PEOPLES BANCORP INC 10-K

ITEM 9A CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Peoples’ management, with the supervision and participation of Peoples’ President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, has evaluated the effectiveness of Peoples’ disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2024. Based upon that evaluation, Peoples’ President and Chief Executive Officer, and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, have concluded that: (a) information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be accumulated and communicated to Peoples’ management, including its President and Chief Executive Officer, and its Executive Vice President, Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure; (b) information required to be disclosed by Peoples in this Form 10-K and other reports Peoples files or submits under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (c) Peoples’ disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K. Management’s Annual Report on Internal Control Over Financial Reporting The “Report of Management’s Assessment of Internal Control Over Financial Reporting” required by Item 308(a) of SEC Regulation S-K is included on page 78 of this Form 10-K. Attestation Report of Independent Registered Public Accounting Firm The “Report of Independent Registered Public Accounting Firm” required by Item 308(b) of SEC Regulation S-K is included on page 80 of this Form 10-K. Ernst & Young LLP (U.S. PCAOB Auditor Firm I.D.: 42 ), the independent registered public accounting firm that audited Peoples’ consolidated financial statements included in this Form 10-K, has issued an attestation report on the effectiveness of Peoples’ internal control over financial reporting as of December 31, 2024. The report, which expresses the opinion that Peoples’ management has maintained effective internal control over financial reporting as of December 31, 2024, is included in the “Report of Independent Registered Public Accounting Firm.” Changes in Internal Control Over Financial Reporting There were no changes in Peoples’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, Peoples’ internal control over financial reporting. 76 ITEM 9B OTHER INFORMATION (a) None. (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 Not Applicable. 77 Report of Management’s Assessment of Internal Control Over Financial Reporting Peoples’ management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Peoples’ internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation, integrity, and fair presentation of Peoples’ Consolidated Financial Statements for external purposes in accordance with United States generally accepted accounting principles. With the supervision and participation of Peoples’ President and Chief Executive Officer and Peoples’ Executive Vice President, Chief Financial Officer and Treasurer, Peoples’ management evaluated the effectiveness of Peoples’ internal control over financial reporting as of December 31, 2024, using the Internal Control-Integrated Framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on the results of its evaluation, Peoples’ management has concluded that Peoples’ internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2024. No matter how well designed, internal control over financial reporting may not prevent or detect all misstatements. Projection of the evaluation of effectiveness to future periods is subject to risks, including but not limited to (a) controls may become inadequate due to changes in conditions; (b) a deterioration may occur in the degree of compliance with policies or procedures; and (c) the possibility of control circumvention or override occurring, any of which may lead to misstatements due to undetected error or fraud. Effective internal control over financial reporting can provide only a reasonable assurance with respect to financial statement preparation and financial reporting. Peoples’ management assessed the effectiveness of Peoples’ internal control over financial reporting as of December 31, 2024, and, based on this assessment, has concluded Peoples’ internal control over financial reporting was effective at a reasonable assurance level as of that date. 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. By: /s/ TYLER WILCOX By: /s/ KATIE BAILEY Tyler Wilcox Katie Bailey President and Chief Executive Officer Executive Vice President, Chief Financial Officer and Treasurer February 27, 2025 78 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Peoples Bancorp Inc. Opinion on Internal Control Over Financial Reporting We have audited Peoples Bancorp Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Peoples Bancorp Inc. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Chicago, Illinois February 27, 2025 79 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Peoples Bancorp Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Peoples Bancorp Inc. and subsidiaries (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 (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 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. The methodology for determining the quantitative component includes (1) a pooled component for loans that exhibit similar risk characteristics and (2) a specific component for those loans that do not exhibit similar risk characteristics. For loans exhibiting similar risk characteristics, the Company uses a loss driver method, which analyzes one or more economic variables to the change in default rate using a regression analysis, and a discounted cash flow methodology in determining an ACL for each loan segment. Management applies judgment in determining the extent of qualitative factors used in the qualitative component to adjust the loss rates for loan segments to reflect the impact these factors may have on expected losses in the loan portfolio. These include economic conditions, collateral, concentrations, troubled assets, Peoples' loss trends, peer loss trends, delinquency trends, portfolio composition and loan growth, underwriting, and certain other risks. The Company’s loan and lease portfolio totaled $6.36 billion as of December 31, 2024, and the associated ACL was $63.3 million. 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 modeled ACL is highly judgmental and has a significant effect on the ACL. 80 How We Addressed the Matter in Our Audit We obtained an understanding of the Company’s processes for establishing the ACL through the year ended December 31, 2024. We evaluated the design and tested the operating effectiveness of the Company’s controls over the ACL process, which included, among others, management’s review and approval controls designed to assess and challenge whether the economic forecast used is reasonable and supportable. To test whether the economic forecast utilized by the Company in calculating the ACL was reasonable and supportable, our audit procedures included, among others, the following: 1) We obtained corroborative information, including employment statistics, economic reports and alternative economic forecasts, and considered any contrary evidence; 2) We evaluated the reliability of the external information source used by the Company in determining the economic forecast; 3) We verified the economic variables from the external information source were accurately input into the Company’s model used in estimating the ACL; 4) We compared the total ACL to the Company’s historical losses, considering changes in the current economic environment to evaluate whether the ACL appropriately reflected losses expected in the portfolio; and 5) We evaluated whether the total ACL appropriately reflected losses expected in the loan portfolio by comparing to peer bank data. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1995. Chicago, Illinois February 27, 2025 81 -PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, (Dollars in thousands) 2024 2023 Assets Cash and cash equivalents: Cash and due from banks $ 108,721 $ 111,680 Interest-bearing deposits in other banks 108,943 315,042 Total cash and cash equivalents 217,664 426,722 Available-for-sale investment securities, at fair value (amortized cost of $ 1,229,382 at December 31, 2024 and $ 1,184,288 at December 31, 2023) (a) 1,083,555 1,048,322 Held-to-maturity investment securities, at amortized cost (fair value of $ 692,499 at December 31, 2024 and $ 612,022 at December 31, 2023) (a) 774,800 683,657 Other investment securities 60,132 63,421 Total investment securities (a) 1,918,487 1,795,400 Loans and leases, net of deferred fees and costs (b) 6,358,003 6,159,196 Allowance for credit losses ( 63,348 ) ( 62,011 ) Net loans and leases 6,294,655 6,097,185 Loans held for sale 2,348 1,866 Bank premises and equipment, net of accumulated depreciation 103,669 103,856 Bank owned life insurance 143,710 140,554 Goodwill 363,199 362,169 Other intangible assets 39,223 50,003 Other assets 171,292 179,627 Total assets $ 9,254,247 $ 9,157,382 Liabilities Deposits: Non-interest-bearing $ 1,507,661 $ 1,567,649 Interest-bearing 6,082,544 5,535,272 Total deposits 7,590,205 7,102,921 Short-term borrowings 193,474 650,497 Long-term borrowings 238,073 216,241 Accrued expenses and other liabilities 120,905 134,189 Total liabilities 8,142,657 8,103,848 Stockholders’ Equity Preferred shares, no par value, 50,000 shares authorized and no shares issued at December 31, 2024 and December 31, 2023 — — Common shares, no par value, 50,000,000 shares authorized, 36,782,601 shares issued at December 31, 2024 and 36,736,041 shares issued at December 31, 2023, including shares held in treasury 866,844 865,227 Retained earnings 388,109 327,237 Accumulated other comprehensive loss, net of deferred income taxes ( 110,385 ) ( 101,590 ) Treasury stock, at cost, 1,311,175 common shares at December 31, 2024 and 1,511,348 common shares at December 31, 2023 ( 32,978 ) ( 37,340 ) Total stockholders’ equity 1,111,590 1,053,534 Total liabilities and stockholders’ equity $ 9,254,247 $ 9,157,382 (a) Available-for-sale investment securities and held-to-maturity investment securities are presented net of allowance for credit losses of $ 0 and $ 237 , respectively, at December 31, 2024 and $ 0 and $ 238 , respectively, at December 31, 2023. (b) Also referred to throughout this Form 10-K as “total loans” and “loans held for investment.” See Notes to the Consolidated Financial Statements 82 PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share data) 2024 2023 2022 Interest income: Interest and fees on loans $ 450,996 $ 383,032 $ 234,765 Interest and dividends on taxable investment securities 59,008 49,282 28,903 Interest on tax-exempt investment securities 3,963 4,326 4,176 Other interest income 6,809 2,763 1,710 Total interest income 520,776 439,403 269,554 Interest expense: Interest on deposits 142,114 71,934 9,171 Interest on short-term borrowings 15,545 19,935 2,661 Interest on long-term borrowings 14,416 8,160 4,280 Total interest expense 172,075 100,029 16,112 Net interest income 348,701 339,374 253,442 Provision for (recovery of) credit losses (a) 24,787 15,174 ( 3,510 ) Net interest income after provision for (recovery of) credit losses 323,914 324,200 256,952 Non-interest income: Electronic banking income 25,142 25,210 21,094 Trust and investment income 19,513 17,160 16,391 Insurance income 19,401 18,016 15,727 Deposit account service charges 17,584 16,682 14,583 Lease income 10,408 7,844 4,267 Bank owned life insurance income 4,216 4,151 2,624 Mortgage banking income 1,788 1,078 1,397 Net loss on asset disposals and other transactions ( 3,310 ) ( 2,837 ) ( 616 ) Net loss on investment securities ( 416 ) ( 3,700 ) ( 61 ) Other non-interest income (b) 5,040 3,809 3,430 Total non-interest income 99,366 87,413 78,836 Non-interest expense: Salaries and employee benefit costs 150,041 144,031 112,690 Net occupancy and equipment expense 24,151 21,368 19,516 Data processing and software expense 25,221 21,607 14,241 Professional fees 12,109 17,041 12,094 Amortization of other intangible assets 11,161 11,222 7,763 Electronic banking expense 7,548 7,150 9,231 Marketing expense 3,914 5,017 3,728 FDIC insurance expense 4,929 4,785 3,702 Franchise tax expense 3,222 3,540 3,487 Other loan expenses 4,147 2,859 2,735 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 Total non-interest expense 273,816 266,487 207,147 Income before income taxes 149,464 145,126 128,641 Income tax expense 32,259 31,763 27,349 Net income $ 117,205 $ 113,363 $ 101,292 Earnings per common share – basic $ 3.34 $ 3.46 $ 3.61 Earnings per common share – diluted $ 3.31 $ 3.44 $ 3.60 Weighted-average number of common shares outstanding – basic 34,779,548 32,533,086 27,908,022 Weighted-average number of common shares outstanding – diluted 35,147,354 32,760,808 27,999,602 (a) The provision for credit losses includes changes related to the allowance for credit losses on loans, held-to-maturity investment securities, and the unfunded commitment liability. (b) Includes realized and unrealized gains on equity investment securities recorded in other non-interest income of $ 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 83 4PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity (Dollars in thousands) Balance, December 31, 2021 $ 686,282 $ 207,076 $ ( 11,619 ) $ ( 36,714 ) $ 845,025 Net income — 101,292 — — 101,292 Other comprehensive loss, net of tax — — ( 115,517 ) — ( 115,517 ) Cash dividends declared — ( 42,432 ) — — ( 42,432 ) Reissuance of treasury stock for common share awards ( 4,989 ) — — 4,989 — Reissuance of treasury stock for deferred compensation plan for Boards of Directors — — — 78 78 Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors — — — ( 1,745 ) ( 1,745 ) Common shares repurchased under share repurchase program — — — ( 7,407 ) ( 7,407 ) Common shares issued under dividend reinvestment plan 1,272 — — — 1,272 Common shares issued under compensation plan for Boards of Directors 83 — — 423 506 Stock-based compensation 3,707 — — — 3,707 Common shares issued under employee stock purchase plan 95 — — 454 549 Balance, December 31, 2022 $ 686,450 $ 265,936 $ ( 127,136 ) $ ( 39,922 ) $ 785,328 Net income — 113,363 — — 113,363 Other comprehensive loss, net of tax — — 25,546 — 25,546 Cash dividends declared — ( 52,062 ) — — ( 52,062 ) Reissuance of treasury stock for common share awards ( 5,944 ) — — 5,944 — 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 — — — ( 1,769 ) ( 1,769 ) Common shares repurchased under share repurchase program — — — ( 3,030 ) ( 3,030 ) Common shares issued under dividend reinvestment plan 1,324 — — — 1,324 Common shares issued under compensation plan for Boards of Directors 62 — — 486 548 Stock-based compensation 5,337 — — — 5,337 Common shares issued under employee stock purchase plan 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 84 PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED) Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity (Dollars in thousands) Net income $ — $ 117,205 $ — $ — $ 117,205 Other comprehensive income, net of tax — — ( 8,795 ) — ( 8,795 ) Cash dividends declared — ( 56,333 ) — — ( 56,333 ) Reissuance of treasury stock for common share awards ( 6,880 ) — — 6,880 — Reissuance of treasury stock for deferred compensation plan for Boards of Directors — — — 342 342 Repurchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors — — — ( 1,309 ) ( 1,309 ) Common shares repurchased under share repurchase program — — — ( 3,000 ) ( 3,000 ) Common shares issued under dividend reinvestment plan 1,501 — — — 1,501 Common shares issued under compensation plan for Boards of Directors 86 — — 406 492 Common shares issued under employee stock purchase plan 236 — — 1,043 1,279 Stock-based compensation 6,674 — — — 6,674 Balance, December 31, 2024 $ 866,844 $ 388,109 $ ( 110,385 ) $ ( 32,978 ) $ 1,111,590 See Notes to the Consolidated Financial Statements 85 PEOPLES BANCORP INC. 