, Peoples' Board of Directors approved a share repurchase program authorizing Peoples to purchase up to an aggregate of $ 30.0 million of Peoples' outstanding common shares, replacing the February 27, 2020 share repurchase program which had authorized Peoples to purchase up to an aggregate of $ 40.0 million of Peoples' outstanding common shares.

Peoples purchased an aggregate of 263,183 of Peoples' outstanding common shares totaling $ 7.4 million during 2022 and did not repurchase any common shares during 2021 under the share repurchase program authorized on January 28, 2021.

On February 27, 2020, Peoples' Board of Directors authorized a share repurchase program authorizing Peoples to purchase up to an aggregate of $ 40.0 million of Peoples' outstanding common shares, replacing the then previous share repurchase program which had authorized Peoples to purchase up to an aggregate of $ 20 million of Peoples' outstanding common shares.

An aggregate of $ 6.3 million of Peoples' outstanding common shares were purchased under the then previous share repurchase program from inception through its termination date, which was February 27, 2020.

During 2020, Peoples purchased an aggregate of $ 29.3 million of Peoples' outstanding common shares, $ 843,000 of which were purchased under the then previous share repurchase program and $ 28.5 million of which were purchased under the share repurchase program authorized on February 27, 2020 and later terminated on January 28, 2021.

On January 28, 2021, Peoples’ Board of Directors approved a share repurchase program authorizing Peoples to purchase up to an aggregate of $ 30.0 million of Peoples’ outstanding common shares.

Peoples purchased an aggregate of 107,219 and 263,183 of Peoples’ outstanding common shares totaling $ 3.0 million and $ 7.4 million during 2023 and 2022, respectively.

Peoples did not repurchase any common shares during 2021 under the share repurchase program authorized on January 28, 2021.

Under its Amended Articles of Incorporation, Peoples is authorized to issue up to 50,000 preferred shares, in one or more series, having such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as determined by Peoples’ Board of Directors.

6 unchanged sentences

Total dividends declared $ 1.55 $ 1.50

Accumulated Other Comprehensive (Loss) Income

The following details the change in the components of Peoples’ accumulated other comprehensive (loss) income for the years ended December 31:

(Dollars in thousands) Unrealized Gain (Loss) on Securities Unrecognized Net Pension and Postretirement Costs Unrealized (Loss) Gain on Cash Flow Hedge Accumulated Other Comprehensive (Loss) Income

Accumulated Other Comprehensive Income (Loss)

The following details the change in the components of Peoples’ accumulated other comprehensive income (loss) for the years ended December 31:

(Dollars in thousands) Unrealized Gain (Loss) on Securities Unrecognized Net Pension and Postretirement Costs Unrealized (Loss) Gain on Cash Flow Hedge Accumulated Other Comprehensive Income (Loss)

Balance, December 31, 2020 $ 14,592 $ ( 3,872 ) $ ( 9,384 ) $ 1,336

2 unchanged sentences

Realized loss due to settlement and curtailment, net of tax — 111 — 111

Other comprehensive income (loss), net of reclassifications and tax 9,001 ( 747 ) ( 6,617 ) 1,637

Other comprehensive (loss) income, net of reclassifications and tax ( 21,208 ) 1,880 5,592 ( 13,736 )

Balance, December 31, 2021 $ ( 5,946 ) $ ( 1,881 ) $ ( 3,792 ) $ ( 11,619 )

7 unchanged sentences

Realized loss due to settlement and curtailment, net of tax — 1,858 — 1,858

Other comprehensive (loss) income, net of reclassifications and tax ( 123,997 ) 106 8,185 ( 115,706 )

Other comprehensive income (loss), net of reclassifications and tax 22,838 ( 225 ) ( 1,761 ) 20,852

Balance, December 31, 2023 $ ( 104,222 ) $ — $ 2,632 $ ( 101,590 )

Note 12 Employee Benefit Plans

Peoples sponsors a noncontributory defined benefit pension plan that covers substantially all employees hired before January 1, 2010.

Peoples sponsored a noncontributory defined benefit pension plan that covered substantially all employees hired before January 1, 2010.

The plan provides retirement benefits based on an employee’s years of service and compensation.

1 unchanged sentence

For employees hired on or after January 1, 2003, the amount of postretirement benefit is based on 2 % of the employee’s annual compensation during the years 2003 through 2009 plus accrued interest.

Effective January 1, 2010, the pension plan was closed to new entrants.

Effective March 1, 2011, the accrual of pension plan benefits for all participants was frozen.

Peoples recognized this freeze as a curtailment as of December 31, 2010 and March 1, 2011, under the terms of the pension plan.

Effective July 1, 2013, a participant in the pension plan who is employed by Peoples may elect to receive or to commence receiving such person's retirement benefits as of the later of such person's normal retirement date or the first day of the month first following the date such person makes an election to receive his or her retirement benefits.

Peoples also provides post-retirement health and life insurance benefits to former employees and directors.

Only those individuals who retired before January 27, 2012 were eligible for life insurance benefits.

As of January 1, 2011, all retirees who desire to participate in the Peoples Bank medical plan do so by electing COBRA, which provides up to 18 months of coverage;

retirees over the age of 65 also have the option to pay to participate in a group Medicare supplemental plan.

Peoples only pays 100 % of the cost for those individuals who retired before January 1, 1993.

For all others, the retiree is responsible for most, if not all, of the cost of the health benefits.

Peoples’ policy is to fund the cost of the benefits as they arise.

The following tables provide a reconciliation of the changes in the benefit obligations and fair value of assets of the plans for the years ended December 31, 2022 and 2021, and a statement of the funded status at December 31, 2022 and 2021:

Pension Benefits Post-retirement Benefits

(Dollars in thousands) 2022 2021 2022 2021

Change in benefit obligation:

Obligation at January 1 $ 10,463 $ 12,310 $ 62 $ 71

Interest cost 280 259 1 2

Plan participants’ contributions — — 47 51

Actuarial (gain) loss ( 2,359 ) ( 1,367 ) ( 2 ) 1

Benefit payments ( 257 ) ( 220 ) ( 58 ) ( 63 )

Settlements ( 546 ) ( 519 ) — —

Accumulated benefit obligation at December 31 $ 7,581 $ 10,463 $ 50 $ 62

Change in plan assets:

Fair value of plan assets at January 1 $ 11,718 $ 10,852 $ — $ —

Actual (loss) return on plan assets ( 1,746 ) 1,605 — —

Employer contributions 2 — 11 12

Plan participants’ contributions — — 47 51

Benefit payments ( 257 ) ( 220 ) ( 58 ) ( 63 )

Settlements ( 546 ) ( 519 ) — —

Fair value of plan assets at December 31 $ 9,171 $ 11,718 $ — $ —

Funded status at December 31 $ 1,590 $ 1,255 $ ( 50 ) $ ( 62 )

Amounts recognized in Consolidated Balance Sheets:

Prepaid benefit costs $ 1,590 $ 1,255 $ — $ —

Accrued benefit liability $ — $ — $ ( 50 ) $ ( 62 )

Net amount recognized $ 1,590 $ 1,255 $ ( 50 ) $ ( 62 )

Amounts recognized in Accumulated Other Comprehensive Loss:

Unrecognized prior service cost $ — $ — $ — $ —

Unrecognized net loss (gain) 1,681 1,861 ( 48 ) ( 37 )

Total $ 1,681 $ 1,861 $ ( 48 ) $ ( 37 )

Weighted-average assumptions at year-end:

Discount rate 4.98 % 2.71 % 4.98 % 2.71 %

The estimated costs relating to Peoples’ pension benefits that will be amortized from AOCI into net periodic cost over the next fiscal year are $ 11,000 .

