What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 299 added, 386 removed, 2269 unchanged (23% of the section changed)

17 unchanged sentences

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.

(b) The following details the activity in respect of the adoption , modification or termination of 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) by any director or any officer (as defined in Rule 16a-1(f) under the Exchange Act) of Peoples during the three months ended December 31, 2024:

Trading Agreement

Action Date Rule 10-b5-1* Total Common Shares to be Sold Expiration Date

Craig Beam Director Adopt November 25, 2024 X 4,000 April 01, 2026

*Intended to satisfy the affirmative defense of Rules 10b5-1(c)

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Peoples’ independent registered public accounting firm, Ernst & Young LLP has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and has issued an audit report on Peoples’ internal control over financial reporting.

/s/ CHARLES W.

SULERZYSKI By:

/s/ TYLER WILCOX By:

/s/ KATIE BAILEY

Sulerzyski Katie Bailey

Tyler Wilcox Katie Bailey

President and Chief Executive Officer Executive Vice President,

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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, 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.

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, 2024 and 2023, 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, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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/s/ Ernst & Young LLP

Charleston, West Virginia

Chicago, Illinois

February 27, 2025

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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.

Critical Audit Matter

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 accounts or disclosures to which it relates.

Accounting for the Allowance for Credit Losses

Description of the Matter

As discussed in Note 1 and Note 4 of the financial statements, management estimates the allowance for credit losses (ACL) based on information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.

As discussed in Note 1 and Note 4 of the financial statements, management estimates the allowance for credit losses (ACL) based on relevant available information, from both internal and external sources, relating to past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

The ACL is made up of both a quantitative modeled component as well as a qualitative component.

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Auditing management’s estimate of the ACL involves a high degree of subjectivity due to the judgment required in assessing whether the economic forecast used is reasonable and supportable.

Management’s determination of the economic forecast used in calculating the modelled ACL is highly judgmental and has a significant effect on the ACL.

Management’s determination of the economic forecast used in calculating the modeled ACL is highly judgmental and has a significant effect on the ACL.

How We Addressed the Matter in Our Audit

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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

We have served as the Company’s auditor since 1995.

Charleston, West Virginia

Chicago, Illinois

February 27, 2025

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Mortgage banking income 1,788 1,078 1,397

Net (loss) gain on asset disposals and other transactions ( 2,837 ) ( 616 ) 493

Net loss on asset disposals and other transactions ( 3,310 ) ( 2,837 ) ( 616 )

Net loss on investment securities ( 416 ) ( 3,700 ) ( 61 )

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Communication expense 3,145 2,834 2,484

Operating lease expense 3,539 1,687 —

Travel and entertainment expense 2,656 2,401 1,400

Other non-interest expense 18,033 20,945 14,076

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(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 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

PEOPLES BANCORP INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands) 2023 2022 2021

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

Other comprehensive income (loss):

Available-for-sale investment securities:

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 income (loss) 25,674 ( 123,950 ) ( 20,538 )

Defined benefit plans:

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 )

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

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

Net effect on other comprehensive income 1,633 248 1,991

Cash flow hedges:

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

(b) Includes realized and unrealized gains on equity investment securities recorded in other non-interest income of $ 50 for the year ended December 31, 2024, and realized and unrealized losses on equity investment securities of $ 141 for the year ended December 31, 2023, and realized and unrealized gains on equity investment securities of $ 2 for the year ended December 31, 2022.

See Notes to the Consolidated Financial Statements

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— — — ( 1,745 ) ( 1,745 )

Common shares repurchased under share repurchase program

— — — ( 7,407 ) ( 7,407 )

Common shares issued under dividend reinvestment plan

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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

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Reissuance of treasury stock for deferred 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

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69 — — 836 905

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

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Net income $ — $ 117,205 $ — $ — $ 117,205

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

Pension termination settlement, net of tax

— — 1,858 — 1,858

Other comprehensive income, net of tax — — ( 8,795 ) — ( 8,795 )

Cash dividends declared

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Stock-based compensation 6,674 — — — 6,674

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

177,929 — — — 177,929

Balance, December 31, 2024 $ 866,844 $ 388,109 $ ( 110,385 ) $ ( 32,978 ) $ 1,111,590

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands) 2024 2023 2022

Net income $ 117,205 $ 113,363 $ 101,292

Other comprehensive income (loss):

Available-for-sale investment securities:

Gross unrealized holding (losses) gains arising in the period ( 10,276 ) 29,655 ( 161,730 )

Related tax benefit (expense) 2,350 ( 6,817 ) 37,733

Reclassification adjustment for net loss included in net income 416 3,700 61

Related tax expense ( 97 ) ( 864 ) ( 14 )

Net effect on other comprehensive income (loss) ( 7,607 ) 25,674 ( 123,950 )

Defined benefit plans:

Net (loss) gain arising during the period — ( 303 ) 76

Related tax benefit (expense) — 71 ( 18 )

Amortization of unrecognized loss on service benefit plans — 9 63

Related tax benefit — ( 2 ) ( 15 )

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

Related tax benefit — ( 566 ) ( 43 )

Net effect on other comprehensive income — 1,633 248

Cash flow hedges:

Net (losses) gains arising during the period ( 1,550 ) ( 2,293 ) 10,606

Related tax benefit (expense) 362 532 ( 2,421 )

Net effect on other comprehensive income (loss) ( 1,188 ) ( 1,761 ) 8,185

Total other comprehensive income (loss), net of tax ( 8,795 ) 25,546 ( 115,517 )

Total comprehensive income (loss) $ 108,410 $ 138,909 $ ( 14,225 )

See Notes to the Consolidated Financial Statements

PEOPLES BANCORP INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Deferred income tax (benefit) expense 6,973 ( 238 ) 18,566

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

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

(Decrease) increase in accrued expenses ( 4,216 ) 13,194 ( 4,692 )

Decrease (increase) in interest receivable 1,293 ( 6,443 ) ( 5,836 )

Increase in other assets 5,626 962 1,629

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Net increase (decrease) in interest-bearing deposits 547,098 436,545 ( 93,082 )

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

Net (decrease) increase in short-term borrowings ( 457,023 ) 90,359 328,611

Proceeds from long-term borrowings 55,277 115,108 24,804

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Proceeds from issuance of common shares 1,478 1,264 1,226

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

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

Net cash (used in) provided by financing activities ( 7,936 ) 261,987 32,670

Net (decrease) increase in cash and cash equivalents ( 209,058 ) 272,700 ( 261,705 )

Cash and cash equivalents at beginning of period 426,722 154,022 415,727

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Investment Securities

Loans and Leases

Loans and Leases, and Allowance for Credit Losses

Bank Premises and Equipment

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Actual results could differ from those estimates.