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 86 PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) 2024 2023 2022 Operating activities: Net income $ 117,205 $ 113,363 $ 101,292 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion, net 3,514 3,668 17,319 Provision for (recovery of) credit losses 24,787 15,174 ( 3,510 ) Bank owned life insurance income ( 4,216 ) ( 4,151 ) ( 2,624 ) Net loss on investment securities 416 3,700 61 Fair value adjustment on equity investment securities ( 50 ) 141 ( 2 ) Loans originated for sale ( 65,356 ) ( 33,196 ) ( 48,081 ) Proceeds from sales of loans 65,984 34,041 50,442 Net gains on sales of loans ( 1,376 ) ( 659 ) ( 994 ) Deferred income tax (benefit) expense 6,973 ( 238 ) 18,566 (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 Increase (decrease) in interest payable ( 1,674 ) 6,621 ( 420 ) Increase in operating lease assets ( 16,217 ) ( 13,817 ) — Change in lease right-of-use assets and lease liabilities 158 ( 335 ) ( 38 ) Stock-based compensation 7,324 6,025 4,325 Other, net 3,012 5,593 ( 7,598 ) Net cash provided by operating activities 143,187 143,643 119,839 Investing activities: Available-for-sale investment securities: Purchases ( 331,274 ) ( 75,351 ) ( 246,155 ) Proceeds from sales 28,369 198,893 28,663 Proceeds from principal payments, calls and prepayments 255,744 151,047 190,143 Held-to-maturity investment securities: Purchases ( 253,546 ) ( 207,428 ) ( 206,768 ) Proceeds from principal payments 162,497 84,116 19,033 Other investment securities: Purchases ( 28,431 ) ( 27,206 ) ( 23,632 ) Proceeds from sales 32,049 21,281 5,784 Net (increase) decrease in loans held for investment ( 199,243 ) ( 356,075 ) ( 58,142 ) Net expenditures for premises and equipment ( 6,822 ) ( 13,458 ) ( 6,753 ) Proceeds from sales of other real estate owned 9 129 572 Investment in bank owned life insurance — — ( 30,000 ) Proceeds from bank owned life insurance 1,060 227 689 Business acquisitions, net of cash received ( 1,579 ) 92,594 ( 85,791 ) Investment in limited partnership and tax credit funds ( 3,142 ) ( 1,699 ) ( 1,857 ) Net cash used in investing activities ( 344,309 ) ( 132,930 ) ( 414,214 ) Financing activities: Net (decrease) increase in non-interest-bearing deposits ( 59,988 ) ( 284,480 ) ( 52,020 ) Net increase (decrease) in interest-bearing deposits 547,098 436,545 ( 93,082 ) Net (decrease) increase in short-term borrowings ( 457,023 ) 90,359 328,611 Proceeds from long-term borrowings 55,277 115,108 24,804 Payments on long-term borrowings ( 34,641 ) ( 40,165 ) ( 125,345 ) Cash dividends paid ( 55,828 ) ( 51,845 ) ( 42,372 ) Repurchase of treasury stock under share repurchase program ( 3,000 ) ( 3,030 ) ( 7,407 ) Purchase of treasury stock in connection with employee incentive program and compensation plan for Boards of Directors to be held as treasury stock ( 1,309 ) ( 1,769 ) ( 1,745 ) Proceeds from issuance of common shares 1,478 1,264 1,226 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 Cash and cash equivalents at end of period $ 217,664 $ 426,722 $ 154,022 87 PEOPLES BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) 2024 2023 2022 Supplemental cash flow information: Interest paid $ 172,712 $ 90,367 $ 16,270 Income taxes paid 28,489 30,073 4,131 Supplemental noncash disclosures: Transfers from loans to other real estate owned $ 235 $ 31 $ 110 Noncash recognition of new leases 1,660 4,428 880 See Notes to the Consolidated Financial Statements 88 PEOPLES BANCORP INC. AND SUBSIDIARIES TABLE OF CONTENTS TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies 90 Note 2. Fair Value of Financial Instruments 97 Note 3. Investment Securities 101 Note 4. Loans and Leases, and Allowance for Credit Losses 105 Note 5. Bank Premises and Equipment 105 Note 6. Leases 106 Note 7. Goodwill and Other Intangible Assets 108 Note 8. Deposits 110 Note 9. Short-Term Borrowings 111 Note 10. Long-Term Borrowings 112 Note 11. Stockholders’ Equity 114 Note 12. Employee Benefit Plans 115 Note 13. Income Taxes 115 Note 14. Earnings Per Common Share 117 Note 15. Derivative Financial Instruments 117 Note 16. Off-Balance Sheet Risk 119 Note 17. Regulatory Matters 119 Note 18. Stock-Based Compensation 121 Note 19. Revenue 122 Note 20. Acquisitions 122 Note 21. Parent Company Only Financial Information 124 89 PEOPLES BANCORP INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Peoples Bancorp Inc. is a financial holding company that offers a full range of financial services and products primarily offered through its 148 financial service offices and ATMs, including 129 full-service branches in Ohio, Kentucky, West Virginia, Washington, D.C., Virginia, and Maryland as of December 31, 2024, as well as through online resources that are web-based and mobile-based. Peoples’ insurance, premium financing and equipment leasing services are offered nationwide. Brokerage services are offered exclusively through an unaffiliated registered broker-dealer located at Peoples Bank’s offices. Indirect consumer lending activities are provided through approved dealerships. Peoples Bank’s credit card and merchant processing services are provided through joint marketing arrangements with third parties. Note 1 Summary of Significant Accounting Policies The accounting and reporting policies of Peoples Bancorp Inc. and subsidiaries (“Peoples” refers to Peoples Bancorp Inc. and its consolidated subsidiaries collectively, except where the context indicates the reference relates solely to Peoples Bancorp Inc.) conform to U.S. generally accepted accounting principles (“US GAAP”) and to general practices within the banking industry. The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. 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: Business Combinations: Business combinations are accounted for using the acquisition method of accounting. Under this accounting method, the acquired company’s net assets are recorded at fair value on the date of acquisition, and the results of operations of the acquired company are combined with those of Peoples from the acquisition date forward. Costs related to the acquisition are expensed as incurred. The purchase price paid over the fair value of the net assets acquired, including intangible assets with finite lives, is recorded as goodwill. Consolidation: 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, 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. Fair Value Measurements: The measurement of fair value under US GAAP uses a hierarchy intended to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows: Level 1: Quoted prices in active exchange markets for identical assets or liabilities; also includes certain U.S. Treasury and other U.S. government and agency securities actively traded in over-the-counter markets. Level 2: Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data; also includes derivative financial instruments whose value is determined using a pricing model with observable market inputs or can be derived principally from, or corroborated by, observable market data. This category generally includes certain U.S. government and agency securities, corporate debt securities, derivative instruments, and residential mortgage loans held for sale. Level 3: Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as financial instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for single dealer nonbinding quotes not corroborated by observable market data. This category generally includes certain private equity investments, retained interests from securitization, and certain collateralized debt obligations. Operating Segments: 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 90 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. 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 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. The cost of equity investment securities is based on the weighted-average method. Peoples determines the appropriate classification of investment securities at the time of purchase. Held-to-maturity securities are those securities that Peoples has the positive intent and ability to hold to maturity and are recorded at amortized cost. Available-for-sale securities are those securities that would be available to be sold in the future in response to Peoples’ liquidity needs, changes in market interest rates, and asset-liability management strategies, among other considerations. Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in total stockholders’ equity as a separate component of accumulated other comprehensive loss (“AOCL”), net of applicable deferred income taxes. Certain restricted equity investment securities that do not have readily determinable fair values and for which Peoples does not exercise significant influence, are carried at cost. These cost method securities are reported in “Other investment securities” on the Consolidated Balance Sheets and consist primarily of shares of the Federal Home Loan Bank of Cincinnati (the “FHLB”) and the Federal Reserve Bank of Cleveland (the “FRB”). Peoples evaluates available-for-sale investment securities on a quarterly basis to determine how much, if any, allowance for credit losses is required. Peoples reviews available-for-sale investment securities at an unrealized loss position, with potential exposure to a credit event (which excludes U.S. government and U.S. government sponsored agency securities) to determine if the unrealized loss was credit-related. An allowance for credit losses is recorded to the extent that the unrealized loss was credit-related and likely to be permanent. Peoples evaluates held-to-maturity investment securities on a quarterly basis in determining an allowance for credit losses. Peoples has determined that the loss given default for U.S. government sponsored enterprise investment securities is zero , due to the fact that it is unlikely the ultimate guarantor (the U.S. government) would not perform on its implicit guarantee in the event of default. The remaining securities are included in the calculation of the allowance for credit losses for held-to-maturity investment securities. Loans and Leases: Loans 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 principal balance outstanding, net of deferred loan fees and costs, purchase premiums and discounts, charge-offs and an allowance for credit losses. Leases originated by Peoples are reported at the net investment of the lease, net of initial direct costs, charge-offs and an allowance for credit losses. Throughout this Form 10-K, loans and leases are referred to as “total loans” and “loans held for investment.” The foreseeable future is based upon current market conditions and business strategies, as well as balance sheet management and liquidity. As the conditions change, so may management’s view of the foreseeable future. Peoples considers loans and leases past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan or lease agreement. Upon detection of the reduced ability of a borrower or lessee to meet cash flow obligations, consumer and residential real estate loans and leases are typically charged down to the net realizable value, with the residual balance placed on nonaccrual status. 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 purchase credit deteriorated (“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. The initial allowance for credit losses determined on a collective basis is allocated to individual loans or leases. The total of the purchase price and allowance for credit losses is the net amount expected to be collected for PCD loans or leases. The variance between the initial amortized cost basis and the par value of the loan 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 loan. 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 91 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. Loans Held for Sale: Loans originated by Peoples and intended to be sold in the secondary market, generally one-to-four family residential loans, are carried at the lower of cost or estimated fair value determined on an aggregate basis. Gains and losses on sales of loans held for sale are included in mortgage banking income. Loans originated by Peoples with the intent to be held in the portfolio are subsequently transferred to held for sale when a decision is made to sell these loans. At the time of a loan’s transfer to the held for sale classification, the loan is recorded at the lower of cost or its fair value. Any reduction in the loan’s fair value is reflected as a write-down of the recorded investment resulting in a new cost basis, with a corresponding charge against the allowance for credit losses. If the fair value of a loan classified as held for sale in subsequent periods is less than its cost basis, the carrying value of the loan is adjusted accordingly, with the corresponding loss recognized in income. Allowance for Credit Losses: The allowance for credit losses includes both the allowance for credit losses for loans and leases and the allowance for credit losses on lending-related commitments. The allowance for credit losses is a valuation reserve established through the provision for credit losses charged against income. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a pool basis, with loans collectively evaluated when similar risk characteristics exist. Peoples evaluated risk characteristics, including but not limited to: internal or third-party credit scores or credit ratings, risk ratings or classifications, financial asset type, collateral type, size, effective interest rate, term, geographical location, industry of the borrower, vintage, historical or credit loss patterns and reasonable and supportable forecast periods. Peoples identified 20 segments for which it believes there are similar risk characteristics and utilized a discounted cash flow methodology in determining an allowance for credit losses for each segment. 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. Variables that had a strong correlation were selected as economic factors, or variables, for the model. If a single variable was not found to be strongly correlated, additional variables were included. Peoples utilizes the U.S. 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. Peoples measured loss given default at the segment level due to statistical considerations using historical information. Peoples also utilized peer data due to somewhat volatile loss history in certain segments to normalize default curves, which provided more meaningful results. Peoples modeled amortizing loans with a prepayment rate annualized to one year. The prepayment rates were calculated using Peoples’ historical data, at the segment level. 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 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. In general, Peoples completes a quarterly evaluation based on several qualitative factors to determine if there should be adjustments made to the allowance for credit losses. These factors include economic conditions, collateral, concentrations, troubled assets, Peoples’ loss trends, peer loss trends, delinquency trends, portfolio composition and loan growth, underwriting, and certain other risks. The allowance for credit losses related to specific loans was based on management’s estimate of potential losses on impaired loans as determined by (1) the present value of expected future cash flows, (2) the fair value of collateral if the loan is determined to be collateral dependent, or (3) the loan’s observable market price. Peoples categorizes loans involving commercial borrowers into risk categories based upon an established grading matrix. This system is used to manage the risk within Peoples’ commercial lending activities, evaluate changes in the overall credit quality of the loan portfolio and evaluate the appropriateness of the allowance for credit losses. Loan grades are assigned at the time a new loan or lending commitment is extended by Peoples and may be changed at any time when circumstances warrant. Commercial loans to borrowers with an aggregate unpaid principal balance in excess of $ 1.0 million are reviewed at least on an annual basis for possible credit deterioration. Commercial leases, as well as loan relationships whose aggregate credit exposure to Peoples is equal to or less than $ 1.0 million, are reviewed at least on an event driven basis. Triggers for review include knowledge of adverse events affecting the borrower’s business, receipt of financial statements indicating deteriorating credit quality or other similar events. Adversely classified loans are reviewed on a quarterly basis. 92 The primary factors considered when assigning a risk grade to a loan include (1) reliability and sustainability of the primary source of repayment, (2) past, present and projected financial condition of the borrower, and (3) current economic and industry conditions. Other factors that could influence the risk grade assigned include the type and quality of collateral and the strength of any guarantors. The primary source of repayment for commercial real estate loans and commercial and industrial loans is normally the operating cash flow of the business available to repay debt. Management’s analysis of operating cash flow for commercial real estate loans secured by non-owner occupied properties takes into account factors such as rent rolls and vacancy statistics. Management’s analysis of operating cash flow for commercial real estate loans secured by owner occupied properties and all commercial and industrial loans considers the profitability, liquidity and leverage of the business. The evaluation of construction loans includes consideration of the borrower’s ability to complete construction within the established budget. The primary factors considered when classifying residential real estate loans, home equity lines of credit and consumer loans include the loan’s past due status and any declaration of bankruptcy by the borrower(s). The classification of residential real estate loans and home equity lines of credit also takes into consideration the current value of the underlying collateral. Peoples has elected the practical expedient not to measure allowance for credit losses for accrued interest receivables and reverses accrued interest on nonperforming loans against interest income in a timely manner. Unfunded Commitments: Peoples also completes a quarterly evaluation for unfunded commitments for loans that are not unconditionally cancellable, which includes construction loans, floor plan lines of credit, home equity lines of credit, other credit lines and letters of credit. Peoples performed a study to determine the historical funding rates of unadvanced portions of loans, and applied these funding rates to the unfunded commitments at period end. The loss rates, including qualitative factors, in determining the allowance for credit losses were applied at the segment level to the unfunded commitment amount to determine the allowance for credit loss liability for unfunded commitments. Nonaccrual Loans: Peoples discontinues the accrual of interest on a loan when conditions cause management to believe collection of all or any portion of the loan’s contractual interest is doubtful. Such conditions may include the borrower being 90 days or more past due on any contractual payments, or current information regarding the borrower’s financial condition and repayment ability. All unpaid accrued interest deemed uncollectable is reversed, which reduces Peoples’ net interest income. Interest received on nonaccrual loans is included in income only if principal recovery is reasonably assured. Bank Premises and Equipment: Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets owned. Major improvements to leased facilities are capitalized and included in bank premises at cost less accumulated depreciation, which is calculated on the straight-line method over the lesser of the remaining term for the leased facility or the estimated economic life of the improvement. Goodwill and Other Intangible Assets: Goodwill represents the excess of the cost of an acquisition or business combination over the fair value of the net assets acquired in the acquisition or business combination. Goodwill is not amortized but is tested for impairment when indicators of impairment exist, or at least annually on October 1. Peoples’ other intangible assets include customer relationship intangible assets, core deposit intangible assets, indefinite-lived trade name and servicing rights representing the net present value of future economic benefits to be earned from acquired customer relationships with definite useful lives. These intangible assets are amortized on an accelerated basis over their estimated lives ranging from 7 to 10 years. Servicing Rights: Servicing rights represent the right to service loans sold to third-party investors. Loans that are sold are primarily mortgage loans, but also include small business and agricultural loans. Servicing rights are recognized separately as a servicing asset whenever Peoples undertakes an obligation to service financial assets. Servicing rights are reported in other intangible assets on the Consolidated Balance Sheets. Serviced loans that have been completely sold are not included on the Consolidated Balance Sheets. Loan servicing income included in mortgage banking income includes servicing fees received from the third-party investors and certain charges collected from the borrowers. Peoples initially records servicing rights at fair value at the time of the sale of the loans to the third-party investor. Peoples follows the amortization method for the subsequent measurement of each class of separately recognized servicing assets and liabilities. Under the amortization method, Peoples amortizes the value of servicing assets or liabilities utilizing a straight-line basis approach over the period of estimated net servicing income or net servicing loss, and assesses servicing assets or liabilities for impairment or increased obligation based on the fair value at each reporting date. The fair value of the 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. Derivatives: Peoples enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known or expected cash amounts, the value of which is determined by interest rates. Peoples’ derivative financial instruments are used to manage differences in the amount, timing and duration of Peoples’ known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings. 