Net Periodic (Benefit) Cost

The following table details the components of the net periodic (benefit) cost for the plans at December 31:

Pension Benefits Post-retirement Benefits

(Dollars in thousands) 2022 2021 2020 2022 2021 2020

Interest cost $ 280 $ 259 $ 326 $ 1 $ 2 $ 2

Expected return on plan assets ( 670 ) ( 658 ) ( 747 ) — — —

Amortization of prior service credit — — — — — —

Amortization of net loss (gain) 67 107 132 ( 4 ) ( 4 ) ( 5 )

Settlement of benefit obligation 185 143 1,054 — — —

Net periodic (benefit) cost $ ( 138 ) $ ( 149 ) $ 765 $ ( 3 ) $ ( 2 ) $ ( 3 )

Weighted-average assumptions:

Discount rate 3.14 % 2.44 % 2.53 % 2.71 % 2.38 % 3.12 %

Expected return on plan assets 7.00 % 7.00 % 7.50 % N/A N/A N/A

Rate of compensation increase N/A N/A N/A N/A N/A N/A

For measurement purposes, a 4.5 % annual rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) was assumed for 2022 and grade down to an ultimate rate of 4.0 % in 2070.

The health care trend rate assumption does not have a significant effect on the contributory defined benefit postretirement plan;

therefore, an one percentage point increase or decrease in the trend rate is not material in the determination of the accumulated postretirement benefit obligation or the ongoing expense.

Under US GAAP, Peoples is required to recognize a settlement gain or loss when the aggregate amount of lump-sum distributions to participants equals or exceeds the sum of the service and interest cost components of the net periodic pension cost.

The amount of settlement gain or loss recognized is the pro rata amount of the unrealized gain or loss existing immediately prior to the settlement.

In general, both the projected benefit obligation and the fair value of plan assets are required to be remeasured in order to determine the settlement gain or loss.

There were $ 185,000 in settlement charges recorded in 2022, compared to $ 143,000 recorded in 2021, and $ 1.1 million recorded in 2020.

Determination of Expected Long-term Rate of Return

The expected long-term rate of return on the pension plan's total assets is based on a weighted average of the expected return of each category of the pension plan's assets.

Peoples' investment strategy for the pension plan's assets continues to allocate 60 %- 75 % to equity securities.

Peoples' investment strategy, as established by Peoples' Retirement Plan Committee, is to invest assets of the pension plan based upon established target allocations, which include a target range of 60 - 75 % allocation in equity securities, 20 - 43 % in debt securities and 2 - 10 % of other investments.

The assets are reallocated periodically to meet the target allocations.

The investment policy is reviewed periodically, under the advisement of a certified investment advisor, to determine if the policy should be changed.

The following table provides the fair values of investments held in Peoples' pension plan at December 31, by major asset category:

(Dollars in thousands) Fair Value Quoted Prices in Active Markets for Identical Assets

Equity securities:

Mutual funds – equity

$ 6,357 $ 6,357

Debt securities:

Mutual funds – taxable income

Total fair value of pension assets $ 8,796 $ 8,796

Equity securities:

Mutual funds – equity

$ 8,516 $ 8,516

Debt securities:

Mutual funds – taxable income

Total fair value of pension assets $ 11,428 $ 11,428

Pension plan assets also included cash and cash equivalents of $ 375,000 and no accrued income at December 31, 2022.

Cash and cash equivalents were $ 284,000 and accrued income was $ 1,000 at December 31, 2021.

For further information regarding levels of input used to measure fair value, refer to "Note 2 Fair Value of Financial Instruments."

Equity securities held as investments in Peoples' pension plan did not include any securities of Peoples or related parties in 2022 or 2021.

Peoples does not expect to make contributions to its pension plan in 2023;

however, actual contributions are made at the discretion of the Retirement Plan Committee and Peoples' Board of Directors.

Estimated future benefit payments, which reflect benefits attributable to estimated future service, for the years ending December 31 are as follows:

(Dollars in thousands) Pension Benefits Post-retirement Benefits

2023 $ 1,082 $ 10

2028 to 2032 2,780 16

Total $ 6,812 $ 54

During the third quarter of 2023, Peoples terminated its pension plan by settling the remaining benefit obligation of $ 7.7 million.

The pension plan had been closed to new entrants since January 1, 2010.

Peoples recorded a settlement charge of $ 2.4 million in the third quarter of 2023 in relation to the termination of the pension plan.

Peoples does not anticipate further expenses related to the termination.

Retirement Savings Plan

1 unchanged sentence

The plan provides participants with the opportunity to save for retirement on a tax-deferred basis.

From January 1, 2011, until December 31, 2019, matching contributions equaled 100 % of participants' contributions that did not exceed 3 % of the participants' compensation, plus 50 % of participants' contributions between 3 % and 5 % of the participants' compensation.

Beginning January 1, 2020, Peoples matched 100 % of participants' contributions that did not exceed 4 % of the participants' compensation, plus 50 % of participants' contributions between 4 % and 6 % of the participants' compensation.

As of January 1, 2021, Peoples began matching 100 % of participants' contributions up to 6 % of the participants' compensation.

As of January 1, 2021, Peoples matches 100 % of participants’ contributions up to 6 % of the participants’ compensation.

Matching contributions made by Peoples totaled $ 5.4 million in 2023, $ 4.4 million in 2022 and $ 3.5 million in 2021.

1 unchanged sentence

The reported income tax expense and effective tax rate in the Consolidated Statements of Income differ from the amounts computed by applying the statutory federal corporate income tax rate as follows for the years ended December 31:

(Dollars in thousands) 2022 2021 2020

Amount Rate Amount Rate Amount Rate

2023 2022 2021

(Dollars in thousands) Amount Rate Amount Rate Amount Rate

Income tax computed at statutory federal corporate income tax rate $ 30,476 21.0 % $ 27,015 21.0 % $ 11,954 21.0 %

14 unchanged sentences

Current income tax expense $ 32,001 $ 8,783 $ 6,541

Deferred income tax expense (benefit) 18,566 2,874 ( 8,101 )

Deferred income tax (benefit) expense ( 238 ) 18,566 2,874

Income tax expense $ 31,763 $ 27,349 $ 9,415

8 unchanged sentences

Net operating loss carryforward 11,367 158

Tax credit investments — 1,096

Derivative instruments — 1,088

Purchase accounting adjustments 1,920 —

Other 1,622 899

12 unchanged sentences

Net deferred tax asset $ 47,371 $ 28,051

At December 31, 2022, Peoples had $ 2.2 million of state net operating loss carryforwards which are unlikely to be utilized, resulting in a valuation allowance against the net tax benefit of approximately $ 158,000 .