Certain items in prior financial statements have been reclassified to conform to the current presentation, which had no impact on net income, total comprehensive income, net cash provided by operating activities or total stockholders’ equity.

The following is a summary of significant accounting policies followed in the preparation of the financial statements:

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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 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.

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, and 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.

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Operating Segments:

Peoples’ business activities are currently confined to one reportable operating segment, which is community banking.

As a community banking entity, Peoples offers its customers a full range of products including a complete line of banking, leasing, insurance, investment and trust solutions.

Peoples’ business activities are currently confined to a single reportable operating segment, which is community banking.

Peoples’ single operating segment was determined based on the similar economic characteristics shared by the components of community banking.

Peoples’ chief operating decision maker (“CODM”) is composed of its President and Chief Executive Officer, and its Chief Financial Officer.

Peoples’ CODM considers all components of consolidated interest income, interest expense, non-interest income, and non-interest expense as presented in Peoples’ Consolidated Statements of Income for the purposes of assessing performance of Peoples’ single reportable segment and

allocating resources within its reportable segment.

The CODM does not review segment revenue or expense information at a lower level than what is included in Peoples’ Consolidated Statements of Income.

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 90 days or less.

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.

At December 31, 2024 and at December 31, 2023, Peoples had no restricted funds 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

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

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.

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Loans and 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.

Loans and leases acquired in a business combination that have evidence of more than insignificant credit deterioration, which includes loans and leases that Peoples believes it is probable that Peoples will be unable to collect all contractually required payments, are considered PCD loans or leases.

These loans are recorded at the purchase price, and an allowance for credit losses is determined using the same methodology as for other loans or leases.

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The variance between the initial amortized cost basis and the fair value of a lease is considered an interest premium or discount, which is amortized or accreted into interest income on a level yield method over the life of the lease.

Loans and leases acquired in a business combination that are not considered PCD are recorded at fair value and the difference between the acquisition date fair value and the contractual amounts due at the acquisition date represents the discount or premium to each loan’s or lease’s cost basis and is accreted or amortized to interest income over the loan’s or lease’s remaining life using the level yield method.

Loans and leases acquired in a business combination that are not considered PCD are recorded at fair value and the difference

between the acquisition date fair value and the contractual amounts due at the acquisition date represents the discount or premium to each loan’s or lease’s cost basis and is accreted or amortized to interest income over the loan’s or lease’s remaining life using the level yield method.

At the acquisition date, Peoples records provision for credit losses to establish the allowance for credit losses for these acquired loans and leases.

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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.

In estimating credit losses, Peoples uses a loss driver method, which analyzes one or more economic variables to the change in default rate using a regression analysis.

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Peoples utilizes the U.S.

unemployment and Ohio unemployment as economic factors in modeling.

unemployment and Ohio unemployment rates 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.

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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, 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.

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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.

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Peoples also has interest rate derivative financial instruments that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in Peoples’ assets or liabilities.

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.

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 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 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.

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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.

Lease income:

Lease income presented in “Non-interest income” includes (i) operating lease income, (ii) gains on the early termination of leases, net of any associated purchase accounting adjustments, (iii) month-to-month lease payments in excess of net investment on the lease, (iv) fees received for referrals, (v) gains and losses recognized on the sales of residual assets, and (vi) syndication 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 originating operating leases in 2023.

Gains on syndicated leases and other fees are recognized over time on a monthly basis.

Revenue Recognition:

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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.

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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.

For accounts that are assessed maintenance fees through the account analysis process, payment is due from the customer within one month after the monthly period in which the account activity occurred.

For accounts that are assessed maintenance fees

through the account analysis process, payment is due from the customer within one month after the monthly period in which the account activity occurred.

For all other accounts, monthly maintenance fees are assessed to the account on the last day of the monthly period.

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

Lease income:

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.

Gains on the early termination of leases are recognized at a point in time, which is at the completion of the relevant transaction.

Gains on syndicated leases and other fees are recognized over time on a monthly basis.

Other Non-Interest Income:

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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.

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Penalties and interest incurred under the applicable tax law are classified as income tax expense.

Further, the amount of net interest and penalties related to unrecognized tax benefits was immaterial for all periods presented.

The amounts of Peoples’ uncertain income tax positions and unrecognized benefits are disclosed in “Note 13 Income Taxes.”

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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’ Consolidated Financial Statements taken as a whole.

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

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 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.

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.

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):

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.

ASU 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures:

The FASB issued ASU 2023-07 on November 27, 2023.

The amendments “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.”

The ASU applies to all public entities that are required to report segment information in accordance with ASC 280.

The enhanced segment disclosure requirements apply “retrospectively to all prior periods presented in the financial statements.” The significant segment expense and other segment item amounts “disclosed in prior periods shall be based on the significant segment expense categories identified and disclosed in the period of adoption.” The amendments in ASU 2023-07 were effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Peoples adopted the expanded disclosure requirements beginning with the fiscal year ending December 31, 2024.

The guidance did not have a material impact on Peoples’ consolidated financial statements.