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- 93 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. Interest Rate Lock Commitments: Peoples enters into interest rate lock commitments with borrowers and best efforts commitments with investors on mortgage loans originated for sale into the secondary markets to manage the inherent interest rate and pricing risk associated with selling loans. An interest rate lock commitment generally terminates once the loan is funded, the lock period expires or the borrower decides not to contract for the loan. A best efforts commitment generally terminates once the loan is sold, the commitment period expires or the borrower decides not to contract for the loan. These commitments are considered derivatives. The valuation of such commitments considers the servicing release premium, but does not consider other expected cash flows related to the servicing of the future loan. Management determined these derivatives did not have a material effect on Peoples’ financial position, results of operations or cash flows at December 31, 2024. Investments in Affordable Housing Limited Partnerships: Investments in affordable housing consist of investments in limited partnerships that operate qualified affordable housing projects or that invest in other limited partnerships formed to operate affordable housing projects. These investments are considered variable interest entities for which Peoples is not the primary beneficiary. Peoples generally utilizes the proportional amortization method to account for these investments with the tax credits, net of the amortization of the investment, reflected in the Consolidated Statements of Income as a reduction in income tax expense. The unamortized amount of the investments is recorded in “Other assets” and totaled $ 11.1 million and $ 13.1 million at December 31, 2024 and 2023, respectively. Other Real Estate Owned (“OREO”): OREO, included in “Other assets” on the Consolidated Balance Sheets, is comprised primarily of commercial and residential real estate properties acquired by Peoples in satisfaction of a loan. 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. Peoples had OREO totaling $ 6.2 million at December 31, 2024 and $ 7.2 million at December 31, 2023. Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”): Peoples enters into Repurchase Agreements with customers and other financial services companies, which are considered financings. As such, these obligations are recorded as a liability on the Consolidated Balance Sheets and disclosed in “Note 9 Short-Term Borrowings” and “Note 10 Long-Term Borrowings,” as appropriate. Securities pledged as collateral under Repurchase Agreements are included in investment securities on the Consolidated Balance Sheets and are disclosed in “Note 3 Investment Securities.” The fair value of the collateral pledged to a third party is continually monitored and additional collateral is pledged or returned, as deemed appropriate. Interest Income Recognition: Interest income on loans and investment securities is recognized by methods that result in level rates of return on principal amounts outstanding. This includes yield adjustments resulting from the amortization of premiums on investment securities, loan costs and premiums, and accretion of discounts on investment securities, loan fees and discounts. Loans that have been placed on nonaccrual, and are subsequently returned to accruing status, recognize interest income similar to other accruing loans once they return to accruing status. Prior accrued interest that was reversed when the loan was placed on nonaccrual is recognized when received, after all of the principal of the loan outstanding has been paid. 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: Peoples recognizes revenues as they are earned based on contractual terms, or as services are provided and collectability is reasonably assured. Peoples’ principal source of revenue is interest income, which is recognized on an accrual basis primarily according to the terms in written contracts, such as loan agreements or securities contracts. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal of cumulative revenue will not occur, once the uncertainty is resolved. Peoples’ contracts with customers are short-term in nature, and were recognized under the following revenue streams: Electronic Banking Income: Electronic banking income consists of two revenue streams related to interchange income, and promotional and usage income. 94 Peoples recognizes interchange income over time, on a monthly basis, which is based on the transactional volume of debit card and credit card activity completed by its customers during the month in which income is recognized. Peoples is obligated, based on its contracts with third parties, to meet certain volumes of debit card and credit card activities, which are performed by Peoples’ customers, over a certain period of time. Interchange income is variable as it is based on the transaction volume of debit card activity completed by Peoples’ customers. Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due for all PIN transactions from the vendor within one month of the completed customer debit card and credit card activity, while all other interchange transaction fees are earned and recorded on a daily basis. Peoples has elected to apply a practical expedient of right to invoice when recognizing interchange income, as Peoples has fulfilled the required performance obligations, the vendor has consumed the service, and Peoples has a right to the related income. Peoples also recognizes promotional and usage income over time, on a monthly basis, which is related to branding of debit cards and promotion or use of certain services provided by third-party vendors. Peoples is obligated to brand its debit cards in a certain manner, and promote and use services provided by third-party vendors. 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. Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the third-party vendors within 45 days of the monthly fulfillment of Peoples’ performance obligation. Peoples has elected to apply a practical expedient of right to invoice when recognizing promotional and usage income, as Peoples has fulfilled the required performance obligations, the vendor has consumed the service, and Peoples has a right to the related income. Trust and Investment Income: Trust and investment income consists of revenue from fiduciary and brokerage activities, which includes fees for services such as asset management, record keeping, retirement services and estate management, and investment commissions and fees related to the sale of investments. Trust and investment income is recognized over time, which reflects the duration of the contract period for which services have been provided. Trust and investment income is variable as it is based on the value of assets under administration and management, and specific transactions. Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer when billed, which is typically a monthly or quarterly billing for services rendered in the most recent period, for which the performance obligation has been satisfied. Peoples has elected to apply a practical expedient of right to invoice when recognizing trust and investment income, as Peoples has fulfilled the performance obligation, the customer has consumed the service, and Peoples has a right to the related income. Peoples has also elected to apply a practical expedient related to capitalizable costs, which are the commissions paid to financial advisors, and will expense these commissions paid to financial advisors as incurred, as these costs are related to the trust and investment income and would have been amortized within one year or less if they had been capitalized, the same period over which the income was earned. Insurance Income: Insurance income generally consists of commissions and fees from the sale of insurance policies, fees related to third-party administration services and performance-based commissions from insurance companies. Peoples recognizes commission income from the sale of insurance policies when it acts as an agent between the insurance carrier and policyholder, arranging for the insurance carrier to provide policies to policyholders, and acts on behalf of the insurance carrier by providing customer service to the policyholders during the respective policy periods. Commission income is recognized over time, using the output method of time elapsed, which corresponds with the underlying insurance policy period, during which Peoples is obligated to perform under contract with the insurance carrier. Commission income is variable, as it is comprised of a certain percentage of the underlying policy premium. 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, based upon historical experience. Payment is due from the insurance carrier for commission income once the insurance policy has been sold. Peoples has elected to apply a practical expedient related to capitalizable costs, which are the commissions paid to insurance producers, and will expense these commissions paid to insurance producers as incurred, as these costs are related to the commission income and would have been amortized within one year or less if they had been capitalized, the same period over which the commission income was earned. Fees related to third-party administration services performed are recognized over time, during the period in which services have been provided, and are recognized monthly in the month the services were performed. Performance-based commissions from insurance companies are recognized at a point in time, when received, and no contingencies remain. Deposit Account Service Charges: Deposit account service charges consist of two revenue streams related to ongoing maintenance fees for deposit accounts and transactional-based fees. Ongoing maintenance fees are recognized on a monthly basis, generally with the monthly period beginning on the day of the month on which the account was opened. Ongoing maintenance fee income is variable as these fees can be reduced if a customer meets certain qualifying metrics. 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 95 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. Peoples has elected to apply a practical expedient of right to invoice when recognizing ongoing maintenance fees for deposit accounts, as Peoples has fulfilled the required performance obligations, the customer has consumed the service, and Peoples has a right to the related income. Transactional-based fees are recognized at a point in time, which is at the completion of the relevant transaction. Peoples is obligated to perform certain transactions as requested by its consumer and business deposit account customers, which are outside of the normal maintenance requirements. Transactional-based fee income is variable as these fees are directly related to a service request from the customer. Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer at the time of completion of the requested transaction. Overdraft fees are considered transactional-based fees and accounted for as described herein. Other Non-Interest Income: Other non-interest income includes certain revenues that are transactional-based, such as wire transfer fees, money order fees and other ancillary fees or services. These transactional-based fees are recognized as income at a point in time, at the completion of the relevant transaction. Transactional-based fee income is variable as these fees are directly related to a service request from the customer. Peoples estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer at the time of completion of the requested transaction. 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. By entering into the interest rate swap with the customer, Peoples Bank effectively provides the customer with a fixed rate loan while creating a variable rate asset for Peoples Bank. Peoples Bank offsets its exposure in the swap by entering into an offsetting interest rate swap with an unaffiliated financial institution. Commercial loan swap fees are recognized at a point in time, when the transaction has been completed, and there is no recourse or further performance obligation required of Peoples Bank. Commercial loan swap fees are variable as these fees are a certain percentage of the total swap fee collected on a completed transaction. Peoples Bank estimates the variable consideration based upon the “most likely amount” method, and does not expect or anticipate a significant reversal of revenue in future periods. Payment is due from the customer at the time of completion of the requested transaction. Stock-Based Compensation: Stock-based compensation for restricted common share awards is measured at the fair value of these awards on their grant date. Stock-based compensation is recognized over the restriction period for restricted common share awards. Only the expense for the portion of the awards expected to vest is recognized. For service-based awards, stock-based compensation for awards granted to employees who are eligible for retirement is recognized on the date the employee is first eligible to retire. Advertising Costs: Advertising costs are expensed as incurred. Income Taxes: Peoples and its subsidiaries file a consolidated federal income tax return. Deferred income tax assets and liabilities reflect the temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements at the blended federal and state corporate income tax rate. A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. A tax position is initially recognized in the financial statements when it is more-likely-than-not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. 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.” Earnings per Share (“EPS”): Basic EPS and diluted EPS are calculated using the two-class method since Peoples has issued share-based payment awards that are considered participating securities because they entitle holders the rights to dividends during the vesting term. The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Basic EPS is computed by dividing net earnings allocated to common shareholders by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net earnings allocated to common shareholders by the weighted-average number of common shares outstanding adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include non-vested restricted common shares using the treasury stock method. 96 Recent Adoptions of New Accounting Guidance: From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Peoples as of the required effective dates. Unless otherwise discussed, management believes the impact of any recently issued standards, including those issued but not yet effective, will not have a material impact on Peoples’ Consolidated Financial Statements taken as a whole. 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 Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, Peoples measures, records and reports various types of assets and liabilities at fair value on either a recurring or a non-recurring basis in the Consolidated Financial Statements. Those assets and liabilities are presented below in the sections entitled “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis” and “Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis.” Depending on the nature of the asset or liability, Peoples uses various valuation methodologies and assumptions to estimate fair value. The measurement of fair value under US GAAP uses a hierarchy, which is described in “Note 1 Summary of Significant Accounting Policies.” Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities required to be measured at fair value on a recurring basis between levels of the fair value hierarchy during the periods presented in the Consolidated Financial Statements. 