At December 31, 2023, Peoples had approximately $ 52 million of federal net operating loss carryforwards and $ 208,000 of federal tax credit carryforwards, the annual utilization of which are subject to limitation under IRC sections 382 and 383, respectively.

Peoples has recorded a deferred tax asset only for the portion of these net operating loss and tax credit carryforwards it is able to, and expects to, utilize under these limitations.

At December 31, 2023, Peoples had approximately $ 9.5 million of state net operating loss carryforwards, the annual utilization of which are subject to limitation under applicable state tax law.

Peoples expects to fully utilize $ 7.3 million of these state net operating loss carryforwards.

However, $ 2.2 million of state net operating loss carryforwards are unlikely to be utilized, resulting in a valuation allowance against the net tax benefit of approximately $ 158,000 .

The federal income tax benefit from sales of investment securities was $ 777,000 in 2023, $ 13,000 in 2022, and $ 181,000 in 2021.

26 unchanged sentences

Anti-dilutive common shares excluded from calculation:

Restricted shares — 275 64,145

Restricted common shares 9,123 — 275

Note 15 Derivative Financial Instruments

16 unchanged sentences

These interest rate swaps were designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for Peoples making fixed payments.

At December 31, 2022, Peoples had entered into thirteen interest rate swaps with an aggregate notional value of $ 125.0 million.

Peoples will pay a fixed rate of interest for up to ten years while receiving a floating rate component of interest equal to the three-month LIBOR rate.

At December 31, 2023, Peoples had entered into eleven interest rate swaps with an aggregate notional value of $ 105.0 million.

Peoples will pay a fixed rate of interest for up to ten years while receiving a floating rate component of interest equal to the three-month SOFR rate.

The interest received on the floating rate component is intended to offset the interest paid on rolling three-month brokered deposits which will continue to be rolled through the life of the swaps.

At December 31, 2023, the interest rate swaps were designated as cash flow hedges of $ 105.0 million in brokered deposits, which are expected to be extended every 90 days through the maturity dates of the swaps.

For derivative financial instruments designated as cash flow hedges and assessed as effective, the changes in the fair value of each derivative financial instrument is reported in AOCI (outside of earnings), net of tax, and are reclassified to interest expense as interest payments are made or received on Peoples' variable-rate liabilities.

For derivative financial instruments designated as cash flow hedges and assessed as effective, the changes in the fair value of each derivative financial instrument is reported in AOCL (outside of earnings), net of tax, and are reclassified to interest expense as interest payments are made or received on Peoples’ variable-rate liabilities.

Peoples assesses the effectiveness of each hedging relationship by

comparing the changes in cash flows of the hedging derivative financial instrument with the changes in cash flows of the designated hedged transaction.

The reset dates and the payment dates on the 90-day advances or brokered deposits are matched to the reset dates and payment dates on the receipt of the three-month LIBOR floating portion of the swaps to ensure effectiveness of the cash flow hedge.

The reset dates and the payment dates on the 90-day advances or brokered deposits are matched to the reset dates and payment dates on the receipt of the three-month SOFR floating portion of the swaps to ensure effectiveness of the cash flow hedge.

During the years ended December 31, 2023 and December 31, 2022, Peoples had reclassifications of changes in fair value to interest expense of $ 0.3 million and $ 0.8 million, respectively.

5 unchanged sentences

Weighted average maturity 2.0 years 2.6 years

Pre-tax changes in fair value included in AOCI 5,727 ( 4,879 )

The following table presents changes in fair value recorded in AOCI and in the Consolidated Statements of Income related to the cash flow hedges for the years ended December 31:

Pre-tax changes in fair value included in AOCL 3,434 5,727

The following table presents changes in fair value recorded in AOCL and in the Consolidated Statements of Income related to the cash flow hedges for the years ended December 31:

(Dollars in thousands)

Amount of income recognized in AOCI, pre-tax $ 10,606 $ 6,999

Amount of income recognized in AOCL, pre-tax $ ( 2,293 ) $ 10,606

The following table reflects the cash flow hedges, which were included in the Consolidated Balance Sheets at fair value, at December 31:

4 unchanged sentences

Total included in “Other assets” $ 105,000 $ 3,314 $ 125,000 $ 5,594

Included in "Accrued expenses and other liabilities":

Interest rate swaps related to debt $ — $ — $ 125,000 $ 5,020

Total included in "Accrued expenses and other liabilities" $ — $ — $ 125,000 $ 5,020

Non-Designated Hedges

18 unchanged sentences

When the fair value of Peoples’ interest rate swaps are in a net liability position, Peoples must pledge collateral, and, when the fair value of Peoples’ interest rate swaps are in a net asset position, the respective counterparties must pledge collateral.

At each of December 31, 2022 and December 31, 2021, Peoples had no cash pledged while the counterparties had pledged $ 20.9 million at December 31, 2022 and none at December 31, 2021.

At December 31, 2022 and December 31, 2021, Peoples had zero and $ 28.1 million, respectively, in investment securities pledged, while counterparties had $ 2.5 million of investment securities pledged at December 31, 2022 and none pledged at December 31, 2021.

Investment securities pledged are included in "Available-for-sale investment securities" and "Held-to-maturity investment securities" on the Consolidated Balance Sheets.

At each of December 31, 2023 and December 31, 2022, Peoples had no cash pledged while the counterparties had pledged $ 12.8 million at December 31, 2023 and $ 20.9 million at December 31, 2022.

At December 31,

2023 and December 31, 2022, Peoples had no investment securities pledged, while counterparties had $ 2.2 million of investment securities pledged at December 31, 2023 and $ 2.5 million pledged at December 31, 2022.

Note 16 Off-Balance Sheet Risk

19 unchanged sentences

Federal Reserve Board Requirements

Peoples Bank is required to maintain a minimum level of reserves, consisting of cash on hand and non-interest-bearing balances with the FRB of Cleveland, based on the amount of total deposits.

Peoples Bank is required to maintain a minimum level of reserves, consisting of cash on hand and non-interest-bearing balances with the FRB, based on the amount of total deposits.

Average required reserve balances were $ 0 and $ 0 in 2023 and 2022, respectively.

35 unchanged sentences

Net Risk-Weighted Assets $ 6,630,945 $ 5,071,240

(Dollars in thousands) Amount Ratio Amount Ratio

Common Equity Tier 1 (a)

22 unchanged sentences

Under the Peoples Bancorp Inc.

Third Amended and Restated 2006 Equity Plan (the "2006 Equity Plan"), Peoples may grant, among other awards, nonqualified stock options, incentive stock options, restricted common share awards, stock appreciation rights, performance units and unrestricted common share awards to employees and non-employee directors.

Fourth Amended and Restated 2006 Equity Plan (the “2006 Equity Plan”), Peoples may grant, among other awards, nonqualified stock options, incentive stock options, restricted common share awards, stock appreciation rights, performance units and unrestricted common share awards to employees and non-employee directors.

The total number of common shares available under the 2006 Equity Plan is 1,493,297 .

1 unchanged sentence

Since February 2009, Peoples has granted restricted common shares to employees, and periodically to non-employee directors, subject to the terms and conditions prescribed by the 2006 Equity Plan.

Additionally, in 2017, Peoples granted performance units to certain officers.