Note 2 Fair Value of Financial Instruments

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The following table provides the fair value for assets and liabilities required to be measured and reported at fair value on a recurring basis on the Consolidated Balance Sheets by level in the fair value hierarchy.

At December 31, 2023 and December 31, 2022, there were no assets and liabilities measured on a recurring basis that were considered Level 3 measurements.

At December 31, 2024 and at December 31, 2023, there were no assets or liabilities measured on a recurring basis that were considered Level 3 measurements.

Recurring Fair Value Measurements at Reporting Date

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Equity Investment Securities:

The fair values of Peoples’ equity investment securities are obtained from q uoted prices in active exchange markets for identical assets or liabilities (Level 1) or quoted prices in less active markets (Level 2).

The fair values of Peoples’ equity investment securities are obtained from quoted prices in active exchange markets for identical assets or liabilities (Level 1) or quoted prices in less active markets (Level 2).

Derivative Assets and Liabilities :

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The following table provides the fair value for each class of assets and liabilities required to be measured and reported at fair value on a non-recurring basis on the Consolidated Balance Sheets by level in the fair value hierarchy.

At December 31, 2023 and December 31, 2022, there were no assets and liabilities measured on a non-recurring basis that were considered Level 1 measurements.

At December 31, 2024 and at December 31, 2023, there were no assets or liabilities measured on a non-recurring basis that were considered Level 1 measurements.

Non-Recurring Fair Value Measurements at Reporting Date

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Other real estate owned (“OREO”) — 5,891 — 7,118

(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.

(a) Loans held for sale are presented gross of a valuation allowance of $ 166 and $ 163 at December 31, 2024 and at December 31, 2023, respectively.

Collateral Dependent Loans:

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OREO obtained in satisfaction of a loan is recorded at the lower of cost or estimated fair value, less estimated costs to sell the property.

The carrying value of OREO is not re-measured to fair value on a recurring basis, but is based on recent real estate appraisals and is updated at least annually.

The carrying value of OREO is not re-measured to fair value on a recurring basis, but is based on recent real estate appraisals which are updated at least annually.

These appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales approach and the income approach.

Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available (Level 3).

Servicing Rights :

Servicing rights are included in “Other intangible assets” on the Consolidated Balance Sheets.

The fair value of servicing rights is determined by using a discounted cash flow model, which estimates the present value of the future net cash flows of the servicing portfolio based on various factors, such as servicing costs, expected prepayment speeds and discount rates (Level 3).

The carrying value of servicing rights is not re-measured to fair value on a recurring basis.

Peoples assesses the carrying value of servicing rights quarterly for impairment.

Financial Instruments Not Required to be Measured and Reported at Fair Value

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Commercial mortgage-backed securities 2 98,754 82,079 102,365 85,289

Commercial mortgage-backed securities 3 — — 4,748 3,361

Total held-to-maturity securities 775,037 692,499 683,895 612,022

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table above and not included in this table.

(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.

(d) Loans and leases, net of deferred fees and costs are presented gross of an allowance for credit losses of $ 63.3 million and $ 62.0 million, as of December 31, 2024 and December 31, 2023, respectively.

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

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

When observable market data is absent, the independent pricing service estimates prices based on underlying cash flow characteristics and discount rates and compare to similar securities (Level 3).

When observable market data is absent, the independent pricing service estimates prices based on underlying cash flow characteristics and discount rates as derived from comparable securities (Level 3).

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.

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Other investment securities at cost are not recorded at fair value as they are not marketable securities.

FHLB and FRB stock are both recorded at cost.

Other investment securities at fair value are valued using quoted prices in an active market (Level 1) or quoted prices in less active markets (Level 2).

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Accordingly, this value is not necessarily the value to Peoples if the notes were held to maturity.

Peoples considered interest rate, credit and market factors in estimating the fair value of loans and leases (Level 3).

Peoples considers interest rate, credit and market factors in estimating the fair value of loans and leases (Level 3).

Fair values for loans and leases are estimated using a discounted cash flow methodology.

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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.

The following table presents a summary of available-for-sale investment securities that had an unrealized loss at December 31:

The following table presents a summary of available-for-sale investment securities that had unrealized losses at December 31, aggregated by major security type and length of time in a continuous unrealized loss position:

Less than 12 Months 12 Months or More Total

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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.

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, 2024 were primarily attributable to the subordinated nature of the debt.

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Management evaluates held-to-maturity investment securities for an allowance for credit losses on a quarterly basis.

The majority of Peoples’ held-to-maturity investment securities are residential mortgage-backed securities.

Peoples analyzed these securities using cumulative default rate averages for investment grade municipal securities.

The following table presents a summary of held-to-maturity investment securities that had an unrealized loss at December 31:

The majority of Peoples’ held-to-maturity investment securities are residential mortgage-backed securities, for which an allowance for credit losses was not recorded.

Peoples calculated the allowance for credit losses for states and political subdivisions using cumulative default rate averages for municipal securities.

The following table presents a summary of held-to-maturity investment securities that had unrealized losses at December 31, aggregated by major security type and length of time in a continuous unrealized loss position:

Less than 12 Months 12 Months or More Total

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Peoples purchased $ 26.4 million and $ 18.9 million of additional FHLB stock during 2024 and 2023, 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 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 .

During the year ended December 31, 2024 and December 31, 2023, Peoples purchased $ 0.2 million and $ 5.7 million, respectively, of FRB stock as a result of capital requirements.

During 2024, Peoples recorded the change in the fair value of equity investment securities held at December 31, 2024 in “Other non-interest income,” resulting in an unrealized gain of $ 50,000 .

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 unrealized loss of $ 141,000 .

At December 31, 2024, Peoples’ investment in equity investment securities was comprised largely of common stocks issued by various unrelated bank holding companies.

There were no equity investment securities of a single issuer that exceeded 10% of Peoples’ stockholders’ equity.

There were no equity investment securities of a single issuer that exceeded 10% of Peoples’ stockholders’ equity at December 31, 2024.