97 Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis 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, 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 December 31, 2024 December 31, 2023 (Dollars in thousands) Level 1 Level 2 Level 1 Level 2 Assets: Available-for-sale investment securities: Obligations of: U.S. Treasury and government agencies $ 15,196 $ — $ 30,296 $ — U.S. government sponsored agencies — 209,083 — 118,607 States and political subdivisions — 196,301 — 213,296 Residential mortgage-backed securities — 601,802 — 628,924 Commercial mortgage-backed securities — 55,065 — 51,234 Bank-issued trust preferred securities — 6,108 — 5,965 Total available-for-sale securities 15,196 1,068,359 30,296 1,018,026 Equity investment securities (a) 197 244 191 237 Derivative assets (b) — 18,743 — 22,304 Liabilities: Derivative liabilities (c) — 17,046 $ — $ 19,122 (a) Included in “Other investment securities” on the Consolidated Balance Sheets. For additional information, see “Note 3 Investment Securities.” (b) Included in “ Other assets” on the Consolidated Balance Sheets. For additional information, see “Note 15 Derivative Financial Instruments.” (c) Included in “ Accrued expenses and other liabilities” on the Consolidated Balance Sheets. For additional information, see “Note 15 Derivative Financial Instruments.” Available-for-Sale Investment Securities: The fair values used by Peoples are obtained from an independent pricing service and represent either quoted market prices for the identical securities (Level 1) or fair values determined by pricing models using a market approach that considers observable market data, such as interest rate volatility, SOFR (or other relevant) yield curves, credit spreads and prices from market makers and live trading systems (Level 2). Management reviews the valuation methodology and quality controls utilized by the pricing services in management’s overall assessment of the reasonableness of the fair values provided, and challenges prices when management believes a material discrepancy in pricing exists. Equity Investment Securities: 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 : Derivative assets and liabilities are recognized on the Consolidated Balance Sheets at their fair value within “Other assets” and “Accrued expenses and other liabilities,” respectively. The fair value for derivative financial instruments is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters (Level 2). Assets and Liabilities Required to be Measured and Reported at Fair Value on a Non-Recurring Basis 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, 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 December 31, 2024 December 31, 2023 (Dollars in thousands) Level 2 Level 3 Level 2 Level 3 Collateral dependent loans $ — $ 4,375 $ — $ 501 Loans held for sale (a) 1,499 — 1,663 — Other real estate owned (“OREO”) — 5,891 — 7,118 (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: Loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty, are considered collateral dependent. Peoples utilizes outside third-party appraisal services to value the underlying collateral, for which Peoples uses to report the loans at their fair value (Level 3). 98 Loans Held for Sale: Loans originated and intended to be sold in the secondary market, generally one-to-four family residential loans, are carried, in aggregate, at the lower of cost or estimated fair value. Peoples uses a valuation model using quoted market prices of similar instruments in arriving at the fair value (Level 2). Other Real Estate Owned: OREO, included in “Other assets” on the Consolidated Balance Sheets, is comprised primarily of commercial and residential real estate properties acquired by Peoples in satisfaction of a loan. 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 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). Financial Instruments Not Required to be Measured and Reported at Fair Value The following table provides the carrying amount for each class of assets and liabilities, and the fair value for certain financial instruments that are not required to be measured or reported at fair value on the Consolidated Balance Sheets. Fair Value Measurements of Other Financial Instruments (Dollars in thousands) Fair Value Hierarchy Level December 31, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and cash equivalents 1 $ 217,664 $ 217,664 $ 426,722 $ 426,722 Held-to-maturity investment securities: Obligations of: U.S. government sponsored agencies 2 233,302 223,294 188,475 180,825 States and political subdivisions (a) 2 142,691 110,848 144,496 114,288 Residential mortgage-backed securities 2 300,290 276,278 248,559 231,620 Commercial mortgage-backed securities 2 98,754 82,079 102,365 85,289 Total held-to-maturity securities 775,037 692,499 683,895 612,022 Other investment securities: Other investment securities at cost: Federal Home Loan Bank (“FHLB”) stock N/A 24,606 24,606 29,949 29,949 Federal Reserve Bank (“FRB”) stock N/A 27,114 27,114 26,896 26,896 Total other investment securities at cost 51,720 51,720 56,845 56,845 Other investment securities at fair value: Nonqualified deferred compensation (b) 1 4,898 4,898 3,162 3,162 Other investment securities (c) 2 3,073 3,073 2,985 2,985 Total other investment securities at fair value 59,691 59,691 62,992 62,992 Loans and leases, net of deferred fees and costs (d) 3 6,358,003 6,240,751 6,159,196 6,064,999 Bank owned life insurance 2 143,710 143,710 140,554 140,554 Financial liabilities: Deposits 2 $ 7,590,205 $ 6,713,360 $ 7,102,921 $ 6,270,496 Short-term borrowings 2 193,474 204,577 650,497 668,956 Long-term borrowings 2 238,073 251,736 216,241 222,376 (a) Held-to-maturity investment securities are presented gross of an allowance for credit losses of $ 237 and $ 238 , at December 31, 2024 and at December 31, 2023, respectively. (b) Nonqualified deferred compensation includes underlying investments in mutual funds. (c) “Other investment securities,” as reported on the Consolidated Balance Sheets, also included equity investment securities at December 31, 2024 and at December 31, 2023, which are reported in the Assets and Liabilities Required to be Measured and Reported at Fair Value on a Recurring Basis table above and not included in this table. (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: 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. The carrying amount for cash on hand and balances due from banks is a reasonable estimate of fair value (Level 1). 99 Held-to-Maturity Investment Securities: 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 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. Other Investment Securities: 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). Loans and Leases, Net of Deferred Fees and Costs: The fair value of portfolio loans and leases assumes sale of the underlying notes to a third-party financial investor. Accordingly, this value is not necessarily the value to Peoples if the notes were held to maturity. 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. The discount rates take into account interest rates currently being offered to customers for loans and leases with similar terms, the credit risk associated with the loans and leases and other market factors, including liquidity. Bank Owned Life Insurance: Peoples’ bank owned life insurance policies are recorded at their cash surrender value (Level 2). Peoples recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits. Deposits: The fair value of fixed-maturity CDs is estimated using a discounted cash flow calculation based on current rates offered for deposits of similar remaining maturities (Level 2). Demand and other non-fixed-maturity deposits are estimated using a discounted cash flow calculation based on maturity, attrition and re-pricing assumptions. Short-term Borrowings: The fair value of short-term borrowings is estimated using a discounted cash flow analysis based on rates currently available to Peoples for borrowings with similar terms (Level 2). Long-term Borrowings: The fair value of long-term borrowings is estimated using a discounted cash flow analysis based on rates currently available to Peoples for borrowings with similar terms (Level 2). Certain financial assets and financial liabilities that are not required to be measured or reported at fair value can be subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and liabilities include the following: customer relationships, the deposit base, and other information required to compute Peoples’ aggregate fair value, which are not included in the above information. Accordingly, the above fair values are not intended to represent the aggregate fair value of Peoples. 100 Note 3 Investment Securities Available-for-sale The following table summarizes Peoples’ available-for-sale investment securities at December 31: (Dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value 2024 Obligations of: U.S. Treasury and government agencies $ 15,317 $ 87 $ ( 208 ) $ 15,196 U.S. government sponsored agencies 224,167 53 ( 15,137 ) 209,083 States and political subdivisions 225,074 16 ( 28,789 ) 196,301 Residential mortgage-backed securities 693,886 1,391 ( 93,475 ) 601,802 Commercial mortgage-backed securities 64,438 36 ( 9,409 ) 55,065 Bank-issued trust preferred securities 6,500 — ( 392 ) 6,108 Total available-for-sale securities $ 1,229,382 $ 1,583 $ ( 147,410 ) $ 1,083,555 2023 Obligations of: U.S. Treasury and government agencies $ 30,999 $ 292 $ ( 995 ) $ 30,296 U.S. government sponsored agencies 128,500 639 ( 10,532 ) 118,607 States and political subdivisions 239,906 485 ( 27,095 ) 213,296 Residential mortgage-backed securities 717,772 1,819 ( 90,667 ) 628,924 Commercial mortgage-backed securities 60,611 5 ( 9,382 ) 51,234 Bank-issued trust preferred securities 6,500 — ( 535 ) 5,965 Total available-for-sale securities $ 1,184,288 $ 3,240 $ ( 139,206 ) $ 1,048,322 The unrealized losses related to residential mortgage-backed securities at December 31, 2024 and 2023 were attributable to changes in market interest rates and spreads since the securities were purchased. The gross gains and gross losses realized by Peoples from sales of available-for-sale securities for the years ended December 31 were as follows: (Dollars in thousands) 2024 2023 2022 Gross gains realized $ 1,140 $ 1,550 $ 314 Gross losses realized 1,556 5,250 375 Net loss realized $ ( 416 ) $ ( 3,700 ) $ ( 61 ) 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. 101 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 (Dollars in thousands) Fair Value Unrealized Loss No. of Securities Fair Value Unrealized Loss No. of Securities Fair Value Unrealized Loss 2024 Obligations of: U.S. Treasury and government agencies $ 10,003 $ 174 11 $ 2,299 $ 34 10 $ 12,302 $ 208 U.S. government sponsored agencies 130,518 5,816 27 70,982 9,321 13 201,500 15,137 States and political subdivisions 28,400 1,188 55 160,210 27,601 138 188,610 28,789 Residential mortgage-backed securities 85,043 2,300 69 482,609 91,175 256 567,652 93,475 Commercial mortgage-backed securities 2,868 93 5 46,619 9,316 24 49,487 9,409 Bank-issued trust preferred securities 493 7 1 5,614 385 3 6,107 392 Total $ 257,325 $ 9,578 168 $ 768,333 $ 137,832 444 $ 1,025,658 $ 147,410 2023 Obligations of: U.S. Treasury and government agencies $ 8,568 $ 83 22 $ 11,631 $ 912 5 $ 20,199 $ 995 U.S. government sponsored agencies 14,439 35 4 74,211 10,497 15 88,650 10,532 States and political subdivisions 18,268 136 32 167,346 26,959 138 185,614 27,095 Residential mortgage-backed securities 58,671 1,150 66 529,895 89,517 238 588,566 90,667 Commercial mortgage-backed securities 6,000 112 7 44,656 9,270 21 50,656 9,382 Bank-issued trust preferred securities 1,984 16 1 3,981 519 3 5,965 535 Total $ 107,930 $ 1,532 132 $ 831,720 $ 137,674 420 $ 939,650 $ 139,206 Management evaluates available-for-sale investment securities for an allowance of credit losses on a quarterly basis. At December 31, 2024, management concluded that no individual securities at an unrealized loss position required an allowance for credit losses. At December 31, 2024, Peoples did not have the intent to sell, nor was it more-likely-than-not that Peoples would be required to sell, any of the securities with an unrealized loss prior to recovery. Further, the unrealized losses at both December 31, 2024 and 2023 were largely attributable to changes in market interest rates and spreads since the securities were purchased. 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. 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. The table below presents the amortized cost, fair value and total weighted-average yield of available-for-sale securities by contractual maturity at December 31, 2024. The weighted-average yields are based on the amortized cost and are computed on a fully taxable-equivalent basis using a blended federal and state corporate income tax rate of 23.3 %. In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date. 102 103 (Dollars in thousands) Within 1 Year 1 to 5 Years 5 to 10 Years Over 10 Years Total Amortized cost Obligations of: U.S. Treasury and government agencies $ 1,044 $ 1,755 $ 6,880 $ 5,638 $ 15,317 U.S. government sponsored agencies — 60,304 81,845 82,018 224,167 States and political subdivisions 7,437 41,113 73,235 103,289 225,074 Residential mortgage-backed securities 15 4,680 48,876 640,315 693,886 Commercial mortgage-backed securities — 11,106 30,031 23,301 64,438 Bank-issued trust preferred securities 2,000 1,500 3,000 — 6,500 Total available-for-sale securities $ 10,496 $ 120,458 $ 243,867 $ 854,561 $ 1,229,382 Fair value Obligations of: U.S. Treasury and government agencies $ 1,040 $ 1,740 $ 6,904 $ 5,512 $ 15,196 U.S. government sponsored agencies — 55,725 77,448 75,910 209,083 States and political subdivisions 7,392 38,477 61,518 88,914 196,301 Residential mortgage-backed securities 15 4,567 44,939 552,281 601,802 Commercial mortgage-backed securities — 10,213 25,236 19,616 55,065 Bank-issued trust preferred securities 1,998 1,470 2,640 — 6,108 Total available-for-sale securities $ 10,445 $ 112,192 $ 218,685 $ 742,233 $ 1,083,555 Total weighted-average yield 3.64 % 2.10 % 2.82 % 2.76 % 2.71 % Held-to-Maturity The following table summarizes Peoples’ held-to-maturity investment securities at December 31: (Dollars in thousands) Amortized Cost Allowance for Credit Losses Gross Unrealized Gains Gross Unrealized Losses Fair Value 2024 Obligations of: U.S. government sponsored agencies $ 233,302 $ — $ 219 $ ( 10,227 ) $ 223,294 States and political subdivisions 142,691 ( 237 ) 110 ( 31,716 ) 110,848 Residential mortgage-backed securities 300,290 — 281 ( 24,293 ) 276,278 Commercial mortgage-backed securities 98,754 — — ( 16,675 ) 82,079 Total held-to-maturity securities $ 775,037 $ ( 237 ) $ 610 $ ( 82,911 ) $ 692,499 2023 Obligations of: U.S. government sponsored agencies $ 188,475 $ — $ 489 $ ( 8,139 ) $ 180,825 States and political subdivisions 144,496 ( 238 ) 134 ( 30,104 ) 114,288 Residential mortgage-backed securities 248,559 — 1,643 ( 18,582 ) 231,620 Commercial mortgage-backed securities 102,365 — — ( 17,076 ) 85,289 Total held-to-maturity securities $ 683,895 $ ( 238 ) $ 2,266 $ ( 73,901 ) $ 612,022 There were no sales of held-to-maturity securities during the years ended December 31, 2024 and December 31, 2023. 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, 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. 104 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 (Dollars in thousands) Fair Value Unrealized Loss No. of Securities Fair Value Unrealized Loss No. of Securities Fair Value Unrealized Loss 2024 Obligations of: U.S. government sponsored agencies $ 150,390 $ 2,464 29 $ 38,901 $ 7,763 11 $ 189,291 $ 10,227 States and political subdivisions 957 44 1 106,716 31,672 66 107,673 31,716 Residential mortgage-backed securities 116,576 2,808 27 130,556 21,485 43 247,132 24,293 Commercial mortgage-backed securities 9,603 1,381 5 70,476 15,294 29 80,079 16,675 Total $ 277,526 $ 6,697 62 $ 346,649 $ 76,214 149 $ 624,175 $ 82,911 2023 Obligations of: U.S. government sponsored agencies $ 64,487 $ 356 14 $ 86,071 $ 7,783 18 $ 150,558 $ 8,139 States and political subdivisions — — — 111,040 30,104 67 111,040 30,104 Residential mortgage-backed securities 44,379 1,105 14 117,654 17,477 34 162,033 18,582 Commercial mortgage-backed securities 13,919 1,845 6 71,370 15,231 31 85,289 17,076 Total $ 122,785 $ 3,306 34 $ 386,135 $ 70,595 150 $ 508,920 $ 73,901 The table below presents the amortized cost, fair value and total weighted-average yield of held-to-maturity securities by contractual maturity at December 31, 2024. The weighted-average yields are based on the amortized cost and are computed on a fully taxable-equivalent basis using a blended federal and state corporate income tax rate of 23.3 %. In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date. (Dollars in thousands) Within 1 Year 1 to 5 Years 5 to 10 Years Over 10 Years Total Amortized cost Obligations of: U.S. government sponsored agencies $ 2,500 $ 6,442 $ 69,186 $ 155,174 $ 233,302 States and political subdivisions 998 7,629 20,724 113,340 142,691 Residential mortgage-backed securities — 207 3,919 296,164 300,290 Commercial mortgage-backed securities — 12,907 34,149 51,698 98,754 Total held-to-maturity securities $ 3,498 $ 27,185 $ 127,978 $ 616,376 $ 775,037 Fair value Obligations of: U.S. government sponsored agencies $ 2,500 $ 6,143 $ 68,638 $ 146,013 $ 223,294 States and political subdivisions 1,014 7,305 16,742 85,787 110,848 Residential mortgage-backed securities — 205 3,443 272,630 276,278 Commercial mortgage-backed securities — 11,880 29,086 41,113 82,079 Total held-to-maturity securities $ 3,514 $ 25,533 $ 117,909 $ 545,543 $ 692,499 Total weighted-average yield 3.24 % 1.92 % 3.79 % 3.91 % 3.82 % Other Investment Securities Peoples’ “Other investment securities” on the Consolidated Balance Sheets consist largely of shares of FHLB and FRB stock, and other equity investment securities. 105 The following table summarizes the carrying value of Peoples’ Other investment securities at December 31: (Dollars in thousands) 2024 2023 FHLB stock $ 24,606 $ 29,949 FRB stock 27,114 26,896 Nonqualified deferred compensation 4,898 3,162 Equity investment securities 2,645 2,545 Other investment securities 869 869 Total other investment securities $ 60,132 $ 63,421 Peoples redeemed $ 31.7 million and $ 21.2 million of FHLB stock in 2024 and 2023, respectively, in order to be in compliance with the requirements of the FHLB. 