In general, common shares issued in connection with stock-based awards are issued from treasury shares to the extent available.

17 unchanged sentences

Stock-Based Compensation

Peoples recognizes stock-based compensation expense, which is included as a component of Peoples’ salaries and employee benefit costs, for restricted common shares and performance unit awards, as well as purchases made by participants in the employee stock purchase plan.

Peoples recognizes stock-based compensation expense, which is included as a component of Peoples’ salaries and employee benefit costs, for restricted common shares, as well as purchases made by participants in the employee stock purchase plan.

For restricted common shares, Peoples recognizes stock-based compensation based on the estimated fair value of the awards expected to vest on the grant date.

The estimated fair value is then expensed over the vesting period, which is normally three years .

For performance unit awards, Peoples recognizes stock-based compensation, over the performance period, based on the portion of the awards that is expected to vest based on the expected level of achievement of the established performance goals.

Peoples also has an employee stock purchase plan whereby employees can purchase Peoples’ common shares at a discount of up to 15 %.

4 unchanged sentences

Employee stock purchase plan expense 140 112 79

Performance stock unit benefit — — ( 12 )

Total employee stock-based compensation expense 5,477 3,819 3,515

42 unchanged sentences

Additional deferred income — 411

Receipt of income previously receivable ( 750 ) —

Recognition of income previously deferred — ( 269 )

3 unchanged sentences

Note 20 Acquisitions

Elite Agency, Inc

On April 1, 2022, Peoples Insurance acquired substantially all of the assets and rights of an insurance agency with five locations in eastern Kentucky and certain rights to related customer accounts, which were previously developed and maintained by Elite, pursuant to an Asset Purchase Agreement between Peoples Insurance and Elite.

Total consideration for this transaction was $ 4.4 million.

Peoples recognized intangibles of $ 2.1 million, primarily comprised of a customer relationship intangible.

Vantage Financial, LLC

On March 7, 2022, Peoples Bank purchased 100 % of the equity of Vantage, a nationwide provider of equipment financing headquartered in Excelsior, Minnesota.

Peoples Bank acquired assets comprising Vantage's lease business, including $ 154.9 million in leases and certain third-party debt in the amount of $ 106.9 million.

Under the terms of the agreement, Peoples Bank paid cash consideration of $ 54.0 million, and also repaid $ 28.9 million in recourse debt on behalf of Vantage, for total consideration of $ 82.9 million.

Vantage offers mid-ticket equipment leases, primarily for business essential information technology equipment across a wide-array of industries.

Peoples recorded acquisition-related expenses of $ 1.6 million related to the Vantage acquisition, which included $ 1.3 million in professional fees.

The following table provides the purchase price calculation as of the date of the acquisition of Vantage, and the assets acquired and liabilities assumed at their estimated fair values.

Limestone Bancorp, Inc.

As of the close of business on April 30, 2023, Peoples completed the Limestone Merger.

In connection with the Limestone Merger, Limestone Bank, Inc., which operated 20 branches in Kentucky, merged into Peoples Bank.

As consideration in the Limestone Merger, Limestone shareholders were paid 0.90 common shares of Peoples for each full share of Limestone that was

owned at the merger date, resulting in the issuance of 6,827,668 common shares by Peoples, or aggregate consideration of $ 177.9 million.

Peoples accounted for this transaction as a business combination under the acquisition method.

Peoples recorded acquisition-related expenses related to the Limestone Merger, which included $ 16.9 million in non-interest expense for the year ended December 31, 2023.

During 2023, acquisition-related non-interest expenses consisted of $ 6.0 million in professional fees, $ 5.9 million in salaries and employee benefit costs, $ 2.9 million in other non-interest expense, $ 1.8 million in data processing and software expense, and $ 0.3 million in various other non-interest expense line items.

The other non-interest expenses were primarily due to $ 1.8 million of early contract termination fees on Limestone contracts driven by the system conversions, which took place in the third quarter of 2023.

The following table provides the purchase price calculation as of the date of the Limestone Merger, and the assets acquired and liabilities assumed at their estimated fair values.

The estimated fair values below are subject to adjustment for up to one year after April 30, 2023, which include, but are not limited to, loans, including the designation of PCD loans, deferred tax assets and liabilities, and certain other assets and other liabilities.

(Dollars in thousands) Fair Value

Total purchase price $ 177,931

Net assets at fair value

Cash and due from banks $ 1,444

Leases 155,726

Allowance for credit losses (on PCD leases) ( 801 )

Net leases 154,925

Bank premises and equipment 116

Other intangible assets 13,207

Other assets 1,506

Total assets $ 171,198

Borrowings $ 106,919

Accrued expenses and other liabilities 8,550

Total liabilities $ 115,469

Net assets $ 55,729

Goodwill $ 27,164

The goodwill recorded in connection with the Vantage acquisition is related to expected synergies to be gained from the combination of Vantage with Peoples' operations.

The employees retained from the Vantage acquisition should allow Peoples to continue to grow the lease portfolio, along with Peoples' resources, and should benefit Peoples in future periods.

During Peoples' evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill.

Peoples recorded other intangible assets, which included a customer relationship intangible, a trade-name intangible and non-compete agreements related to this transaction.

The following table details the fair value adjustment for acquired PCD leases as of the acquisition date:

(Dollars in thousands) Par Value Allowance for Credit Losses Non-Credit Premium Fair Value

Leases $ 3,412 $ ( 801 ) $ 1,120 $ 3,731

Fair value $ 3,412 $ ( 801 ) $ 1,120 $ 3,731

Premier Financial Bancorp, Inc.

On September 17, 2021, Peoples completed its merger with Premier.

Premier merged into Peoples, and Premier’s wholly-owned subsidiaries, Premier Bank, Inc., and Citizens Deposit Bank and Trust, Inc., which combined operated 48 branches in Kentucky, Maryland, Ohio, Virginia, West Virginia and Washington, D.C., merged into Peoples’ wholly-owned subsidiary, Peoples Bank.

As consideration, Premier shareholders were paid 0.58 common shares of Peoples for each full common share of Premier that was owned at the acquisition date, resulting in the issuance of 8,589,685 common shares by Peoples, or $ 261.9 million.

Peoples accounted for this

transaction as a business combination under the acquisition method.

Peoples completed the Premier Merger in an effort to diversify and expand its franchise, and further enhance its size and scale.

Peoples believes the growth potential, and attractive market areas will benefit its future financial performance.

Peoples recorded acquisition-related expenses of $ 0.7 million related to the Premier Merger during 2022, which included $ 0.2 million in professional fees.

The following table provides the purchase price calculation as of the date of the Premier Merger, and the assets acquired and liabilities assumed at their estimated fair values.