Pledged Securities

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Held-to-maturity 1,215 39,607

Note 4 Loans and Leases

Accrued Interest

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

Interest receivable on investment securities was $ 9.9 million and $ 9.5 million at December 31, 2024 and 2023, respectively.

Note 4 Loans and Leases, and Allowance for Credit Losses

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 (“NSL”) division and its Vantage subsidiary.

Peoples also originates insurance premium finance loans nationwide through its Peoples Premium Finance division, and originates leases nationwide through its NSL division and its Vantage subsidiary.

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

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Net deferred loan origination costs were $ 20.2 million and $ 21.7 million at December 31, 2024 and 2023, respectively.

The remaining unamortized net discount included in the amortized cost of loans and leases was $ 19.5 million and $ 43.0 million at December 31, 2024 and 2023, respectively.

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.

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Accruing Loans 90+ Days Past Due

Construction $ — $ — $ 12 $ —

Commercial real estate, other $ 7,136 $ 227 $ 2,816 $ 78

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(a) There were $ 5.7 million of nonaccrual loans for which there was no allowance for credit losses at December 31, 2024 and $ 1.2 million of such loans at December 31, 2023.

The amount of interest income recognized on loans past due 90 days or more during 2023 and 2022 was $ 0.8 million and $ 1.7 million, respectively.

The following tables present the aging of the recorded investment in past due loans at December 31:

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Total loans, at amortized cost $ 42,095 $ 17,154 $ 24,430 $ 83,679 $ 6,075,517 $ 6,159,196

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

Delinquency trends remained stable, with 98.7 % and 98.6 % of Peoples’ portfolio considered “current” at December 31, 2024 and at December 31, 2023, respectively.

Pledged Loans

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Balance, December 31, 2023 $ 20,166

Acquired loans 18,892

New loans and disbursements 3,527

Repayments ( 21,159 )

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

Other changes 347

Balance, December 31, 2024 $ 2,534

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

Quality Indicators

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Substandard 351 2,108 1,777 193 8 — — — 4,437

Doubtful 170 2,127 1,859 624 110 269 — — 5,159

Total 176,761 131,428 65,840 25,363 4,784 2,422 — — 406,598

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Total loans, at amortized cost $ 1,375,415 $ 1,041,884 $ 941,034 $ 807,980 $ 408,078 $ 1,487,235 $ 296,377 $ 5,559 $ 6,358,003

Total current period gross charge-offs $ 3,423 $ 8,107 $ 7,968 $ 3,072 $ 559 $ 1,983 $ 25,112

The following tables summarize the risk category of Peoples’ loan portfolio based upon the then most recent analysis performed at December 31, 2023:

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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

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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

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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

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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

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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

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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

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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

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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

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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

Total current period gross charge-offs $ 2,794 $ 3,706 $ 2,326 $ 652 $ 415 $ 1,587 $ 11,480

Collateral Dependent Loans

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Total collateral dependent loans $ 4,375 $ 501

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

The increase in collateral dependent loans at December 31, 2024 compared to at December 31, 2023, was primarily due to four relationships that became collateral dependent in 2024.

Modifications for Borrowers Experiencing Financial Difficulty

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

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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.

The following table displays the amortized cost of loans that were restructured during the twelve months ended as of December 31, 2024 and December 31, 2023, presented by loan classification.

During the Twelve Months Ended December 31, 2024 (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)

(Dollars in thousands) Forbearance Plan Payment Deferral Term Extension Forbearance Plan and Term Extension Payment Delay and Term Extension Total Percentage of Total by Loan Category (b) (c)

Commercial real estate — — 1,021 — — 1,021 0.05 %

Commercial and industrial — — 8,089 — — 8,089 0.60 %

Leasing — 189 652 — 1,247 2,088 0.51 %

Residential real estate — — 88 — — 88 0.01 %

Home equity lines of credit — — 162 — — 162 0.07 %

Consumer, indirect — 13 — — — 13 — %

Total $ — $ 202 $ 10,012 $ — $ 1,247 $ 11,461 0.18 %

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

Payment Delay (Only)

(Dollars in thousands) Forbearance Plan Payment Deferral Term Extension Forbearance Plan and Term Extension Payment Delay and Term Extension Total Percentage of Total by Loan Category (b) (c)

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

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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.

(a) The table presented 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.

The following table summarizes the financial impacts of loan modifications and payment deferrals made to loans during the twelve months ended as of December 31, 2024 and December 31, 2023, presented by loan classification.

During the Twelve Months Ended December 31, 2024

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

Commercial real estate 6 —

Commercial and industrial 7 —

Residential real estate 1 —

Home equity lines of credit 89 —

Consumer, indirect 13 —

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 $ —

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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.

The following table displays the amortized cost of loans that received a completed modification or payment deferral within the previous 12 months and that defaulted in the periods 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, 2024 and December 31, 2023, respectively.

For the Twelve Months Ended December 31, 2024

(Dollars in thousands) Term Extension Total

(Dollars in thousands) Term Extension Payment Deferral Payment Delay and Term Extension Total

Leasing — — 26 26

Residential real estate 72 — — 72

Consumer, indirect — 13 — 13

Total loans that subsequently defaulted (a)

$ 72 $ 13 $ 26 $ 111

During the Twelve Months Ended December 31, 2023

(Dollars in thousands) Term Extension Payment Deferral Payment Delay and 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.

Total loans that subsequently defaulted (a)

$ 159 $ — $ — $ 159

(a) 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.

The following table displays an aging analysis of loans that were modified during the 12 months prior to the period displayed, presented by classification and class of financing receivable.