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, 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 at December 31, 2024. Pledged Securities At December 31, 2024 and 2023, Peoples had pledged available-for-sale investment securities and held-to-maturity investment securities to secure public and trust department deposits, and Repurchase Agreements in accordance with federal and state requirements. Peoples also pledged available-for-sale investment securities and held-to-maturity investment securities to secure additional borrowing capacity at the FHLB and the FRB. The following table summarizes the carrying value of Peoples’ pledged investment securities as of December 31: Carrying Amount (Dollars in thousands) 2024 2023 Securing public and trust department deposits, and Repurchase Agreements: Available-for-sale $ 505,963 $ 713,033 Held-to-maturity 563,014 559,142 Securing additional borrowing capacity at the FHLB and the FRB: Available-for-sale 3,119 85,899 Held-to-maturity 1,215 39,607 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 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.” The major classifications of loan balances (in each case, net of deferred fees and costs) excluding loans held for sale, were as follows at December 31: (Dollars in thousands) 2024 2023 Construction $ 328,388 $ 364,019 Commercial real estate, other 2,156,013 2,196,957 Commercial and industrial 1,347,645 1,184,986 Premium finance 269,435 203,177 Leases 406,598 414,060 Residential real estate 835,101 791,095 Home equity lines of credit 232,661 208,675 Consumer, indirect 669,857 666,472 Consumer, direct 111,052 128,769 Deposit account overdrafts 1,253 986 Total loans, at amortized cost $ 6,358,003 $ 6,159,196 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. Total interest receivable on loans was $ 23.1 million at December 31, 2024 and $ 24.5 million at December 31, 2023. Nonaccrual and Past Due Loans A loan is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan agreement. A loan may be placed on nonaccrual status regardless of whether or not such loan is considered past due. The amortized cost of loans on nonaccrual status and loans delinquent for 90 days or more and accruing were as follows at December 31: 2024 2023 (Dollars in thousands) Nonaccrual (a) Accruing Loans 90+ Days Past Due Nonaccrual (a) Accruing Loans 90+ Days Past Due Commercial real estate, other $ 7,136 $ 227 $ 2,816 $ 78 Commercial and industrial 6,809 78 2,758 316 Premium finance — 4,947 — 1,355 Leases 8,850 803 8,436 3,826 Residential real estate 7,329 2,166 7,921 877 Home equity lines of credit 1,498 213 1,022 171 Consumer, indirect 2,374 159 2,412 68 Consumer, direct 133 44 112 25 Total loans, at amortized cost $ 34,129 $ 8,637 $ 25,477 $ 6,716 (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 following tables present the aging of the recorded investment in past due loans at December 31: Loans Past Due Current Total (Dollars in thousands) 30 – 59 days 60 – 89 days 90 + Days Total 2024 Construction $ — $ — $ — $ — $ 328,388 $ 328,388 Commercial real estate, other 1,300 1,585 6,008 8,893 2,147,120 2,156,013 Commercial and industrial 1,651 583 4,551 6,785 1,340,860 1,347,645 Premium finance 3,863 456 4,947 9,266 260,169 269,435 Leases 10,941 5,241 9,575 25,757 380,841 406,598 Residential real estate 11,481 3,038 5,271 19,790 815,311 835,101 Home equity lines of credit 1,473 317 1,093 2,883 229,778 232,661 Consumer, indirect 7,568 1,522 1,326 10,416 659,441 669,857 Consumer, direct 884 113 138 1,135 109,917 111,052 Deposit account overdrafts — — — — 1,253 1,253 Total loans, at amortized cost $ 39,161 $ 12,855 $ 32,909 $ 84,925 $ 6,273,078 $ 6,358,003 2023 Construction $ 13 $ 52 $ — $ 65 $ 363,954 $ 364,019 Commercial real estate, other 2,728 4,556 1,572 8,856 2,188,101 2,196,957 Commercial and industrial 1,717 1,491 3,052 6,260 1,178,726 1,184,986 Premium finance 1,288 867 1,355 3,510 199,667 203,177 Leases 12,743 4,932 12,014 29,689 384,371 414,060 Residential real estate 14,021 2,733 4,481 21,235 769,860 791,095 Home equity lines of credit 1,561 691 683 2,935 205,740 208,675 Consumer, indirect 7,488 1,550 1,230 10,268 656,204 666,472 Consumer, direct 536 282 43 861 127,908 128,769 Deposit account overdrafts — — — — 986 986 Total loans, at amortized cost $ 42,095 $ 17,154 $ 24,430 $ 83,679 $ 6,075,517 $ 6,159,196 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 Peoples has pledged certain loans secured by one-to-four family and multifamily residential mortgages, commercial real estate and home equity lines of credit under a blanket collateral agreement to secure borrowings from the FHLB. Peoples also has pledged commercial loans to secure borrowings with the FRB. Loans pledged at December 31 are summarized in the following table: (Dollars in thousands) 2024 2023 Loans pledged to FHLB $ 1,218,496 $ 1,206,134 Loans pledged to FRB 527,989 419,245 Related Party Loans In the normal course of its business, Peoples Bank has granted loans to certain directors and officers of Peoples, including their affiliates, families and entities in which they are principal owners. At December 31, 2024, no related party loan was past due 90 or more days or on nonaccrual status. Activity in related party loans is presented in the table below. Other changes primarily consist of changes in related party status, and the addition and exit of directors during the year, as applicable. (Dollars in thousands) Balance, December 31, 2023 $ 20,166 New loans and disbursements 3,527 Repayments ( 21,159 ) Balance, December 31, 2024 $ 2,534 Quality Indicators As discussed in “Note 1 Summary of Significant Accounting Policies,” Peoples categorizes the majority of its loans into risk categories based upon an established risk grading matrix using a scale of 1 to 8. Loan grades are assigned at the time a new loan or lending commitment is extended by Peoples and may be changed at any time when circumstances warrant. Commercial loans to borrowers with an aggregate unpaid principal balance in excess of $ 1.0 million are reviewed at least on an annual basis for possible credit deterioration. Commercial leases, as well as loan relationships whose aggregate credit exposure to Peoples is equal to or less than $ 1.0 million are reviewed on an event driven basis. Triggers for review include knowledge of adverse events affecting the borrower’s business, receipt of financial statements indicating deteriorating credit quality, or other similar events. Adversely classified loans are reviewed on a quarterly basis. A description of the general characteristics of the risk grades used by Peoples follows: “Pass” (grades 1 through 4): Loans in this risk category are to borrowers of acceptable-to-strong credit quality and risk who have the apparent ability to satisfy their loan obligations. Loans in this risk category would possess sufficient mitigating factors, such as adequate collateral or strong guarantors possessing the capacity to repay the loans if required, for any weakness that may exist. “Special Mention” (grade 5): Loans in this risk category are the equivalent of the regulatory “Other Assets Especially Mentioned” classification. Loans in this risk category possess some credit deficiency or potential weakness, which requires a high level of management attention. Potential weaknesses include declining trends in operating earnings and cash flows and/or reliance on the secondary source of repayment. If left uncorrected, these potential weaknesses may result in noticeable deterioration of the repayment prospects for the loans or in Peoples’ credit position. “Substandard” (grade 6): Loans in this risk category are inadequately protected by the borrower’s current financial condition and payment capability, or by the collateral pledged, if any. Loans so classified have one or more well-defined weaknesses that jeopardize the orderly repayment of the loans. They are characterized by the distinct possibility that Peoples will sustain some loss if the deficiencies are not corrected. “Doubtful” (grade 7): Loans in this risk category have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, classification of these loans as an estimated loss is deferred until their more exact status may be determined. “Loss” (grade 8): Loans in this risk category are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean each such loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future. Charge-offs against the allowance for credit losses are taken in the period in which the loan becomes uncollectable. Consequently, Peoples typically does not maintain a recorded investment in loans within this risk category. Consumer loans and other smaller-balance loans are evaluated and categorized as “substandard,” “doubtful” or “loss” based upon the regulatory definition of these classes and consistent with regulatory requirements. All other loans not evaluated individually, nor meeting the regulatory conditions to be categorized as described above, would be considered as being “not rated.” The following tables summarize the risk category of Peoples’ loan portfolio based upon the then most recent analysis performed at December 31, 2024: Term Loans at Amortized Cost by Origination Year (Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total Loans Construction Pass $ 69,862 $ 162,605 $ 47,133 $ 30,592 1,845 $ 13,540 $ — $ — $ 325,577 Special mention — — — — — 115 — — 115 Substandard — 1,161 1,535 — — — — — 2,696 Total 69,862 163,766 48,668 30,592 1,845 13,655 — — 328,388 Current period gross charge-offs — — — — — — — Commercial real estate, other Pass 130,971 219,105 366,256 337,905 201,367 751,415 41,122 — 2,048,141 Special mention 271 2,923 11,876 7,197 5,107 10,689 288 — 38,351 Substandard 145 1,073 2,460 18,851 9,234 37,136 612 — 69,511 Doubtful — — — — — 10 — — 10 Total 131,387 223,101 380,592 363,953 215,708 799,250 42,022 — 2,156,013 Current period gross charge-offs — — 376 — — 55 431 Commercial and industrial Pass 311,631 202,929 134,558 148,288 66,102 152,143 229,821 4,779 1,245,472 Special mention 779 9,019 10,886 4,449 12,049 13,537 19,465 — 70,184 Substandard 200 99 4,791 11,429 3,850 4,430 5,045 49 29,844 Doubtful — — 1,987 — — 158 — — 2,145 Total 312,610 212,047 152,222 164,166 82,001 170,268 254,331 4,828 1,347,645 Current period gross charge-offs — 14 — 17 105 532 668 Premium finance Pass 265,504 3,837 94 — — — — — 269,435 Total 265,504 3,837 94 — — — — — 269,435 Current period gross charge-offs 67 109 33 — — — 209 Leases Pass 175,449 125,664 61,064 24,181 4,661 2,153 — — 393,172 Special mention 791 1,529 1,140 365 5 — — — 3,830 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 Current period gross charge-offs 1,315 5,623 5,421 2,308 301 138 15,106 Residential real estate Pass 77,130 66,712 85,045 128,359 52,090 414,574 — — 823,910 Substandard 321 1,088 161 980 306 8,087 — — 10,943 Loss — 4 — — — 244 — — 248 Total 77,451 67,804 85,206 129,339 52,396 422,905 — — 835,101 Current period gross charge-offs — — 46 5 — 237 288 Home equity lines of credit Pass 54,724 37,417 37,752 27,430 16,583 57,303 24 731 231,233 Substandard — 138 163 16 34 1,069 — — 1,420 Loss — — — — — 8 — — 8 Total 54,724 37,555 37,915 27,446 16,617 58,380 24 731 232,661 Current period gross charge-offs — — — — — 11 11 Consumer, indirect Pass 239,584 176,115 148,210 56,846 30,231 16,129 — — 667,115 Substandard 269 557 681 618 312 251 — — 2,688 Loss 14 — 16 14 — 10 — — 54 Total 239,867 176,672 148,907 57,478 30,543 16,390 — — 669,857 Current period gross charge-offs 497 2,207 1,880 691 141 763 6,179 Consumer, direct Pass 45,978 25,605 21,544 9,614 4,180 3,884 — — 110,805 Substandard 18 65 46 29 4 73 — — 235 Loss — 4 — — — 8 — — 12 Total 45,996 25,674 21,590 9,643 4,184 3,965 — — 111,052 Current period gross charge-offs 2 154 212 51 12 247 678 Deposit account overdrafts 1,253 — — — — — — — 1,253 Current period gross charge-offs 1,542 — — — — — 1,542 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: Term Loans at Amortized Cost by Origination Year (Dollars in thousands) 2023 2022 2021 2020 2019 Prior Revolving Loans Revolving Loans Converted to Term Total Loans Construction Pass $ 80,273 $ 141,245 $ 85,913 $ 27,169 9,995 $ 12,723 $ — $ — $ 357,318 Special mention — 3,757 — — — 123 — — 3,880 Substandard 1,200 1,590 — — — 31 — — 2,821 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 Pass 199,565 327,762 366,752 227,604 262,099 650,265 37,177 189 2,071,224 Special mention 999 12,975 4,850 10,324 7,074 22,186 408 41 58,816 Substandard 287 2,421 5,878 8,679 1,972 47,213 457 — 66,907 Doubtful — — — — — 10 — — 10 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 Pass 225,894 180,068 212,938 86,934 55,434 132,675 213,714 38 1,107,657 Special mention 540 12,051 533 9,723 4,722 6,336 16,236 8,614 50,141 Substandard 78 6,441 5,104 5,617 1,602 6,278 1,889 779 27,009 Doubtful — — — — — 179 — — 179 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 Pass 201,659 1,517 1 — — — — — 203,177 Total 201,659 1,517 1 — — — — — 203,177 Current period gross charge-offs 25 97 — — — — 122 Leases Pass 216,559 114,327 51,307 14,061 4,883 1,501 — — 402,638 Special mention 363 1,529 476 81 1 5 — — 2,455 Substandard 1,937 3,006 2,944 448 321 311 — — 8,967 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 Pass 75,957 91,506 140,157 58,144 45,507 369,552 — — 780,823 Substandard 43 243 585 182 529 8,604 — — 10,186 Loss — — — — — 86 — — 86 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 Pass 39,706 42,565 33,406 19,838 14,297 57,482 27 1,346 207,321 Substandard 19 — 61 34 123 1,109 — — 1,346 Loss — — — — — 8 — — 8 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 Pass 247,829 225,225 96,698 59,044 18,644 15,977 — — 663,417 Substandard 333 934 789 558 190 206 — — 3,010 Loss 7 34 2 — 2 — — — 45 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 Pass 58,445 37,050 17,434 8,282 3,185 4,081 — — 128,477 Substandard 55 79 47 28 30 27 — — 266 Loss — — — — — 26 — — 26 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 Peoples has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans: • Construction loans are typically secured by owner occupied commercial real estate or non-owner occupied investment real estate. Typically, owner occupied construction loans are secured by office buildings, warehouses, manufacturing facilities, and other commercial and industrial properties that are in process of construction. Non-owner occupied commercial construction loans are generally secured by office buildings and complexes, multi-family complexes, land under development, and other commercial and industrial real estate in process of construction. • Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate. • Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable, and other commercial property. • Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage, on residential real estate property. • Home equity lines of credit are generally secured by second mortgages on residential real estate property. • Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral. • Leases are secured by commercial equipment and other essential business assets. • Premium finance loans are secured by the unearned portion of the insurance premium being financed. The following table details Peoples’ amortized cost of collateral dependent loans as of December 31: (Dollars in thousands) 2024 2023 Commercial real estate, other $ 2,764 $ — Commercial and industrial 959 — Residential real estate — 501 Leases 652 — Total collateral dependent loans $ 4,375 $ 501 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. The most common modifications to the contractual terms of a loan to a borrower experiencing financial difficulty include an extension of the maturity date, a reduction in the interest rate for the remaining life of the loan, a temporary period of interest-only payments, and a reduction in the contractual payment amount for either a short period or the remaining term of the loan. In addition to loan modifications, Peoples also provides other loss mitigation options, such as forbearance and repayment plans, to assist borrowers who experience financial difficulties. In assessing whether or not a borrower is experiencing financial difficulty, Peoples considers information currently available regarding the financial condition of the borrower. This information includes, but is not limited to, whether (1) the borrower is currently in payment default on any of the borrower’s debt; (2) a payment default is probable in the foreseeable future without the modification; (3) the borrower has declared or is in the process of declaring bankruptcy; and (4) the borrower’s projected cash flow is insufficient to satisfy contractual payments due under the original terms of the loan without a modification. The following table displays the amortized cost of loans that were restructured during the twelve months ended 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 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 % Commercial real estate 184 — 2,160 — — 2,344 0.11 % Commercial and industrial — — 4,110 981 — 5,091 0.43 % Residential real estate — — 91 — — 91 0.01 % Home equity lines of credit — — 209 — — 209 0.10 % Total $ 184 $ 1,590 $ 6,622 $ 981 $ — $ 9,377 0.15 % (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. (c) Each percentage displayed as --% is considered not meaningful. 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 (Dollars in thousands) Weighted-Average Term Extension (in months) Average Amount Capitalized as a Result of a Payment Delay (a) Commercial real estate 6 — Commercial and industrial 7 — Leasing 26 — 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 $ — Commercial real estate 7 — Commercial and industrial 5 — Residential real estate 213 8,076 Home equity lines of credit 187 — Consumer, indirect 2 — (a) Represents the average amount of delinquency-related amounts that were capitalized as part of the loan balance. Amounts are in whole dollars. The following table displays the amortized cost of loans that received a completed modification or payment deferral 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 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 (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 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 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 As of December 31, 2023 (a) (Dollars in thousands) 30-59 Days Delinquent 60-89 Days Delinquent 90+ Days Delinquent Total Delinquent Current Total Construction $ — $ 52 $ — $ 52 $ 1,590 $ 1,642 Commercial real estate — — — — 2,344 2,344 Commercial and industrial — 750 148 898 4,193 5,091 Residential real estate — — — — 91 91 Home equity lines of credit — — — — 209 209 Total loans modified (b) $ — $ 802 $ 148 $ 950 $ 8,427 $ 9,377 (a) 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. 