(Dollars in thousands) Unpaid Principal Balance Fair Value

Premier common shares 14,811,200

Number of common shares of Peoples issued for each common share of Premier 0.58

Price per Peoples common share, based at closing date $ 30.49

Common share consideration 261,899

Cash paid in lieu of fractional common shares 25

Total consideration $ 261,924

Net assets at fair value

Cash and due from banks $ 248,360

Cash and balances due from banks 6,422

Interest-bearing deposits in other banks 87,115

Total cash and cash equivalents 93,537

Available-for-sale investment securities 551,953

Available-for-sale investment securities, at fair value 166,944

Other investment securities 5,716

Total investment securities 172,660

Construction 97,262 96,025

Commercial real estate, other 544,950 534,869

Commercial and industrial 132,293 131,979

Residential real estate 332,269 331,544

Home equity lines of credit 46,969 45,910

Consumer 20,961 21,513

Total loans 1,174,704 1,161,840

Loans and leases 1,077,929

Allowance for credit losses (on PCD loans) ( 2,051 )

Net loans 1,075,878

Bank premises and equipment 30,098

Bank premises and equipment, net of accumulated depreciation 17,690

Bank owned life insurance 31,343

Other intangible assets 27,722

(Dollars in thousands) Unpaid Principal Balance Fair Value

Other assets 36,874

9 unchanged sentences

Goodwill $ 68,831

The recorded goodwill associated with the Premier Merger is related to expected synergies and operational efficiencies to be gained from the combination of Premier with Peoples' operations.

None of the goodwill associated with the Premier Merger is expected to be deductible for tax purposes.

The geographic locations of Premier will allow Peoples to continue to grow the loan and deposit portfolios, while also increasing Peoples' ability to penetrate the new markets with wealth management and insurance services, which should benefit Peoples in future periods.

Additional information regarding other intangibles recognized in the acquisition can be found in "Note 7 Goodwill and Other Intangible Assets."

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

Cash and Cash Equivalents:

The carrying amount for cash and due from banks is a reasonable estimate of fair value.

Investment Securities:

Fair values for investment securities are based on quoted market prices, where available.

If quoted market prices are not available, fair value estimates are based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the market.

In the absence of observable inputs, fair value is estimated based on pricing models and/or discounted cash flow methodologies.

Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan, related collateral, classification status, fixed or variable interest rate, term, amortization status and current discount rates.

Loans were grouped together according to similar characteristics when applying various valuation techniques.

The discount rates used for loans were based on current market rates at the acquisition date for new originations for comparable loans and included adjustments for liquidity.

The discount rates did not include a factor for credit losses as that had been included as a reduction to the estimated cash flows.

Fair values for loans that were individually assessed were based on third-party valuations.

Bank Premises and Equipment:

The fair values of premises were based on a market approach, with third-party appraisals and broker opinions of value obtained for land, office and branch space.

The fair values of OREO were based on a market approach, with third-party appraisals and broker opinions of value obtained for land and buildings.

Customer Deposit Intangible:

The customer deposit intangible represented the low cost of funding acquired core deposits provide relative to a marginal cost of funds.

The fair value was estimated based on a discounted cash flow methodology that gave consideration to expected customer attrition rates, the net maintenance cost of the deposit base, the alternative cost of funds, and the interest costs associated with customer deposits.

The customer deposit intangible is being amortized over 10 years based upon the period over which estimated economic benefits are estimated to be received.

The fair values used for the demand and savings deposits equaled the amount payable on demand at the acquisition date.

The fair values for time deposits were estimated using a discounted cash flow calculation that applied interest rates being offered at the acquisition date to the contractual interest rates on such time deposits.

Short-term borrowings consisted of overnight repurchase agreements, and given their short-term nature book value approximated fair value.

The fair values of long-term borrowings, including trust preferred securities, were estimated

using discounted cash flow analyses, based on incremental borrowing rates at acquisition date for similar types of instruments.

Loans acquired by Peoples in a business combination that have evidence of more than insignificant credit deterioration, which includes loans that Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered PCD loans.

The goodwill recorded in connection with the Limestone Merger is related to expected synergies to be gained from the combination of Limestone with Peoples’ operations.

The employees retained from the Limestone Merger and the geographic locations of Limestone should allow Peoples to continue to grow its loan and deposit portfolios while also increasing Peoples’ ability to penetrate the new markets, which should benefit Peoples in future periods.

During Peoples’ evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill.

Peoples recorded a core deposit intangible asset in other intangible assets related to the Limestone Merger.

The estimated fair values presented in the above table reflect additional information that was obtained during the three months ended December 31, 2023, which resulted in changes to certain fair value estimates made as of the date of the Limestone Merger.

Adjustments to acquisition date estimated fair values are recorded during the period in which they occur and, as a result, previously recorded results have changed.

The below table reflects the changes in the estimated fair value as they impact goodwill at December 31, 2023:

(Dollars in thousands) Fair Value

Loans ( 2,051 )

Allowance for credit losses (on PCD loans) ( 890 )

Net loans ( 2,941 )

Other assets 1,949

Total assets ( 992 )

Long-term borrowings 5,709

Total liabilities 5,709

Net assets ( 6,701 )

Goodwill $ 6,701

Loans acquired by Peoples in a business combination that have evidence of more than insignificant credit deterioration, which includes loans as to which Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered “purchased credit deteriorated” (or “PCD”) loans.

Acquired PCD loans are reported net of the unamortized fair value adjustment.

2 unchanged sentences

(Dollars in thousands) Par Value Allowance for Credit Losses Non-Credit (Discount) Premium Fair Value

Construction $ 20,143 $ ( 2,005 ) $ ( 214 ) $ 17,924

Commercial real estate, other $ 30,907 $ ( 1,340 ) $ ( 2,160 ) $ 27,407

4 unchanged sentences

Fair value $ 55,504 $ ( 2,051 ) $ ( 3,451 ) $ 50,002

NS Leasing, LLC

Peoples Bank entered into an Asset Purchase Agreement, dated March 24, 2021 with NSL, which is headquartered in Burlington, Vermont, and does business as “North Star Leasing”.

The transaction closed after the end of business on March 31, 2021 and Peoples Bank began operating the acquired business as a division of Peoples Bank on April 1, 2021.

Peoples Bank acquired assets comprising NSL’s equipment finance business and assumed from NSL certain specified liabilities for total cash consideration of $ 116.5 million, plus a potential earnout payment to NSL of up to $ 3.1 million.

Peoples Bank acquired $ 83.3 million in leases and satisfied, on behalf of NSL, certain third-party debt in the amount of $ 69.1 million.

NSL underwrites, originates and services equipment leases and equipment financing agreements to businesses throughout the U.S.

Peoples recorded goodwill in the amount of $ 24.7 million and other intangibles of $ 14.0 million, which included a customer relationship intangible, trade name intangible and non-compete agreements related to this transaction.

Peoples also recorded and paid an earn-out provision of approximately $ 3.0 million.

Peoples accounted for this transaction as a business combination under the acquisition method.

The recorded goodwill associated with the NSL acquisition is related to expected synergies and operational efficiencies to be gained from the combination of NSL with Peoples' operations.

The employees retained from the NSL acquisition should allow Peoples to continue to grow the lease portfolio, along with Peoples' resources, and should benefit Peoples in future periods.

During Peoples' evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill.

The following table provides the purchase price calculation as of the date of acquisition for NSL and the assets acquired and liabilities assumed at their estimated fair values.

(Dollars in thousands)

Total purchase price (a) $ 118,846

Peoples’ operating results for the twelve months ended December 31, 2023 include the operating results of the acquired assets and assumed liabilities of Limestone subsequent to the Limestone Merger.