As of December 31, 2024 (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 — — — — 1,021 1,021

Commercial and industrial 125 18 — 143 7,946 8,089

Leasing 143 652 26 821 1,267 2,088

Residential real estate 39 — 33 72 16 88

Home equity lines of credit — — — — 162 162

Consumer, indirect — — 13 13 — 13

Total loans modified (b)

$ 307 $ 670 $ 72 $ 1,049 $ 10,412 $ 11,461

(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

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, other 8 1,191 1,191 1,179

Commercial and industrial 9 1,513 1,517 971

Residential real estate 34 1,741 1,825 1,789

Home equity lines of credit 8 321 321 313

Consumer, indirect 23 286 285 285

Consumer, direct 9 102 103 103

Consumer 32 388 388 388

Total 91 $ 5,154 $ 5,242 $ 4,640

(a) The amounts shown are inclusive of all partial paydowns and charge-offs.

Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.

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

Commercial real estate, other 1 $ 65 $ —

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

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

Residential real estate — — — — 91 91

Consumer, indirect 1 7 —

Consumer, direct 1 2 —

Home equity lines of credit — — — — 209 209

Total 6 $ 181 $ —

(a) The amounts shown are inclusive of all partial paydowns and charge-offs.

Loans modified in a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.

Peoples had no commitments to lend additional funds to the related borrowers whose loan terms have been modified in a TDR.

Total loans modified (b)

$ — $ 802 $ 148 $ 950 $ 8,427 $ 9,377

(a) Amounts in table 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.

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.

and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

The allowance for credit losses represents management’s estimate of lifetime expected credit losses.

Changes in the allowance for credit losses for 2024 are summarized below:

(Dollars in thousands) Beginning Balance,

January 1, 2023 Initial Allowance for Acquired PCD Assets (a) (Recovery of) Provision for Credit Losses (b) Charge-offs Recoveries Ending Balance, December 31, 2023

January 1, 2024 Initial Allowance for Acquired PCD Assets (a) Provision for (Recovery of) Credit Losses (b) Charge-offs Recoveries Ending Balance, December 31, 2024

Construction $ 699 $ — $ 179 $ — $ — $ 878

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(Dollars in thousands) Beginning Balance,

January 1, 2022 Initial Allowance for Acquired PCD Assets (Recovery of) Provision for Credit Losses (a) Charge-offs Recoveries Ending Balance, December 31, 2022

January 1, 2023 Initial Allowance for Acquired PCD Assets (a) Provision for (Recovery of) Credit Losses (b) Charge-offs Recoveries Ending Balance, December 31, 2023

Construction $ 1,250 $ — $ ( 542 ) $ ( 9 ) $ — 699

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Total $ 53,162 $ 2,051 $ 15,345 $ ( 11,480 ) $ 2,933 $ 62,011

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

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.

At December 31, 2023, Peoples had recorded an unfunded commitment liability of $ 1.8 million, a decrease compared to the $ 2.0 million that was recorded at December 31, 2022.

(a) Includes purchase price adjustments related to acquisitions previously completed but were within the 12-month measurement period.

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

During 2024, Peoples recorded a total provision for credit losses of $ 24.6 million, which was a result of higher net charge-offs.

The increase in net charge-offs was primarily driven by leases originated by NSL and totaled $ 14.6 million for the full year, of which $ 11.4 million occurred in the second half of 2024.

The increase in the allowance for credit losses at December 31, 2024 when compared to at December 31, 2023 was primarily due to an increase in reserves for individually analyzed loans and leases.

At December 31, 2024, Peoples had recorded an unfunded commitment liability of $ 2.0 million, an increase compared to the $ 1.8 million that was recorded at December 31, 2023.

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 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.

For 2024, Peoples recorded a provision for credit losses on unfunded commitments of $ 0.2 million, compared to a recovery for credit losses on unfunded commitments of $ 0.2 million for 2023.

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

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Net book value $ 103,669 $ 103,856

Peoples depreciates its building and premises, and furniture, fixtures and equipment over estimated useful lives generally ranging from five to forty to years and two to ten years, respectively.

Peoples depreciates its building and premises, and its furniture, fixtures and equipment over estimated useful lives generally ranging from five to forty years and two to ten years , respectively.

Depreciation expense was $ 8.6 million in 2024 and $ 7.7 million in 2023.

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Lessor Arrangements

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 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.

Peoples began originating leases with the acquisition of leases from NSL and increased its portfolio with the acquisition of Vantage.

The leases acquired from NSL were determined to be sales-type leases, as the premise for the leases is dollar buy-out, whereby the lessee pays one dollar at maturity of the lease to purchase the equipment.

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.

The leases for NSL were determined to be sales-type leases, as the premise for the leases is dollar buy-out, whereby the lessee pays one dollar at maturity of the lease to purchase the equipment.

The leases for Vantage were determined to be primarily 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 are primarily classified as sales-type leases, and to a lesser extent, operating leases.

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

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

Equipment leases relate to automotive, construction, healthcare, 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.

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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.”

Operating leases assets are assessed for impairment consistent with Peoples’ fixed assets.

Sales-type 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 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.

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

Income on operating leases is recognized on a straight-line basis over the lease term.

Additional information regarding Peoples’ sales-type leases can be found in “Note 4 Loans and Leases, and Allowance for Credit Losses.”

The table below details Peoples’ lease income for the years ended December 31, 2024 and 2023:

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Lease income 10,408 7,844

Other non-interest income 2,308 —

Total lease income $ 57,906 $ 50,775

(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, and Allowance for Credit Losses.”

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:

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Short-term lease expense 1,173 268

Variable lease expense 89 —

Total lease expense $ 4,207 $ 3,298

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Goodwill, end of year $ 363,199 $ 362,169

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.

Peoples performed a quantitative assessment of goodwill as of October 1, 2024, and management concluded that the fair value of Peoples’ single reporting unit was greater than its carrying amount.

On September 30, 2024, Peoples purchased the assets of an insurance business, for which Peoples has recorded $ 0.2 million in goodwill as of December 31, 2024 .

On October 31, 2024, Peoples purchased the assets of an insurance business, for which $ 0.8 million in goodwill has been recorded as of December 31, 2024 .

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.

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.