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, 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 Commercial real estate, other 20,915 — ( 4,355 ) ( 431 ) 127 16,256 Commercial and industrial 10,490 — 3,403 ( 668 ) 58 13,283 Premium finance 484 — 359 ( 209 ) 28 662 Leases 10,850 — 16,621 ( 15,106 ) 528 12,893 Residential real estate 5,937 — 588 ( 288 ) 254 6,491 Home equity lines of credit 1,588 — 208 ( 11 ) 7 1,792 Consumer, indirect 8,590 — 5,613 ( 6,179 ) 552 8,576 Consumer, direct 2,343 — 681 ( 678 ) 50 2,396 Deposit account overdrafts 115 — 1,263 ( 1,542 ) 285 121 Total $ 62,011 $ — $ 24,560 $ ( 25,112 ) $ 1,889 $ 63,348 (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. Changes in the allowance for credit losses for 2023 are summarized below: (Dollars in thousands) Beginning Balance, 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 Commercial real estate, other 17,710 1,340 1,514 ( 614 ) 965 20,915 Commercial and industrial 8,229 379 2,181 ( 851 ) 552 10,490 Premium finance 344 — 238 ( 122 ) 24 484 Leases 8,495 — 5,990 ( 3,997 ) 362 10,850 Residential real estate 6,357 228 ( 670 ) ( 170 ) 192 5,937 Home equity lines of credit 1,693 18 ( 14 ) ( 110 ) 1 1,588 Consumer, indirect 7,448 — 4,685 ( 4,030 ) 487 8,590 Consumer, direct 1,575 86 1,025 ( 416 ) 73 2,343 Deposit account overdrafts 61 — 938 ( 1,161 ) 277 115 Total $ 53,162 $ 2,051 $ 15,345 $ ( 11,480 ) $ 2,933 $ 62,011 (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 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. Note 5 Bank Premises and Equipment 106 The major categories of bank premises and equipment, net of accumulated depreciation, at December 31 were as follows: (Dollars in thousands) 2024 2023 Land $ 23,066 $ 23,680 Building and premises 125,792 120,587 Furniture, fixtures and equipment 45,884 42,360 Total bank premises and equipment 194,742 186,627 Accumulated depreciation ( 91,073 ) ( 82,771 ) Net book value $ 103,669 $ 103,856 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. Note 6 Leases Lessor Arrangements Peoples began originating leases with the acquisition of leases from NSL and increased its portfolio with the acquisition of Vantage. 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. These leases do not typically contain residual value guarantees; however, Peoples reduces its residual asset risk by obtaining a security deposit from the lessee. As a lessor, Peoples originates commercial equipment leases either directly to the customer or indirectly through vendor programs. Equipment leases 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. Operating leases are leases that do not meet the criteria of a sales-type lease or a finance lease. When Peoples originates an operating lease, it records an operating lease asset recognized in “Other assets” which is depreciated over its useful life. 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: (Dollars in thousands) 2024 2023 Interest and fees on leases (a) $ 47,498 $ 42,931 Lease income 10,408 7,844 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, 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: 107 (Dollars in thousands) 2024 2023 Lease payments receivable, at amortized cost $ 448,027 $ 461,760 Estimated residual values 33,129 33,448 Initial direct costs 7,148 7,114 Deferred revenue ( 81,706 ) ( 88,262 ) Total leases, at amortized cost 406,598 414,060 Allowance for credit losses - leases ( 12,893 ) ( 10,850 ) Net investment in sales-type leases $ 393,705 $ 403,210 The following table summarizes the contractual maturities of leases: (Dollars in thousands) Balance 2025 $ 130,776 2026 93,937 2027 94,573 2028 67,639 2029 47,755 Thereafter 13,347 Lease payments receivable, at amortized cost $ 448,027 Lessee Arrangements Peoples leases certain banking facilities and equipment under various agreements with original terms providing for fixed monthly payments over periods generally ranging from two to 25 years. Certain leases may include options to extend or terminate the lease. Only those renewal and termination options which Peoples is reasonably certain of exercising are included in the calculation of the lease liability. Certain leases contain rent escalation clauses calling for rent increases over the term of the lease, which are included in the calculation of the lease liability. At December 31, 2024, Peoples did not have any finance leases or any significant lessor agreements. Right of Use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement or remeasurement date of a lease based on the present value of lease payments over the remaining lease term. Operating lease ROU assets include lease payments made at or before the commencement date and initial indirect costs. Operating lease ROU assets exclude lease incentives and nonlease components. Short-term leases of certain facilities and equipment, with lease terms of 12 months or less, are recognized on a straight-line basis over the lease term. Peoples does not record ROU assets or lease liabilities for such leases. The table below details Peoples’ lease expense, which is included in “Net occupancy and equipment expense” in the Consolidated Statements of Income for the years ended December 31: (Dollars in thousands) 2024 2023 Operating lease expense $ 2,945 $ 3,030 Short-term lease expense 1,173 268 Variable lease expense 89 — Total lease expense $ 4,207 $ 3,298 Peoples utilizes an incremental borrowing rate to determine the present value of lease payments for each lease, as the lease agreements do not provide an implicit rate. The estimated incremental borrowing rate reflects a secured rate and is based on the term of the lease and the interest rate environment at the lease commencement or remeasurement date. 108 The following table details the ROU asset, the lease liability and other information related to Peoples’ operating leases on the Consolidated Balance Sheet at December 31: (Dollars in thousands) 2024 2023 ROU asset: Other assets $ 10,419 $ 11,689 Lease liability: Accrued expenses and other liabilities $ 10,968 $ 12,080 Other information: Weighted-average remaining lease term 9.0 years 9.5 years Weighted-average discount rate 4.11 % 3.34 % Cash paid during the year for operating leases $ 2,876 $ 2,990 Additions for ROU assets obtained during the year $ 1,660 $ 4,428 The following table summarizes the future lease payments of operating leases: (Dollars in thousands) Payments 2025 $ 2,420 2026 2,130 2027 1,896 2028 1,420 2029 962 Thereafter 4,504 Total undiscounted lease payments $ 13,332 Imputed interest ( 2,364 ) Total lease liability $ 10,968 Note 7 Goodwill and Other Intangible Assets Goodwill The following table details changes in the recorded amount of goodwill for the years ended December 31: (Dollars in thousands) 2024 2023 Goodwill, beginning of year $ 362,169 $ 292,397 Goodwill recorded from acquisitions 1,030 69,772 Goodwill, end of year $ 363,199 $ 362,169 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 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. 109 Other intangible assets Other intangible assets were comprised of the following at December 31: (Dollars in thousands) Core Deposits Customer Relationships Indefinite-Lived Trade Names Total 2024 Gross intangibles $ 54,186 $ 37,920 $ 2,491 $ 94,597 Intangibles recorded from acquisitions — 550 — 550 Accumulated amortization ( 31,545 ) ( 25,723 ) — ( 57,268 ) Total acquisition-related intangibles $ 22,641 $ 12,747 $ 2,491 $ 37,879 Servicing rights 1,216 Non-compete agreements (a) 128 Total other intangibles $ 39,223 2023 Gross intangibles $ 26,464 $ 37,920 $ 2,491 $ 66,875 Intangibles recorded from acquisitions 27,722 — — 27,722 Accumulated amortization ( 25,670 ) ( 20,680 ) — ( 46,350 ) Total acquisition-related intangibles $ 28,516 $ 17,240 $ 2,491 $ 48,247 Servicing rights 1,385 Non-compete agreements (a) 371 Total other intangibles $ 50,003 (a) Non-compete agreements were recognized due to acquisitions. 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 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. The following table details estimated aggregate future amortization of other intangible assets at December 31, 2024: (Dollars in thousands) Core Deposits Customer Relationships Non-Compete Agreements Total 2025 $ 4,609 $ 4,124 $ 112 $ 8,845 2026 3,736 3,036 16 6,788 2027 3,043 2,188 — 5,231 2028 2,608 1,462 — 4,070 2029 2,359 971 — 3,330 Thereafter 6,286 966 — 7,252 Total $ 22,641 $ 12,747 $ 128 $ 35,516 110 The weighted average amortization period of other intangibles is 7.6 years. The following is an analysis of activity of servicing rights for the years ended December 31: (Dollars in thousands) 2024 2023 2022 Balance, beginning of year $ 1,385 $ 1,816 $ 2,218 Amortization ( 349 ) ( 457 ) ( 594 ) Servicing rights originated 180 27 180 Change in valuation allowance — ( 1 ) 12 Balance, end of year $ 1,216 $ 1,385 $ 1,816 The following is the breakdown of the discount rates and prepayment speeds of servicing rights for the years ended December 31: 2024 2023 Minimum Maximum Minimum Maximum Discount rates 12.5 % 15.0 % 13.5 % 16.0 % Prepayment speeds 9.4 % 16.0 % 7.7 % 16.1 % The fair value of servicing rights was $ 3.0 million at December 31, 2024 and $ 3.2 million at December 31, 2023. Note 8 Deposits Peoples’ deposit balances were comprised of the following at December 31: (Dollars in thousands) 2024 2023 Retail CDs: $100 or more $ 1,092,261 $ 815,300 Less than $100 829,154 628,117 Total retail CDs 1,921,415 1,443,417 Interest-bearing deposit accounts 1,085,152 1,144,357 Savings accounts 866,959 919,244 Money market deposit accounts 878,254 775,488 Governmental deposit accounts 775,782 726,713 Brokered deposit accounts 554,982 526,053 Total interest-bearing deposits 6,082,544 5,535,272 Non-interest-bearing deposits 1,507,661 1,567,649 Total deposits $ 7,590,205 $ 7,102,921 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. Uninsured time deposits are broken out below by time remaining until maturity. (Dollars in thousands) 2024 2023 3 months or less $ 180,405 $ 58,708 Over 3 to 6 months 127,329 99,928 Over 6 to 12 months 91,197 131,263 Over 12 months 18,044 37,180 Total $ 416,975 $ 327,079 111 The contractual maturities of CDs for each of the next five years and thereafter are as follows: (Dollars in thousands) Retail Brokered Total 2025 $ 1,855,093 $ 417,790 $ 2,272,883 2026 29,858 16,368 46,226 2027 23,288 59,991 83,279 2028 6,354 15,000 21,354 2029 6,802 45,833 52,635 Thereafter 20 — 20 Total CDs $ 1,921,415 $ 554,982 $ 2,476,397 Deposits from related parties were $ 19.3 million and $ 14.2 million at December 31, 2024 and 2023, respectively. 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. Additional information regarding Peoples’ interest rate swaps can be found in “Note 15 Derivative Financial Instruments.” Note 9 Short-Term Borrowings Peoples utilizes various short-term borrowings as sources of funds, which are summarized as follows at December 31: (Dollars in thousands) Retail Repurchase Agreements FHLB Advances Other Total 2024 Ending balance $ 18,367 $ 175,000 $ 107 $ 193,474 Average balance 44,036 121,739 135,531 301,306 Highest month-end balance 101,073 348,000 213,045 612,073 Interest expense $ 1,065 $ 6,675 $ 7,805 $ 15,545 Weighted-average interest rate: End of year 2.76 % 4.45 % 1.40 % 4.29 % During the year 2.42 % 5.48 % 5.76 % 5.16 % 2023 Ending balance $ 99,121 $ 369,000 $ 182,376 $ 650,497 Average balance 102,530 353,532 41,970 498,032 Highest month-end balance 125,937 484,000 133,000 585,439 Interest expense $ 1,349 $ 18,058 $ 528 $ 19,935 Weighted-average interest rate: End of year 1.54 % 5.41 % 4.85 % 4.66 % During the year 1.32 % 5.11 % 4.93 % 4.00 % 2022 Ending balance $ 100,138 $ 400,000 $ — $ 500,138 Average balance 113,434 83,356 — 196,790 Highest month-end balance 286,442 400,000 — 500,138 Interest expense $ 274 $ 2,387 $ — $ 2,661 Weighted-average interest rate: End of year 0.40 % 4.36 % — % 3.57 % During the year 0.24 % 2.86 % — % 1.35 % Peoples’ retail Repurchase Agreements consist of overnight agreements with Peoples’ commercial customers and serve as a cash management tool. 112 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 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 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. Federal funds purchased are short-term borrowings from correspondent banks that typically mature within one to 90 days. Interest on federal funds purchased is set daily by the correspondent bank based on prevailing market rates. The Federal Reserve Discount Window provides credit facilities to financial institutions, which are designed to ensure adequate liquidity by providing a source of short-term funds. Federal Reserve Discount Window advances are typically overnight and must be secured by collateral acceptable to the FRB. At December 31, 2024, Peoples had available Federal Reserve Discount Window credit of $ 416.9 million. 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. 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. Bank Loan Agreement”) with U.S. Bank National Association. The U.S. 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. Bank Loan Agreement and (iii) to finance acquisitions permitted under the U.S. Bank Loan Agreement. The U.S. Bank Loan Agreement is unsecured, and contains certain negative and financial covenants. The financial covenants are applicable to Peoples and its subsidiaries, and are usual and customary for comparable transactions. 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 Sixth Amendment to the U.S. Bank Loan Agreement. The U.S. Bank Loan Agreement matures on March 31, 2025. Peoples is in the process of renewing this facility and expects that it will be renewed prior to its expiration. Note 10 Long-Term Borrowings Long-term borrowings consisted of the following at December 31: 2024 2023 (Dollars in thousands) Balance Weighted- Average Interest Rate Balance Weighted-Average Interest Rate FHLB putable, non-amortizing, fixed rate advances $ 130,000 4.04 % $ 110,000 3.98 % FHLB amortizing, fixed rate advances 1,868 1.85 % 2,865 1.81 % Vantage non-recourse borrowings 51,330 6.96 % 49,572 6.26 % Other long-term borrowings 54,875 7.76 % 53,804 9.67 % Long-term borrowings (a) $ 238,073 $ 216,241 (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 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 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. If an advance is terminated prior to maturity, the FHLB will offer Peoples replacement funding at the then-prevailing rate on an advance product then offered by the FHLB, subject to normal FHLB credit and collateral requirements. 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. 113 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. Long-term FHLB advances are collateralized by assets owned by Peoples. Non-recourse borrowings are used by Vantage to fund leases. 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 subordinated deferrable interest debentures assumed from three prior acquisitions. On March 6, 2015, Peoples completed its acquisition of NB&T Financial Group, Inc., which included a trust preferred security du e in 2037 with a $ 9.0 million par value and a $ 6.6 million fair value at acquisition. As of December 31, 2024, this trust preferred security had a carrying value of $ 8.2 million with an interest rate of 6.21 %, inclusive of the impact of fair value adjustments. On September 17, 2021, Peoples completed the Premier Merger, which included a trust preferred security due in 2034 with a $ 6.2 million par value and a $ 6.1 million fair value at acquisition. As of December 31, 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 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 Description Maturity Year Par Value Fair Value Carrying Value Interest Rate Ascencia Statutory Trust I 2034 3,000 2,430 2,539 7.46 % Porter Statutory Trust II 2034 5,000 4,050 4,231 7.46 % Porter Statutory Trust III 2034 3,000 2,410 2,523 7.40 % Porter Statutory Trust IV 2037 10,000 6,886 7,480 6.43 % 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, 2024, the aggregate principal amounts due upon maturity of long-term borrowings in future periods were as follows: (Dollars in thousands) Balance 2025 $ 6,169 2026 60,516 2027 8,997 2028 88,747 2029 41,095 Thereafter 38,674 Total long-term borrowings $ 244,198 114 Note 11 Stockholders’ Equity The following table details the activity in Peoples’ common stock and treasury stock during the years ended December 31: Common Stock Treasury Stock Shares at December 31, 2021 29,814,401 1,577,359 Changes related to stock-based compensation awards: Grant of restricted common shares — ( 216,669 ) Release of restricted common shares — 39,445 Cancellation of restricted common shares — 5,452 Grant of unrestricted common shares — ( 1,500 ) Changes related to deferred compensation plan for Boards of Directors: Purchase of treasury stock — 15,688 Disbursed out of treasury stock — ( 3,039 ) Common shares purchased under repurchase program — 263,183 Common shares issued under dividend reinvestment plan 43,519 — Common shares issued under compensation plan for Boards of Directors — ( 17,626 ) Common shares issued under employee stock purchase plan — ( 18,832 ) Shares at December 31, 2022 29,857,920 1,643,461 Changes related to stock-based compensation awards: Grant of restricted common shares — ( 259,648 ) Release of restricted common shares — 43,087 Cancellation of restricted common shares — 16,778 Grant of unrestricted common shares — ( 1,900 ) Changes related to deferred compensation plan for Boards of Directors: Purchase of treasury stock — 21,042 Disbursed out of treasury stock — ( 4,368 ) Common shares repurchased under repurchase program — 