Due to the timing of the acquisition closing and the conversion of Limestone systems, as well as other streamlining and integration of the operating activities into those of Peoples, historical reporting for the former Limestone operations is impracticable and the separate disclosures of revenue from the assets acquired and income before income taxes is impracticable for the periods subsequent to the acquisition.

The following table presents unaudited pro forma information as if the Limestone Merger had occurred on January 1, 2022.

The pro forma adjustments include any changes in interest income due to the accretion of discounts, or amortization of premiums, associated with the fair value adjustments to acquired loans, interest-bearing deposits, long-term borrowings and customer deposit intangibles that would have resulted had the assets and liabilities been acquired as of January 1, 2022.

The pro forma information excludes Peoples’ acquisition-related expenses as described above as well as a provision of credit losses of $ 8.1 million recorded to establish an allowance for credit losses for non-PCD loans relating to the acquired loans.

The pro forma information reflects the adoption of the current expected credit loss (“CECL”) accounting standard by Limestone as of January 1, 2023.

The pro forma information does not necessarily reflect the results of operations that would have occurred had Peoples acquired Limestone on January 1, 2022.

Additionally, cost savings and other business synergies related to the acquisition are not reflected in the pro forma amounts.

Unaudited Pro Forma For

Twelve months ended

(Dollars in thousands) December 31, 2023 December 31, 2022

Net interest income $ 351,164 $ 317,226

Non-interest income 87,890 87,713

Net income 130,153 127,023

Elite Agency, Inc

Total consideration for this transaction was $ 4.4 million.

Peoples recognized intangibles of $ 2.1 million, primarily comprised of a customer relationship intangible.

Vantage Financial, LLC

On March 7, 2022, Peoples Bank purchased 100 % of the equity of Vantage, a nationwide provider of equipment financing headquartered in Excelsior, Minnesota.

Peoples Bank acquired assets comprising Vantage’s lease business, including $ 154.9 million in leases and certain third-party debt in the amount of $ 106.9 million.

Vantage offers mid-ticket equipment leases, primarily for business essential information technology equipment across a wide-array of industries.

Peoples recorded acquisition-related expenses during 2023 of $ 46,000 related to the Vantage acquisition, which consisted of professional fees.

Peoples recorded acquisition-related expenses during 2022 of $ 1.6 million related to the Vantage acquisition, which included $ 1.3 million in professional fees.

The following table provides the purchase price calculation as of the date of the acquisition of Vantage, and the assets acquired and liabilities assumed at their estimated fair values.

(Dollars in thousands) Fair Value

Total purchase price $ 82,893

Net assets at fair value

Cash and due from banks $ 1,444

Leases 155,726

Allowance for credit losses (on PCD leases) ( 801 )

Net leases 154,925

Bank premises and equipment, net of accumulated depreciation 470

Bank premises and equipment 116

Other intangible assets 13,207

Other assets 1,506

(Dollars in thousands) Fair Value

Total assets $ 171,198

Borrowings $ 106,919

Accrued expenses and other liabilities 8,550

2 unchanged sentences

Goodwill $ 27,164

(a) Includes estimated contingent consideration related to the bonus earn-out provision of $ 2.3 million.

Peoples recorded an additional $ 0.7 million in non-interest expense in 2021 related to an update to the estimated earn-out provision.

Leases acquired by Peoples in a business combination that have evidence of more than insignificant credit deterioration, which includes leases that Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered PCD leases.

These leases are recorded at the purchase price, and an allowance for credit losses is determined using the same methodology as for other leases.

Acquired PCD leases are reported net of the unamortized fair value adjustment.

The goodwill recorded in connection with the Vantage acquisition is related to expected synergies to be gained from the combination of Vantage with Peoples’ operations.

The employees retained from the Vantage acquisition should allow Peoples to continue to grow the lease portfolio, along with Peoples’ resources, and should benefit Peoples in future periods.

During Peoples’ evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill.

Peoples recorded other intangible assets, which included a customer relationship intangible, a trade-name intangible and non-compete agreements related to this transaction.

The following table details the fair value adjustment for acquired PCD leases as of the acquisition date:

(Dollars in thousands) NSL

Par value $ 5,248

Allowance for credit losses ( 493 )

Non-credit premium 85

(Dollars in thousands) Par Value Allowance for Credit Losses Non-Credit Premium Fair Value

Leases $ 3,412 $ ( 801 ) $ 1,120 $ 3,731

Fair value $ 3,412 $ ( 801 ) $ 1,120 $ 3,731

Peoples recorded acquisition-related expenses related to the NSL acquisition during 2022 of $ 90,000 .

Note 21 Parent Company Only Financial Information

12 unchanged sentences

Dividends payable 938 781

Mandatorily redeemable capital securities of subsidiary trusts 16,268 16,130

Mandatorily redeemable capital securities of subsidiary trusts and junior subordinated debentures 62,271 16,268

Total liabilities 66,551 20,385

13 unchanged sentences

Applicable income tax expense ( 3,296 ) ( 1,979 ) ( 1,295 )

Equity in (excess dividends from) undistributed earnings of subsidiaries 54,076 22,782 ( 8,259 )

Equity in undistributed earnings of subsidiaries 75,887 54,076 22,782

Net income $ 113,363 $ 101,292 $ 47,555

5 unchanged sentences

Depreciation, amortization and accretion, net — 138 6,224

(Equity in) excess dividends from undistributed earnings of subsidiaries ( 54,076 ) ( 22,782 ) 8,259

Equity in undistributed earnings of subsidiaries ( 75,887 ) ( 54,076 ) ( 22,782 )

Gain on investment securities — — —

13 unchanged sentences

Net cash used in financing activities ( 55,380 ) ( 50,297 ) ( 31,402 )

Net (decrease) increase in cash and cash equivalents ( 241 ) 889 ( 5,781 )

Net increase (decrease) in cash and cash equivalents 2,138 ( 241 ) 889

Cash and cash equivalents at the beginning of year 15,011 15,252 14,363

10 unchanged sentences

The information regarding Peoples’ executive officers required by Item 401 of SEC Regulation S-K will be included in the section captioned “EXECUTIVE OFFICERS” of Peoples’ Definitive Proxy Statement, which section is incorporated herein by reference.

Information regarding beneficial ownership reporting compliance under Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference from the text to be included under the caption "DELINQUENT SECTION 16(a) REPORTS" of Peoples' Definitive Proxy Statement, to the extent that disclosure of information is required.

The information required by Item 405 of SEC Regulation S-K regarding beneficial ownership reporting compliance under Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference from the text to be included under the caption “DELINQUENT SECTION 16(a) REPORTS” of Peoples’ Definitive Proxy Statement, to the extent that disclosure of information is required.

The Board of Directors of Peoples has adopted charters for each of the Audit Committee, the Compensation Committee, the Executive Committee, the Governance and Nominating Committee, and the Risk Committee.

6 unchanged sentences

(B) a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K.

In addition, Peoples will disclose any waivers from the provisions of the Code of Ethics granted to a director or an executive officer of Peoples in a Current Report on Form 8-K within four business days following their occurrence.

In addition, in accordance with the rules of the Nasdaq Stock Market, Peoples will disclose any waivers from the provisions of the Code of Ethics granted to a director or an executive officer of Peoples in a Current Report on Form 8-K within four business days following their occurrence.