Peoples recorded goodwill from the Limestone Merger totaling $ 68.8 million .

On January 3, 2023, Peoples acquired a trust and investment business, for which Peoples record ed $ 0.6 million in goodwill.

On October 10, 2023, Peoples purchased the assets of an additional insurance business, for which $ 0.4 million i n goodwill was recorded.

Other intangible assets

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

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

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

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

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Servicing rights 1,385

Non-compete agreements (a) 371

Total other intangibles $ 50,003

(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, 2024 and concluded there was no impairment in the recorded value of other intangible assets as of October 1, 2024.

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.

During the annual impairment test, Peoples assessed quantitative 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 2024 consisted of $ 0.6 million of customer relationship intangibles related to the insurance acquisition in October 2024.

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.

The following table details estimated aggregate future amortization of other intangible assets at December 31, 2024:

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

(Dollars in thousands) Core Deposits Customer Relationships Non-Compete Agreements Total

2025 $ 4,609 $ 4,124 $ 112 $ 8,845

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Total $ 22,641 $ 12,747 $ 128 $ 35,516

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

The weighted average amortization period of other intangibles is 7.6 years.

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Total deposits $ 7,590,205 $ 7,102,921

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 the respective customer account balances that exceeded the FDIC limit of $250,000.

Uninsured deposits were $ 2.0 billion at December 31, 2024 and 2023.

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

Peoples pledges investment securities against certain governmental deposit accounts, which covered over $ 656.9 million of the uninsured deposit balances at December 31, 2024.

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Deposits from related parties were $ 19.3 million and $ 14.2 million at December 31, 2024 and 2023, respectively.

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.

At December 31, 2024, Peoples had eight effective interest rate swaps, with an aggregate notional value of $ 75.0 million , of which $ 75.0 million were funded by brokered deposit s.

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

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The FHLB advances consist of overnight borrowings, 90-day advances used to fund interest rate swaps, other advances with an original maturity of one year or less, and the current portion of long-term advances due in less than one year.

These advances, along with the long-term advances disclosed in “Note 10 Long-Term Borrowings,” are collateralized by residential mortgage loans and investment securities.

These advances, along with the long-term advances disclosed in “Note 10 Long-Term Borrowings,” are collateralized by one-to-four family and multifamily residential mortgages, commercial real estate, home equity lines of credit, and investment securities.

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

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

Peoples’ FHLB advances of zero and $ 60.0 million matured in 2024 and 2023, respectively.

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.

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At December 31, 2024, Peoples had available Federal Reserve Discount Window credit of $ 416.9 million.

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.

Peoples paid off the BTFP loan in the fourth quarter of 2024.

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

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Bank National Association.

Bank Loan Agreement initially had an one-year term, which has subsequently been renewed, most recently as of March 31, 2023 for an additional year, and currently provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $ 30.0 million that may be used:

Bank Loan Agreement initially had a one-year term, which has subsequently been renewed, most recently as of March 31, 2024 for an additional year, and currently provides Peoples with a revolving line of credit in the maximum aggregate principal amount of $ 30.0 million that may be used:

(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.

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As of December 31, 2024, Peoples was in compliance with the applicable covenants imposed by the U.S.

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

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

Bank Loan Agreement.

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(Dollars in thousands) Balance Weighted-

Balance Weighted-

Interest Rate Balance Weighted-Average Interest Rate

FHLB putable, non-amortizing, fixed rate advances $ 130,000 4.04 % $ 110,000 3.98 %

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Long-term borrowings (a) $ 238,073 $ 216,241

(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.

(a) The weighted-average interest rate on total long-term borrowings at December 31, 2024 and at December 31, 2023 was 5.51 % and 5.89 %, 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.

During 2024, Peoples borrowed one additional non-callable FHLB advance for $ 20.0 million, with a fixed interest rate of 4.36 %.

During 2023, Peoples entered into four additional FHLB long-term borrowing agreements, three non-callable advances for $ 60.0 million, $ 10.0 million, and $ 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 %.

At December 31, 2024, outstanding long-term FHLB non-amortizing advances, which have interest rates ranging from 2.17 % to 4.59 %, mature between 2026 and 2028.

Outstanding long-term FHLB amortizing, fixed rate advances, which have interest rates ranging from 1.25 % to 3.83 %, mature between 2026 and 2031.

The FHLB putable, non-amortizing, fixed rate advances have maturities ranging from three to four years that may be repaid prior to maturity, subject to the payment of termination fees.

The FHLB putable, non-amortizing, fixed rate advances have remaining maturities ranging from two to four years th at may be repaid prior to maturity, subject to the payment of termination fees.

The FHLB has the option, at its sole discretion, to terminate each advance after the initial fixed rate period of three months , requiring full repayment of the advance by Peoples, prior to the stated maturity.

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These advances require monthly interest payments, with no repayment of principal until the earlier of either an option to terminate being exercised by the FHLB or the stated maturity.

The FHLB amortizing, fixed rate advances have a fixed rate for the term of each advance, with maturities ranging from three to nine years .

Th ese advances require monthly principal and interest payments, with some having a constant prepayment rate requiring an additional principal payment annually.

The FHLB amortizing, fixed rate advances have a fixed rate for the term of each advance, with remaining maturities ranging from three to seven years .

These advances require monthly principal and interest payments, with some having a constant prepayment rate requiring an additional principal payment annually.

These advances are not eligible for optional prepayment prior to maturity.

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Non-recourse borrowings are used by Vantage to fund leases.

Certain non-recourse borrowings acquired from Vantage were paid off subsequent to the acquisition.

The Vantage non-recourse borrowings have interest rates ranging from 2.69 % to 11.25 % with various maturities, the latest being in 2030 .

The Vantage non-recourse borrowings have fixed interest rates ranging from 2.82 % to 11.25 % with various maturities, the latest being in 2030.

Payments received from customers on non-recourse leases are used to fund repayment of these borrowings.