107,219 Common shares issued under dividend reinvestment plan 50,453 — Common shares issued under compensation plan for Boards of Directors — ( 19,931 ) 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 Changes related to stock-based compensation awards: Grant of restricted common shares — ( 313,403 ) Release of restricted common shares — 30,486 Cancellation of restricted common shares — 39,408 Grant of unrestricted common shares ( 1,700 ) Changes related to deferred compensation plan for Boards of Directors: Purchase of treasury stock — 14,945 Disbursed out of treasury stock — ( 12,833 ) Common shares repurchased under repurchase program — 100,905 Common shares issued under dividend reinvestment plan 46,560 — Common shares issued under compensation plan for Boards of Directors — ( 16,220 ) Common shares issued under employee stock purchase plan — ( 41,761 ) 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 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. At December 31, 2024 and 2023, Peoples had no preferred shares issued or outstanding. The following table details the cash dividends declared per common share for the year ended December 31: 2024 2023 First Quarter $ 0.39 $ 0.38 Second Quarter 0.40 0.39 Third Quarter 0.40 0.39 Fourth Quarter 0.40 0.39 Total dividends declared $ 1.59 $ 1.55 Accumulated Other Comprehensive Income (Loss) The following details the change in the components of Peoples’ accumulated other comprehensive income (loss) for the years ended December 31: (Dollars in thousands) Unrealized Gain (Loss) on Securities Unrecognized Net Pension and Postretirement Costs Unrealized (Loss) Gain on Cash Flow Hedges Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2021 $ ( 5,946 ) $ ( 1,881 ) $ ( 3,792 ) $ ( 11,619 ) Reclassification adjustments to net income: Realized loss on sale of securities, net of tax 47 — — 47 Realized loss due to settlement and curtailment, net of tax — 142 — 142 Other comprehensive (loss) income, net of reclassifications and tax ( 123,997 ) 106 8,185 ( 115,706 ) Balance, December 31, 2022 $ ( 129,896 ) $ ( 1,633 ) $ 4,393 $ ( 127,136 ) Reclassification adjustments to net income: Realized loss on sale of securities, net of tax 2,836 — — 2,836 Realized loss due to settlement and curtailment, net of tax — 1,858 — 1,858 Other comprehensive (loss) income, net of reclassifications and tax 22,838 ( 225 ) ( 1,761 ) 20,852 Balance, December 31, 2023 $ ( 104,222 ) $ — $ 2,632 $ ( 101,590 ) Reclassification adjustments to net income: Realized loss on sale of securities, net of tax 319 — — 319 Realized loss due to settlement and curtailment, net of tax — — — — Other comprehensive income (loss), net of reclassifications and tax ( 7,926 ) — ( 1,188 ) ( 9,114 ) Balance, December 31, 2024 $ ( 111,829 ) $ — $ 1,444 $ ( 110,385 ) 115 Note 12 Employee Benefit Plans Peoples sponsored a noncontributory defined benefit pension plan that covered substantially all employees hired before January 1, 2010. 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. The pension plan had been closed to new entrants since January 1, 2010. Peoples recorded a settlement charge of $ 2.4 million in the third quarter of 2023 in relation to the termination of the pension plan. Peoples does not anticipate further expenses related to the termination. Retirement Savings Plan 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. 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. Note 13 Income Taxes The reported income tax expense and effective tax rate in the Consolidated Statements of Income differ from the amounts computed by applying the statutory federal corporate income tax rate as follows for the years ended December 31: 2024 2023 2022 (Dollars in thousands) Amount Rate Amount Rate Amount Rate Income tax computed at statutory federal corporate income tax rate $ 31,387 21.0 % $ 30,476 21.0 % $ 27,015 21.0 % Differences in rate resulting from: State taxes, net of federal benefit 3,286 2.2 % 3,053 2.1 % 2,277 1.8 % Investment securities impairment — — % — — % 431 0.3 % Nondeductible acquisition costs — — % 168 0.1 % 42 — % Common share awards ( 22 ) — % ( 99 ) ( 0.1 ) % 12 — % Bank owned life insurance ( 885 ) ( 0.6 ) % ( 872 ) ( 0.6 ) % ( 551 ) ( 0.4 ) % Investments in tax credit funds ( 601 ) ( 0.4 ) % ( 352 ) ( 0.2 ) % ( 629 ) ( 0.5 ) % Captive insurance benefit — — % ( 330 ) ( 0.2 ) % ( 421 ) ( 0.3 ) % Tax-exempt interest income ( 258 ) ( 0.2 ) % ( 555 ) ( 0.4 ) % ( 921 ) ( 0.7 ) % Other, net ( 648 ) ( 0.4 ) % 274 0.2 % 94 0.1 % Income tax expense $ 32,259 21.6 % $ 31,763 21.9 % $ 27,349 21.3 % Peoples’ reported income tax expense consisted of the following for the years ended December 31: (Dollars in thousands) 2024 2023 2022 Current income tax expense $ 25,286 $ 32,001 $ 8,783 Deferred income tax (benefit) expense 6,973 ( 238 ) 18,566 Income tax expense $ 32,259 $ 31,763 $ 27,349 116 The significant components of Peoples’ deferred tax assets and deferred tax liabilities consisted of the following at December 31: (Dollars in thousands) 2024 2023 Deferred tax assets: Available-for-sale securities $ 33,996 $ 31,774 Allowance for credit losses 15,035 14,902 Nonaccrual loan interest income 1,312 2,753 Accrued employee benefits 7,472 7,344 Lease obligation 2,523 2,822 Net operating loss carryforward 8,393 11,367 Purchase accounting adjustments — 1,920 Other 1,837 1,622 Gross deferred tax assets $ 70,568 $ 74,504 Valuation allowance $ 158 $ 158 Total deferred tax assets $ 70,410 $ 74,346 Deferred tax liabilities: Equipment leases $ 11,790 $ 11,286 Deferred loan income 2,015 3,117 Purchase accounting adjustments 3,219 — Bank premises and equipment 5,283 5,116 Lease right-of-use assets 2,397 2,731 Derivative instruments 416 774 Other 2,312 3,951 Total deferred tax liabilities $ 27,432 $ 26,975 Net deferred tax asset $ 42,978 $ 47,371 At December 31, 2024, Peoples had approximately $ 39 million of federal net operating loss carryforwards and $ 208,000 of federal tax credit carryforwards, the annual utilization of which are subject to limitation under IRC sections 382 and 383, respectively. Peoples has recorded a deferred tax asset only for the portion of these net operating loss and tax credit carryforwards it is able to, and expects to, utilize under these limitations. At December 31, 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. 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. Income tax benefits are recognized in the Consolidated Financial Statements for a tax position only if it is considered “more-likely-than-not” of being sustained in an audit, based solely on the technical merits of the income tax position. If the recognition criteria are met, the amount of income tax benefits to be recognized are measured based on the largest income tax benefit that is more than 50 percent likely to be realized on ultimate resolution of the tax position. The following table provides a reconciliation of uncertain tax positions at December 31: (Dollars in thousands) 2024 2023 Uncertain tax positions, beginning of year $ 527 $ 89 Gross increase based on tax positions related to current year 45 527 Gross decrease due to the statute of limitations — ( 89 ) 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. federal income tax, as well as to tax in various state income tax jurisdictions. Peoples’ income tax returns are subject to review and examination by federal and state taxing authorities. Peoples is currently open to audit under the applicable statutes of limitations by the Internal Revenue Service for the years ended December 31, 2021 through 2023. The years open to examination by state taxing authorities vary by jurisdiction. 117 Note 14 Earnings Per Common Share The calculations of basic and diluted earnings per common share for the years ended December 31 were as follows: (Dollars in thousands, except per common share data) 2024 2023 2022 Net income available to common shareholders $ 117,205 $ 113,363 $ 101,292 Less: Dividends paid on unvested common shares 786 531 354 Less: Undistributed loss allocated to unvested common shares 225 269 96 Net earnings allocated to common shareholders $ 116,194 $ 112,563 $ 100,842 Weighted-average common shares outstanding 34,779,548 32,533,086 27,908,022 Effect of potentially dilutive common shares 367,806 227,722 91,580 Total weighted-average diluted common shares outstanding 35,147,354 32,760,808 27,999,602 Earnings per common share: Basic $ 3.34 $ 3.46 $ 3.61 Diluted $ 3.31 $ 3.44 $ 3.60 Anti-dilutive common shares excluded from calculation: Restricted common shares 7,836 9,123 — Note 15 Derivative Financial Instruments Peoples utilizes interest rate swap agreements as part of its asset/liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. The fair value of derivative financial instruments is included in “Other assets” and “Accrued expenses and other liabilities” in the Consolidated Balance Sheets and in the net other adjustments to reconcile net income to “Net cash provided by operating activities” in the Consolidated Statements of Cash Flows. Derivative Financial Instruments and Hedging Activities – Risk Management Objective of Using Derivative Financial Instruments Peoples is exposed to certain risks arising from both its business operations and economic conditions. Peoples principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. Peoples manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities. Peoples also manages interest rate risk through the use of derivative financial instruments. Specifically, Peoples enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known or expected cash amounts, the values of which are determined by interest rates. Peoples’ derivative financial instruments are used to manage differences in the amount, timing and duration of Peoples’ known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings. 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. Cash Flow Hedges of Interest Rate Risk Peoples’ objectives in using interest rate derivative financial instruments are to add stability to interest income and expense, and to manage its exposure to interest rate movements. To accomplish these objectives, Peoples has entered into interest rate swaps as part of its interest rate risk management strategy. 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, 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 on Peoples’ variable-rate liabilities. Peoples assesses the effectiveness of each hedging relationship by comparing 118 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. During the years ended December 31, 2024 and December 31, 2023, Peoples had reclassifications of changes in fair value to interest expense of $ 3.0 million and $ 0.3 million, respectively. The following table summarizes information about the interest rate swaps designated as cash flow hedges at December 31: (Dollars in thousands) 2024 2023 Notional amount $ 75,000 $ 105,000 Weighted average pay rates 2.45 % 2.22 % Weighted average receive rates 4.49 % 4.63 % Weighted average maturity 1.5 years 2.0 years Pre-tax changes in fair value included in AOCL $ 1,885 $ 3,434 The following table presents changes in fair value recorded in AOCL and in the Consolidated Statements of Income related to the cash flow hedges for the years ended December 31: (Dollars in thousands) 2024 2023 Amount of income recognized in AOCL, pre-tax $ ( 1,550 ) $ ( 2,293 ) The following table reflects the cash flow hedges, which were included in the Consolidated Balance Sheets at fair value, at December 31: 2024 2023 (Dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value Included in “Other assets”: Interest rate swaps related to debt $ 75,000 $ 1,784 $ 105,000 $ 3,314 Total included in “Other assets” $ 75,000 $ 1,784 $ 105,000 $ 3,314 Non-Designated Hedges Peoples maintains an interest rate protection program for commercial loan customers, which was established in 2010. Under this program, Peoples originates variable rate loans with interest rate swaps, where the customer enters into an interest rate swap with Peoples on terms that match the terms of the loan. By entering into the interest rate swap with the customer, Peoples effectively provides the customer with a fixed rate loan while creating a variable rate asset for Peoples. Peoples offsets its exposure in the swap by entering into an offsetting interest rate swap with an unaffiliated institution. These interest rate swaps do not qualify as designated hedges; therefore, each swap is accounted for as a standalone derivative financial instrument. These interest rate swaps did not have a material impact on Peoples’ results of operation or financial condition for the years ended December 31, 2024 and 2023. The following table reflects the non-designated hedges, which were included in the Consolidated Balance Sheets at fair value, at December 31: 2024 2023 (Dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value Included in “Other assets”: Interest rate swaps related to commercial loans $ 453,367 $ 16,959 $ 416,106 $ 18,990 Total included in “Other assets” 453,367 16,959 416,106 18,990 Included in “Accrued expenses and other liabilities”: Interest rate swaps related to commercial loans $ 453,367 17,046 $ 416,106 $ 19,122 Total included in “Accrued expenses and other liabilities” 453,367 17,046 416,106 19,122 Pledged Collateral 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. At each of December 31, 2024 and December 31, 2023, Peoples had no cash pledged while the counterparties had pledged $ 12.3 million at December 31, 2024 and $ 12.8 million at December 31, 2023. At December 31, 119 2024 and December 31, 2023, Peoples had no investment securities pledged, while counterparties had $ 1.9 million of investment securities pledged at December 31, 2024 and $ 2.2 million pledged at December 31, 2023. Note 16 Off-Balance Sheet Risk Loan Commitments and Standby Letters of Credit Loan commitments are made to accommodate the financial needs of Peoples’ customers. Standby letters of credit are instruments issued by Peoples Bank guaranteeing the beneficiary payment by Peoples Bank in the event of default by Peoples Bank’s customer in the nonperformance of an obligation or service. Historically, most loan commitments and standby letters of credit expire unused. Peoples’ exposure to credit loss in the event of nonperformance by the counter-party to the financial instrument for loan commitments and standby letters of credit is represented by the contractual amount of those instruments. Peoples uses the same underwriting standards in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable; inventory; property, plant, and equipment; and income-producing commercial properties. The total amounts of loan commitments and standby letters of credit at December 31 were: (Dollars in thousands) 2024 2023 Home equity lines of credit $ 254,168 $ 244,367 Unadvanced construction loans 370,086 349,850 Other loan commitments 759,790 769,759 Loan commitments 1,384,044 1,363,976 Standby letters of credit $ 8,398 $ 14,318 Note 17 Regulatory Matters The following is a summary of certain regulatory matters affecting Peoples and its subsidiaries: Federal Reserve Board Requirements Peoples Bank is required to maintain a minimum level of reserves, consisting of cash on hand and non-interest-bearing balances with the FRB, based on the amount of total deposits. 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 The primary source of funds for the dividends paid by Peoples is dividends received from Peoples Bank. The payment of dividends by Peoples Bank is subject to various banking regulations. The most restrictive provision requires regulatory approval if dividends declared in any calendar year exceed the total net profits of that year plus the retained net profits of the preceding two years. At December 31, 2024, Peoples Bank had approximately $ 187.7 million of net profits available for distribution to Peoples as dividends without regulatory approval. Capital Requirements Peoples and Peoples Bank are subject to various regulatory capital guidelines administered by the banking regulatory agencies. Under capital adequacy requirements and the regulatory framework for prompt corrective action, Peoples and Peoples Bank must meet specific capital guidelines that involve quantitative measures of each entity’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Peoples’ and Peoples Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to meet future minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by the regulators that, if undertaken, could have a material effect on Peoples’ financial results. Quantitative measures established by regulation to ensure capital adequacy, and in effect at December 31, 2024, required Peoples and Peoples Bank to maintain minimum amounts and ratios of common equity tier 1 capital, tier 1 capital and total capital (each as defined in the applicable regulations) to risk-weighted assets (as defined), and of tier I capital (as defined) to average assets (as defined). Peoples and Peoples Bank met all capital adequacy requirements at December 31, 2024. At December 31, 2024, the most recent notification from the banking regulatory agencies categorized Peoples Bank as well capitalized under the regulatory framework for prompt corrective action applicable to Peoples Bank. 