Each of the Code of Ethics, the Audit Committee Charter, the Compensation Committee Charter, the Executive Committee Charter, the Governance and Nominating Committee Charter and the Risk Committee Charter is posted under the “Corporate Overview – Governance Documents” tab of the “Investor Relations” page of Peoples’ Internet website.

4 unchanged sentences

The information required by this Item 11 will be included in the sections captioned “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,” “EXECUTIVE COMPENSATION:

COMPENSATION DISCUSSION AND ANALYSIS," "SUMMARY COMPENSATION TABLE FOR 2022," "GRANTS OF PLAN-BASED AWARDS FOR 2022," "OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2022," "OPTION EXERCISES AND STOCK VESTED FOR 2022," "PENSION BENEFITS FOR 2022," "NON-QUALIFIED DEFERRED COMPENSATION FOR 2022," "OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS," "DIRECTOR COMPENSATION" and "COMPENSATION COMMITTEE REPORT" of Peoples' Definitive Proxy Statement, which sections are incorporated herein by reference.

COMPENSATION DISCUSSION AND ANALYSIS,” “SUMMARY COMPENSATION TABLE FOR 2023,” “GRANTS OF PLAN-BASED AWARDS FOR 2023,” “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023,” “OPTION EXERCISES AND STOCK VESTED FOR 2023,” “PENSION BENEFITS FOR 2023,” “NON-QUALIFIED DEFERRED COMPENSATION FOR 2023,” “OTHER

POTENTIAL POST-EMPLOYMENT PAYMENTS,” “DIRECTOR COMPENSATION” and “COMPENSATION COMMITTEE REPORT” of Peoples’ Definitive Proxy Statement, which sections are incorporated herein by reference.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

4 unchanged sentences

(i) the Peoples Bancorp Inc.

Fourth Amended and Restated 2006 Equity Plan, as successor to the Peoples Bancorp Inc.

Third Amended and Restated 2006 Equity Plan (the “2006 Equity Plan”);

10 unchanged sentences

Equity compensation plans approved by shareholders 603,496 (1)

$ — 841,674 (2)

Total 603,496 $ — 841,674

(1) Includes an aggregate of 546,389 restricted common shares subject to time-based or performance-based vesting restrictions granted under the 2006 Equity Plan, and 57,107 common shares allocated to participants’ bookkeeping accounts under the Directors’ Deferred Compensation Plan.

(2) The weighted-average exercise price does not take into account the common shares allocated to participants' time-based or performance-based restricted common share awards granted under the 2006 Equity Plan or bookkeeping accounts under the Directors' Deferred Compensation Plan.

(2) Includes 697,190 common shares remaining available for future grants under the 2006 Equity Plan at December 31, 2023, as well as 144,484 common shares remaining available for issuance and delivery under the ESPP.

3 unchanged sentences

The information required by this Item 13 will be included in the sections captioned “TRANSACTIONS WITH RELATED PERSONS,” “PROPOSAL NUMBER 1:

ELECTION OF DIRECTORS," "THE BOARD AND COMMITTEES OF THE BOARD," "CORPORATE GOVERNANCE AND BOARD MATTERS - Independence of Directors," and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" of Peoples' Definitive Proxy Statement, which sections are incorporated by reference.

ELECTION OF DIRECTORS,” “THE BOARD AND COMMITTEES OF THE BOARD,” “CORPORATE GOVERNANCE AND BOARD MATTERS - Independence of Directors,” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” of Peoples’ Definitive Proxy Statement, which sections are incorporated herein by reference.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

25 unchanged sentences

Exhibit Location

Agreement and Plan of Merger, dated as of October 23, 2017, between Peoples Bancorp Inc.

and ASB Financial Corp.

Included as Annex A to the preliminary proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc.

on Form S-4/A filed on January 19, 2018 (Registration No.

Agreement and Plan of Merger, dated as of March 26, 2021, between Peoples Bancorp Inc.

31 unchanged sentences

0-16772) (“Peoples’ June 30, 2021 Form 10-Q”)

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of SEC Regulation S-K, as in effect at the time of filing of the Agreement and Plan of Merger.

A copy of any omitted schedules or exhibits will be furnished supplementally by Peoples Bancorp Inc.

to the SEC on a confidential basis upon request.

Amended Articles of Incorporation of Peoples Bancorp Inc.

(representing the Amended Articles of Incorporation in compiled form incorporating all amendments) [For purposes of SEC reporting compliance only - not filed with Ohio Secretary of State] Incorporated herein by reference to Exhibit 3.1(h) to Peoples’ June 30, 2021 Form 10-Q

3.2(a) Code of Regulations of Peoples Bancorp Inc.

Incorporated herein by reference to Exhibit 3(b) to the Registration Statement of Peoples Bancorp Inc.

on Form 8-B filed July 20, 1993 (File No.

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K.

4 unchanged sentences

Exhibit Location

Amended Articles of Incorporation of Peoples Bancorp Inc.

3.2(a) Code of Regulations of Peoples Bancorp Inc.

Incorporated herein by reference to Exhibit 3(b) to the Registration Statement of Peoples Bancorp Inc.

on Form 8-B filed July 20, 1993 (File No.

Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc.

27 unchanged sentences

Incorporated herein by reference to Exhibit 4.2(b) to Peoples’ June 30, 2015 Form 10-Q

P Peoples Bancorp Inc.

filed this exhibit with the SEC in paper form originally and this exhibit has not been filed with the SEC in electronic format.

Exhibit Location

Notice of Removal of Administrator and Appointment of Replacement, dated February 11, 2021, delivered to Wilmington Trust Company by the Continuing Administrators and the Successor Administrator named therein and Peoples Bancorp Inc.

1 unchanged sentence

for the fiscal year ended December 31, 2020 (File No.

Exhibit Location

Guarantee Agreement, dated as of June 25, 2007, between NB&T Financial Group, Inc.

22 unchanged sentences

Description of Common Shares of Peoples Bancorp Inc.

Incorporated herein by reference to Exhibit 4.9 to the Annual Report of Form 10-K of Peoples Bancorp Inc.

for the fiscal year ended December 31, 2021 (File No.

Exhibit Location

Incorporated herein by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended June 30, 2023 (File No.

0-16772) (“Peoples’ June 30, 2023 Form 10-Q”)

Peoples Bancorp Inc.

2 unchanged sentences

for the fiscal year ended December 31, 2015 (File No.

*Management Compensation Plan or Agreement

Exhibit Location

Rabbi Trust Agreement, made January 6, 1998, between Peoples Bancorp Inc.

2 unchanged sentences

Rabbi Trust Agreement, entered into effective on September 1, 2022, between Peoples Bancorp Inc.

and Reliance Trust Company, a state chartered trust company, as Trustee* Filed herewith

Summary of Peoples Bancorp Inc.

Annual Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc.

[Effective for the fiscal year ended December 31, 2020]* Incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K of Peoples Bancorp Inc.

and Reliance Trust Company, a state chartered trust company, as Trustee* Incorporated herein by reference to Exhibit 10.1(c) to the Annual Report on Form 10-K of Peoples Bancorp Inc.

for the fiscal year ended December 31, 2022 (File No.