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

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

Other long-term borrowings include trust preferred securities held for investments and floating rate 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.

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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, 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.

As of December 31, 2024, this trust preferred security had a carrying value of $ 5.9 million and an interest rate of 7.84 %, inclusive of the impact of fair value adjustments.

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

These trust preferred securities and subordinated debentures are considered tier 1 and tier 2 capital, respectively, (with certain limitations applicable) under current regulatory guidelines.

(Dollars in thousands) April 30, 2023 December 31, 2024

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Porter Statutory Trust IV 2037 10,000 6,886 7,480 6.43 %

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

Floating rate subordinated deferrable interest debentures 2029 25,000 23,677 24,030 8.80 %

Total 46,000 39,453 40,803

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

At December 31, 2024, the aggregate principal amounts due upon maturity of long-term borrowings in future periods were as follows:

(Dollars in thousands) Balance

2024 $ 12,332

Thereafter 38,674

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Disbursed out of treasury stock — ( 3,039 )

Common shares purchased under repurchase program — 263,183

Common shares issued under dividend reinvestment plan 43,519 —

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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

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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

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Common shares issued under employee stock purchase plan — ( 41,761 )

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

Shares at December 31, 2024 36,782,601 1,311,175

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.

Peoples purchased an aggregate of 100,905 , 107,219 , and 263,183 of Peoples’ outstanding common shares totaling $ 3.0 million, $ 3.0 million, and $ 7.4 million during 2024, 2023, and 2022 respectively.

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.

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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)

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

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

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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.

For employees hired before January 1, 2003, the amount of postretirement benefit is based on the employee’s average monthly compensation over the highest five consecutive years out of the employee’s last ten years with Peoples while an eligible employee.

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.

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

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

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Retirement Savings Plan

Peoples also maintains a retirement savings plan, or 401(k) plan, which covers substantially all employees.

Peoples maintains a retirement savings plan, or 401(k) plan, which covers substantially all employees.

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

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

Since January 1, 2021, Peoples has matched 100 % of participants’ contributions up to 6 % of the participants’ compensation.

Matching contributions made by Peoples totaled $ 5.8 million in 2024, $ 5.4 million in 2023 and $ 4.4 million in 2022.

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Tax-exempt interest income ( 258 ) ( 0.2 ) % ( 555 ) ( 0.4 ) % ( 921 ) ( 0.7 ) %

Fixed asset depreciation — — % — — % ( 1,142 ) ( 2.0 ) %

Other, net ( 648 ) ( 0.4 ) % 274 0.2 % 94 0.1 %

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At December 31, 2024, Peoples had approximately $ 2.2 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 .

However, all $ 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 $ 87,000 in 2024, $ 777,000 in 2023, and $ 13,000 in 2022.

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Uncertain tax positions, end of year $ 572 $ 527

All of the gross unrecognized tax benefits would impact People’s effective tax rate if recognized.

Peoples is subject to U.S.

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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, 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.

At December 31, 2024, Peoples had entered into eight interest rate swaps with an aggregate notional value of $ 75.0 million.

Peoples will pay a fixed rate of interest for up to four 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, 2024, the interest rate swaps were designated as cash flow hedges of $ 75.0 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 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.

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 SOFR floating portion of the swaps to ensure effectiveness of the cash flow hedge.

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Pledged Collateral

Peoples pledges or receives collateral for all interest swaps.

Peoples pledges or receives collateral for all interest rate swaps.

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.

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Average required reserve balances were $ 0 and $ 0 in 2024 and 2023, respectively.

In response to the COVID-19 pandemic, the Federal Reserve reduced reserve requirement ratios to 0% effective on March 26, 2020, to support lending to households and businesses.

The reserve requirement ratio remained at 0% as of December 31, 2024.

Limits on Dividends

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Peoples maintained the capital required by the Federal Reserve Board to be deemed well capitalized and remain a financial holding company.

To be categorized as well capitalized, Peoples and Peoples Bank must maintain minimum common equity tier 1, tier 1 risk-based, total risk-based and tier I leverage ratios as set forth in the table below.

To be categorized as well capitalized, Peoples and Peoples Bank must maintain minimum common equity tier 1, tier 1 risk-based, total risk-based and tier I

leverage ratios as set forth in the table below.

There are no conditions or events since this notification that management believes have changed Peoples’ or Peoples Bank’s category.

1 unchanged sentence

(Dollars in thousands) Amount Ratio Amount Ratio

PEOPLES BANCORP, INC.

Common Equity Tier 1 (a)

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Total unrecognized stock-based compensation related to unvested restricted common share awards was $ 6.2 million at December 31, 2024, which will be recognized over a weighted-average period of 1.9 years.

In 2021, the Board of Directors granted 4,347 unrestricted common shares to non-employee directors, with related stock-based compensation of $ 135,000 .

Note 19 Revenue

3 unchanged sentences

Commission and fees from sale of insurance policies (a) $ 17,183 $ 16,382 $ 14,303

Fees related to third-party administration services (a) 301 343

Performance-based commissions (b) 2,218 1,634 1,424

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Balance, January 1, 2024

$ 753 $ 5,776

Additional income receivable 181 —

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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.

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.

Peoples recorded acquisition-related expenses related to the Limestone Merger, which included $ 0.2 million and $ 16.9 million in non-interest expense for the years ended December 31, 2024 and December 31, 2023.

For 2024, acquisition-related expenses included $ 0.4 million of other non-interest expense, which was partially offset by the reversal of an accrual for data processing and software expense.

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.

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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

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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.

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Fair value $ 55,504 $ ( 2,051 ) $ ( 3,451 ) $ 50,002

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

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 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 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

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

Note 21 Parent Company Only Financial Information

12 unchanged sentences

Dividends payable 1,420 938

Mandatorily redeemable capital securities of subsidiary trusts and junior subordinated debentures 62,271 16,268

Subordinated notes and debentures 24,030 25,000

Mandatorily redeemable capital securities of subsidiary trusts and subordinated debentures 37,271 37,271

Total liabilities 65,796 66,551

22 unchanged sentences

Equity in undistributed earnings of subsidiaries ( 54,222 ) ( 75,887 ) ( 54,076 )

Gain on investment securities — — —

Other, net 12,624 ( 6,757 ) 5,008

1 unchanged sentence

Investing activities

Net proceeds from sales and maturities of investment securities — — 10

Investment in subsidiaries ( 43,203 ) ( 39,414 ) ( 13,084 )

Decrease in receivable from subsidiary 40,086 12,279 16,344

Repayments from subsidiaries 39,100 40,086 12,279

Business combinations, net of cash received — 27,763 ( 1,239 )

29 unchanged sentences

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.

Peoples has adopted an Insider Trading Policy that governs the purchase, sale, and/or dispositions of Peoples securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to Peoples.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

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 “Governance – Governance Documents” tab of the “Investor Relations” page of Peoples’ Internet website.

Interested persons may also obtain copies of the Code of Ethics without charge by writing to Peoples Bancorp Inc., Attention:

3 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 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.

COMPENSATION DISCUSSION AND ANALYSIS,” “SUMMARY COMPENSATION TABLE FOR 2024,” “GRANTS OF PLAN-BASED AWARDS FOR 2024,” “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024,” “OPTION EXERCISES AND STOCK VESTED FOR 2024,” “NON-QUALIFIED DEFERRED COMPENSATION FOR 2024,” “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

115 unchanged sentences

Agreement to furnish instruments and agreements defining rights of holders of long-term debt Filed herewith

Indenture, dated as of June 25, 2007, between NB&T Financial Group, Inc., as issuer, and Wilmington Trust Company, as trustee, relating to Fixed/Floating Rate Junior Subordinated Debt Securities due 2037 Incorporated herein by reference to Exhibit 4.1(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

Indenture, dated as of June 25, 2007, between NB&T Financial Group, Inc., as issuer, and Wilmington Trust Company, as trustee, relating to Fixed/Floating Rate Subordinated Debt Securities due 2037 Incorporated herein by reference to Exhibit 4.1(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended June 30, 2015 (File No.

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Incorporated herein by reference to Exhibit 4.3 to Peoples’ June 30, 2015 Form 10-Q

Indenture, dated as of February 26, 2004, between First National Bankshares Corporation, as Issuer, and Wilmington Trust Company, as Trustee, relating to Floating Rate Junior Subordinated Debt Securities Due 2034 Incorporated herein by reference to Exhibit 4.1(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

Indenture, dated as of February 26, 2004, between First National Bankshares Corporation, as Issuer, and Wilmington Trust Company, as Trustee, relating to Floating Rate Subordinated Debt Securities Due 2034 Incorporated herein by reference to Exhibit 4.1(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc.

for the quarterly period ended September 30, 2021 (File No.

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Annual Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc.

[Effective beginning with the fiscal year beginning January 1, 2024]* Incorporated herein by reference to Exhibit 10.4 to Peoples’ 2023 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, 2025]* Filed herewith

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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

Peoples Bancorp Inc.

Amended and Restated Change in Control Agreement between Peoples Bancorp Inc.

and Charles W.

Sulerzyski (adopted April 4, 2011)* 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 June 30, 2011 (File No.

*Management Compensation Plan or Agreement

Consulting Agreement dated March 20, 2024 among Charles Sulerzyski, Peoples Bancorp Inc.

and Peoples Bank Incorporated by reference to Exhibit 10.1 to the Current Report of Peoples Bancorp Inc.

on Form 8-K dated and filed on March 21, 2024 (File No.

Peoples Bancorp Inc.

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Change in Control Agreement between Peoples Bancorp Inc.

and Tyler Wilcox (adopted October 1, 2020)* Incorporated herein by reference to Exhibit 10.3 to Peoples’ September 30, 2020 Form 10-Q

and Tyler Wilcox (adopted August 1, 2024)* Incorporated herein by reference to Exhibit 10.1 to the Current Report of Peoples Bancorp Inc.

on Form 8-K dated and filed on August 2, 2024 (File No.

Peoples Bancorp Inc.

5 unchanged sentences

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

Fourth Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Award Agreement used to evidence grants of performance-based restricted common shares to executive officers of Peoples Bancorp Inc.

after November 20, 2024* Filed herewith

Form of Peoples Bancorp Inc.

after April 27, 2023 and prior to November 20, 2024* 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

Exhibit Location

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

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 July 26, 2023 and prior to October 23, 2023* Incorporated herein by reference to Exhibit 10.4 to Peoples’ June 30, 2023 Form 10-Q

Form of Peoples Bancorp Inc.

2 unchanged sentences

*Management Compensation Plan or Agreement

Exhibit Location

Insider Trading Policy Filed herewith

Subsidiaries of Peoples Bancorp Inc.

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February 27, 2025 By:

/s/ CHARLES W.

/s/ TYLER WILCOX

President and Chief Executive Officer

1 unchanged sentence

Signatures Title Date

/s/ CHARLES W.

SULERZYSKI President, Chief Executive Officer and Director

/s/ TYLER WILCOX President, Chief Executive Officer and Director

(Principal Executive Officer) 2/27/2025

/s/ KATIE BAILEY Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) 2/27/2025

ABRAHAM* Director 2/28/2024

CRAIG BEAM* Director 2/27/2025

1 unchanged sentence

/s/ GLENN HOGAN* Director 2/27/2025

HUGGINS* Director 2/28/2024

/s/ BROOKE W.

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* The undersigned, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the directors of the Registrant identified above pursuant to Powers of Attorney executed by the directors of the Registrant identified above, which Powers of Attorney are filed with this Annual Report on Form 10-K in Exhibit 24.

/s/ CHARLES W.

/s/ TYLER WILCOX

President and Chief Executive Officer

1 unchanged sentence

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