6 unchanged sentences

Annual Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc.

[Effective beginning with the fiscal year beginning January 1, 2023]* Incorporated herein by reference to Exhibit 10.4 to Peoples’ 2022 Form 10-K

Summary of Peoples Bancorp Inc.

Annual Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc.

[Effective beginning with the fiscal year beginning January 1, 2024]* Filed herewith

3 unchanged sentences

Peoples Bancorp Inc.

Third Amended and Restated 2006 Equity Plan (approved by the shareholders of Peoples Bancorp Inc.

Fourth Amended and Restated 2006 Equity Plan (approved by the shareholders of Peoples Bancorp Inc.

on April 27, 2023;

successor to the Peoples Bancorp Inc.

Third Amended and Restated 2006 Equity Plan, the Peoples Bancorp Inc.

Second Amended and Restated 2006 Equity Plan, the Peoples Bancorp Inc.

Amended and Restated 2006 Equity Plan and the Peoples Bancorp Inc.

2006 Equity Plan)* Incorporated herein by reference to Exhibit 99 to the Current Report of Peoples Bancorp Inc.

on Form 8-K dated and filed on April 30, 2018 (File No.

First Amendment to the Peoples Bancorp Inc.

Third Amended and Restated 2006 Equity Plan (adopted and approved by the Board of Directors of Peoples Bancorp Inc.

on January 26, 2023)* Filed herewith

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.

Peoples Bancorp Inc.

Third Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Award Agreement (for Executives) used and to be used to evidence awards of time-based restricted stock granted to executives of Peoples Bancorp Inc.

on and after July 31, 2018 * Incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

on and after July 31, 2018 and prior to April 27, 2023* Incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended September 30, 2018 (File No.

2 unchanged sentences

Third Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Award Agreement (for Executives) used and to be used to evidence awards of performance-based restricted stock granted to executives of Peoples Bancorp Inc.

on and after July 31, 2018* Incorporated herein by reference to Exhibit 10.2 to Peoples' September 30, 2018 Form 10-Q

on and after July 31, 2018 and prior to April 27, 2023* Incorporated herein by reference to Exhibit 10.2 to Peoples’ September 30, 2018 Form 10-Q

Peoples Bancorp Inc.

2 unchanged sentences

First Amendment to Peoples Bancorp Inc.

Amended and Restated Nonqualified Deferred Compensation Plan (effective as of May 17, 2021)* Filed herewith

Amended and Restated Nonqualified Deferred Compensation Plan (effective as of May 17, 2021)* Incorporated herein by reference to Exhibit 10.11(b) to Peoples’ 2022 Form 10-K

Second Amendment to Peoples Bancorp Inc.

Amended and Restated Nonqualified Deferred Compensation Plan (effective as of September 1, 2022)* Incorporated herein by reference to Exhibit 10.11(c) to Peoples’ 2022 Form 10-K

*Management Compensation Plan or Agreement

Exhibit Location

Second Amendment to Peoples Bancorp Inc.

Amended and Restated Nonqualified Deferred Compensation Plan (effective as of September 1, 2022)* Filed herewith

Peoples Bancorp Inc.

7 unchanged sentences

Form of Peoples Bancorp Inc.

Second Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Agreement used to evidence awards of performance-based restricted stock granted to employees of Peoples Bancorp Inc.

on and after January 29, 2015 and prior to July 31, 2018* Incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended March 31, 2017 (File No.

0-16772) ("Peoples' March 31, 2017 Form 10-Q")

Form of Peoples Bancorp Inc.

Second Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Award Agreement used to evidence awards of performance-based restricted stock granted to executive officers of Peoples Bancorp Inc.

on and after January 29, 2015 and prior to January 1, 2018* Incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended March 31, 2015 (File No.

Form of Peoples Bancorp Inc.

Change in Control Agreement to be adopted by Peoples Bancorp Inc.

5 unchanged sentences

and Douglas Wyatt (adopted May 2, 2016)* Incorporated herein by reference to Exhibit 10.1 to Peoples’ March 31, 2017 Form 10-Q

Form of Peoples Bancorp Inc.

Second Amended and Restated 2006 Equity Plan Performance Unit Award Agreement used and to be used to evidence grants of performance units to executive officers of Peoples Bancorp Inc.

on and after July 26, 2017* Incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended June 30, 2017 (File No.

Peoples Bancorp Inc.

Change in Control Agreement between Peoples Bancorp Inc.

and Ryan Kirkham (adopted January 1, 2019)* Incorporated herein by reference to Exhibit 10.24 to Peoples' 2019 Form 10-K

and Ryan Kirkham (adopted January 1, 2019)* Incorporated herein by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Peoples Bancorp Inc.

for the fiscal year ended December 31, 2019 (File No.

Peoples Bancorp Inc.

14 unchanged sentences

and Tyler Wilcox (adopted October 1, 2020)* Incorporated herein by reference to Exhibit 10.3 to Peoples’ September 30, 2020 Form 10-Q

Peoples Bancorp Inc.

Change in Control Agreement between Peoples Bancorp Inc.

and Matthew Macia (adopted August 21, 2023)* Incorporated herein by reference to Exhibit 10.1 to Peoples’ September 30, 2023 Form 10-Q

Peoples Bancorp Inc.

Change in Control Agreement between Peoples Bancorp Inc.

and Hugh Donlon (adopted September 9, 2023)* Incorporated herein by reference to Exhibit 10.2 to Peoples’ September 30, 2023 Form 10-Q

Form of Peoples Bancorp Inc.

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.

after April 27, 2023* Incorporated herein by reference to Exhibit 10.2 to Peoples’ June 30, 2023 Form 10-Q

Form of Peoples Bancorp Inc.

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.

after April 27, 2023 and prior to July 26, 2023* Incorporated herein by reference to Exhibit 10.3 to Peoples’ June 30, 2023 Form 10-Q

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.

after July 26, 2023* Incorporated herein by reference to Exhibit 10.4 to Peoples’ June 30, 2023 Form 10-Q

Form of Peoples Bancorp Inc.

after October 23, 2023* Incorporated herein by reference to Exhibit 10.3 to Peoples’ September 30, 2023 Form 10-Q

*Management Compensation Plan or Agreement

Exhibit Location

Subsidiaries of Peoples Bancorp Inc.

5 unchanged sentences

Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer] Filed herewith

*Management Compensation Plan or Agreement

Exhibit Location

Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer] Filed herewith

1 unchanged sentence

and Executive Vice President, Chief Financial Officer and Treasurer] Furnished herewith

Clawback Policy Filed herewith

101.INS Inline XBRL Instance Document ## Submitted electronically herewith #

9 unchanged sentences

(ii) Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021;

(iii) Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020;

(iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021;

(iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021;

15 unchanged sentences

CRAIG BEAM* Director 2/28/2024

/s/ GEORGE W.

BROUGHTON* Director 2/27/2023

DIERKER* Director 2/28/2024

/s/ GLENN HOGAN* Director 2/28/2024

HUGGINS* Director 2/28/2024

6 unchanged sentences

SKINNER* Director 2/28/2024

/s/ DWIGHT SMITH* Director 2/28/2024

/s/ MICHAEL N.

5 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.

What changed 10-K

Item 9A. Controls and Procedures