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 120 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. Peoples’ and Peoples Bank’s actual capital amounts and ratios at December 31 are also presented in the following table: 2024 2023 (Dollars in thousands) Amount Ratio Amount Ratio PEOPLES BANCORP, INC. Common Equity Tier 1 (a) Actual $ 833,128 11.95 % $ 766,692 11.56 % For capital adequacy 313,717 4.50 % 298,393 4.50 % To be well capitalized $ 453,147 6.50 % $ 431,011 6.50 % Tier 1 (b) Actual $ 863,974 12.39 % $ 820,496 12.37 % For capital adequacy 418,289 6.00 % 397,857 6.00 % To be well capitalized $ 557,719 8.00 % $ 530,476 8.00 % Total Capital (c) Actual $ 946,724 13.58 % $ 873,226 13.17 % For capital adequacy 557,719 8.00 % 530,476 8.00 % To be well capitalized $ 697,149 10.00 % $ 663,095 10.00 % Tier 1 Leverage (d) Actual $ 863,974 9.73 % $ 820,496 9.48 % For capital adequacy 355,219 4.00 % 346,112 4.00 % To be well capitalized 444,024 5.00 % 432,640 5.00 % Capital Conservation Buffer 389,005 5.60 % 342,750 5.17 % Fully phased in 174,287 2.50 % 165,774 2.50 % Net Risk-Weighted Assets 6,971,489 6,630,945 PEOPLES BANK Common Equity Tier 1 (a) Actual 840,443 12.07 % 783,790 11.85 % For capital adequacy 313,212 4.50 % 297,638 4.50 % To be well capitalized 452,418 6.50 % 429,921 6.50 % Tier 1 (b) Actual 840,443 12.07 % 783,790 11.85 % For capital adequacy 417,617 6.00 % 396,850 6.00 % To be well capitalized 556,822 8.00 % 529,134 8.00 % Total Capital (c) Actual 903,969 12.99 % 836,520 12.65 % For capital adequacy 556,822 8.00 % 529,134 8.00 % To be well capitalized 696,028 10.00 % 661,417 10.00 % Tier 1 Leverage (d) Actual 840,443 9.48 % 783,790 9.12 % For capital adequacy 354,499 4.00 % 343,613 4.00 % To be well capitalized 443,123 5.00 % 429,517 5.00 % Capital Conservation Buffer $ 347,147 5.00 % $ 307,386 4.65 % Fully phased in 174,007 2.50 % 165,354 2.50 % Net Risk-Weighted Assets $ 6,960,276 $ 6,614,172 (a) Ratio represents common equity tier 1 capital to net risk-weighted assets (b) Ratio represents tier 1 capital to net risk-weighted assets (c) Ratio represents total capital to net risk-weighted assets (d) Ratio represents tier 1 capital to average assets 121 Note 18 Stock-Based Compensation Under the Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan (the “2006 Equity Plan”), Peoples may grant, among other awards, nonqualified stock options, incentive stock options, restricted common share awards, stock appreciation rights, performance units and unrestricted common share awards to employees and non-employee directors. The total number of common shares available under the 2006 Equity Plan is 1,493,297 . The maximum number of common shares that can be issued for incentive stock options is 750,000 common shares. Since February 2009, Peoples has granted restricted common shares to employees, and periodically to non-employee directors, subject to the terms and conditions prescribed by the 2006 Equity Plan. In general, common shares issued in connection with stock-based awards are issued from treasury shares to the extent available. If no treasury shares are available, common shares are issued from authorized but unissued common shares. Restricted Common Shares Under the 2006 Equity Plan, Peoples may award restricted common shares to officers, key employees and non-employee directors. In general, the restrictions on the restricted common shares awarded to employees expire after periods ranging from one to five years . Since 2018, common shares awarded to non-employee directors have vested immediately upon grant with no restrictions. In 2024, Peoples granted an aggregate of 283,712 restricted common shares subject to performance-based vesting to officers and key employees with restrictions that will lapse three years after the grant date; provided that in order for the restricted common shares to vest in full, Peoples must have reported positive net income and maintained a well-capitalized status by regulatory standards for each of the three fiscal years preceding the vesting date. During 2024, Peoples granted to certain key employees an aggregate of 29,692 restricted common shares subject to time-based vesting, the majority of which will vest three years after the grant date. The following summarizes the changes to Peoples’ outstanding restricted common shares for the year ended December 31, 2024: Time-Based Vesting Performance-Based Vesting Number of Common Shares Weighted-Average Grant Date Fair Value Number of Common Shares Weighted-Average Grant Date Fair Value Outstanding at January 1 142,419 $ 28.78 403,970 $ 31.21 Awarded 29,692 30.73 283,712 27.92 Released ( 21,101 ) 31.65 ( 72,825 ) 31.49 Forfeited ( 10,779 ) 29.37 ( 28,630 ) 29.43 Outstanding at December 31 140,231 $ 28.72 586,227 $ 29.67 The total intrinsic value of restricted common shares released was $ 2.7 million, $ 3.7 million and $ 3.7 million in 2024, 2023 and 2022, respectively. Stock-Based Compensation Peoples recognizes stock-based compensation expense, which is included as a component of Peoples’ salaries and employee benefit costs, for restricted common shares, as well as purchases made by participants in the employee stock purchase plan. For restricted common shares, Peoples recognizes stock-based compensation based on the estimated fair value of the awards expected to vest on the grant date. The estimated fair value is then expensed over the vesting period, which is normally three years . Peoples also has an employee stock purchase plan whereby employees can purchase Peoples’ common shares at a discount of up to 15 %. The following summarizes the amount of stock-based compensation and related tax benefit recognized for the years ended December 31: (Dollars in thousands) 2024 2023 2022 Employee stock-based compensation expense: Restricted common share grant expense $ 6,815 $ 5,336 $ 3,707 Employee stock purchase plan expense 158 140 112 Total employee stock-based compensation expense 6,973 5,476 3,819 Non-employee director stock-based compensation expense 492 548 506 Total stock-based compensation expense 7,465 6,024 4,325 Recognized tax benefit ( 1,740 ) ( 1,402 ) ( 1,007 ) Net expense recognized $ 5,725 $ 4,622 $ 3,318 Restricted common shares were the primary form of stock-based compensation awards granted by Peoples in 2024, 2023 and 2022. The fair value of restricted common share awards on the grant date is the market price of Peoples’ common shares. 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. 122 Note 19 Revenue The following table details Peoples’ revenue from contracts with customers for the year ended December 31: (Dollars in thousands) 2024 2023 2022 Insurance income: Commission and fees from sale of insurance policies (a) $ 17,183 $ 16,382 $ 14,303 Performance-based commissions (b) 2,218 1,634 1,424 Trust and investment income: Fiduciary income (a) 11,496 10,295 10,048 Brokerage income (a) 8,017 6,865 6,343 Electronic banking income: Interchange income (a) 19,731 19,380 16,674 Promotional and usage income (a) 5,411 5,830 4,420 Deposit account service charges: Ongoing maintenance fees for deposit accounts (a) 6,937 6,425 5,323 Transactional-based fees (b) 10,647 10,257 9,260 Commercial loan swap fees (b) 1,433 782 662 Other non-interest income transactional-based fees (b) 1,703 1,650 1,499 Total $ 84,776 $ 79,500 $ 69,956 Timing of revenue recognition: Services transferred over time $ 68,775 $ 65,177 $ 57,111 Services transferred at a point in time 16,001 14,323 12,845 Total $ 84,776 $ 79,500 $ 69,956 (a) Services transferred over time. (b) Services transferred at a point in time. Peoples records contract assets for income that has been recognized over a period of time for the fulfillment of performance obligations, but has not yet been received, related to electronic banking income. This income typically relates to bonuses for which Peoples is eligible, but will not receive until a certain time in the future. Peoples records contract liabilities for payments received for commission income related to the sale of insurance policies, for which the performance obligations have not yet been fulfilled. The contract liabilities are recognized as income over time, during the period in which the performance obligations are fulfilled, which is over the insurance policy period. Peoples also records contract liabilities for bonuses received related to electronic banking income, for which income is recognized during the period in which the performance obligations are fulfilled. The following table details the changes in Peoples’ contract assets and contract liabilities for the year ended December 31, 2024: (Dollars in thousands) Contract Assets Contract Liabilities Balance, January 1, 2024 $ 753 $ 5,776 Additional income receivable 181 — Additional deferred income — 269 Receipt of income previously receivable ( 35 ) — Recognition of income previously deferred — ( 274 ) Balance, December 31, 2024 $ 899 $ 5,771 For more information on Peoples’ revenue recognition policies, see “Note 1 Summary of Significant Accounting Policies.” Note 20 Acquisitions Limestone Bancorp, Inc. As of the close of business on April 30, 2023, Peoples completed the Limestone Merger. In connection with the Limestone Merger, Limestone Bank, Inc., which operated 20 branches in Kentucky, merged into Peoples Bank. As consideration in the Limestone Merger, Limestone shareholders were paid 0.90 common shares of Peoples for each full share of Limestone that was owned at the merger date, resulting in the issuance of 6,827,668 common shares by Peoples, or aggregate consideration of $ 177.9 million. Peoples accounted for this transaction as a business combination under the acquisition method. 123 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. The other non-interest expenses were primarily due to $ 1.8 million of early contract termination fees on Limestone contracts driven by the system conversions, which took place in the third quarter of 2023. The following table provides the purchase price calculation as of the date of the Limestone Merger, and the assets acquired and liabilities assumed at their estimated fair values. (Dollars in thousands) Fair Value Total purchase price $ 177,931 Assets Cash and balances due from banks 6,422 Interest-bearing deposits in other banks 87,115 Total cash and cash equivalents 93,537 Available-for-sale investment securities, at fair value 166,944 Other investment securities 5,716 Total investment securities 172,660 Loans and leases 1,077,929 Allowance for credit losses (on PCD loans) ( 2,051 ) Net loans 1,075,878 Bank premises and equipment, net of accumulated depreciation 17,690 Bank owned life insurance 31,343 Other intangible assets 27,722 Other assets 36,874 Total assets 1,455,704 Liabilities Deposits: Non-interest-bearing 262,727 Interest-bearing 971,457 Total deposits 1,234,184 Short-term borrowings 60,000 Long-term borrowings 39,453 Accrued expenses and other liabilities 12,967 Total liabilities 1,346,604 Net assets 109,100 Goodwill $ 68,831 The goodwill recorded in connection with the Limestone Merger is related to expected synergies to be gained from the combination of Limestone with Peoples’ operations. The employees retained from the Limestone Merger and the geographic locations of Limestone should allow Peoples to continue to grow its loan and deposit portfolios while also increasing Peoples’ ability to penetrate the new markets, which should benefit Peoples in future periods. During Peoples’ evaluation of intangible assets, it was determined that an assembled workforce intangible asset was not separately recognizable and was included in goodwill. Peoples recorded a core deposit intangible asset in other intangible assets related to the Limestone Merger. 124 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 PCD loans. Acquired PCD loans are reported net of the unamortized fair value adjustment. These loans are recorded at the purchase price, and an allowance for credit losses is determined based upon discrete credit marks, along with discounted cash flow models based upon similar pools of loans, using a similar methodology as for other loans. The following table details the fair value adjustment for acquired PCD loans as of the acquisition date: (Dollars in thousands) Par Value Allowance for Credit Losses Non-Credit (Discount) Premium Fair Value PCD loans Commercial real estate, other $ 30,907 $ ( 1,340 ) $ ( 2,160 ) $ 27,407 Commercial and industrial 16,466 ( 379 ) ( 610 ) 15,477 Residential real estate 6,328 ( 228 ) ( 770 ) 5,330 Home equity lines of credit 774 ( 18 ) 11 767 Consumer 1,029 ( 86 ) 78 1,021 Fair value $ 55,504 $ ( 2,051 ) $ ( 3,451 ) $ 50,002 Note 21 Parent Company Only Financial Information Condensed Balance Sheets December 31, (Dollars in thousands) 2024 2023 Assets: Cash and due from other banks $ 50 $ 50 Interest-bearing deposits in subsidiary bank 29,937 17,099 Due from subsidiary bank 4,874 771 Other investment securities 244 237 Investments in subsidiaries: Bank 1,120,554 1,072,238 Non-bank 14,717 17,606 Other assets 7,010 12,084 Total assets $ 1,177,386 $ 1,120,085 Liabilities: Accrued expenses and other liabilities $ 3,075 $ 3,342 Dividends payable 1,420 938 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 Total stockholders’ equity 1,111,590 1,053,534 Total liabilities and stockholders’ equity $ 1,177,386 $ 1,120,085 125 Condensed Statements of Income Year Ended December 31, (Dollars in thousands) 2024 2023 2022 Income: Dividends from subsidiary bank $ 73,500 $ 48,000 $ 52,000 Dividends from non-bank subsidiary 193 200 1,860 Interest and other income ( 416 ) 11 39 Total income 73,277 48,211 53,899 Expense: Trust preferred securities expense 2,021 1,147 744 Intercompany management fees 2,273 1,873 1,379 Other expense 9,143 11,011 6,539 Total expense 13,437 14,031 8,662 Income before federal income taxes and equity in undistributed earnings of subsidiaries 59,840 34,180 45,237 Applicable income tax expense ( 3,143 ) ( 3,296 ) ( 1,979 ) Equity in undistributed earnings of subsidiaries 54,222 75,887 54,076 Net income $ 117,205 $ 113,363 $ 101,292 Statements of Cash Flows Year Ended December 31, (Dollars in thousands) 2024 2023 2022 Operating activities Net income $ 117,205 $ 113,363 $ 101,292 Adjustments to reconcile net income to cash provided by operations: Depreciation, amortization and accretion, net — — 138 Equity in undistributed earnings of subsidiaries ( 54,222 ) ( 75,887 ) ( 54,076 ) Other, net 12,624 ( 6,757 ) 5,008 Net cash provided by operating activities 75,607 30,719 52,362 Investing activities Investment in subsidiaries ( 43,203 ) ( 39,414 ) ( 13,084 ) Repayments from subsidiaries 39,100 40,086 12,279 Business combinations, net of cash received — 27,763 ( 1,239 ) Other, net ( 7 ) ( 1,636 ) ( 262 ) Net cash used in investing activities ( 4,110 ) 26,799 ( 2,306 ) Financing activities Purchase of treasury stock ( 4,309 ) ( 4,799 ) ( 9,152 ) Proceeds from issuance of common shares 1,478 1,264 1,226 Cash dividends paid ( 55,828 ) ( 51,845 ) ( 42,371 ) Net cash used in financing activities ( 58,659 ) ( 55,380 ) ( 50,297 ) Net increase (decrease) in cash and cash equivalents 12,838 2,138 ( 241 ) Cash and cash equivalents at the beginning of year 17,149 15,011 15,252 Cash and cash equivalents at the end of year $ 29,987 $ 17,149 $ 15,011 Supplemental cash flow information: Interest paid $ 2,253 $ 676 $ 663 126 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information concerning (a) directors of Peoples Bancorp Inc. (“Peoples”), (b) the procedures by which shareholders of Peoples may recommend nominees to Peoples’ Board of Directors, (c) the Audit Committee of Peoples' Board of Directors and (d) the Board of Directors’ determination that Peoples has an “audit committee financial expert” serving on its Audit Committee required by Items 401, 407(c)(3), 407(d)(4) and 407(d)(5) of SEC Regulation S-K will be included in the sections captioned “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS,” “THE BOARD AND COMMITTEES OF THE BOARD” and “CORPORATE GOVERNANCE AND BOARD MATTERS - Nominating Procedures” of the definitive Proxy Statement of Peoples Bancorp Inc. relating to the Annual Meeting of Shareholders to be held on April 24, 2025 (“Peoples’ Definitive Proxy Statement”), which sections are incorporated herein by reference. The procedures by which shareholders of Peoples may recommend nominees to Peoples’ Board of Directors have not changed materially from those described in Peoples’ definitive Proxy Statement for the 2024 Annual Meeting of Shareholders held on April 25, 2024. The information regarding Peoples’ executive officers required by Item 401 of SEC Regulation S-K will be included in the section captioned “EXECUTIVE OFFICERS” of Peoples’ Definitive Proxy Statement, which section is incorporated herein by reference. The information required by Item 405 of SEC Regulation S-K regarding beneficial ownership reporting compliance under Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference from the text to be included under the caption “DELINQUENT SECTION 16(a) REPORTS” of Peoples’ Definitive Proxy Statement, to the extent that disclosure of information is required. The Board of Directors of Peoples has adopted charters for each of the Audit Committee, the Compensation Committee, the Executive Committee, the Governance and Nominating Committee, and the Risk Committee. In accordance with the requirements of Rule 5610 of the Nasdaq Stock Market Corporate Governance Requirements, the Board of Directors of Peoples has adopted a Code of Ethics covering the directors, officers and employees of Peoples and Peoples’ subsidiaries, including, without limitation, the principal executive officer, the principal financial officer, the principal accounting officer and the controller of Peoples. Peoples intends to disclose the following events, if they occur, in a Current Report on Form 8-K and on the “Investor Relations” page of Peoples’ Internet website at www.peoplesbancorp.com within four business days following their occurrence: (A) the date and nature of any amendment to a provision of Peoples’ Code of Ethics that (a) applies to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, (b) relates to any element of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K, and (c) is not a technical, administrative or other non-substantive amendment; and (B) a description (including the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver) of any waiver, including an implicit waiver, from a provision of the Code of Ethics granted to the principal executive officer, principal financial officer, principal accounting officer or controller of Peoples, or persons performing similar functions, that relates to one or more of the elements of the code of ethics definition set forth in Item 406(b) of SEC Regulation S-K. In addition, 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. 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: Corporate Secretary, 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738. 127 ITEM 11 EXECUTIVE COMPENSATION 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 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. 128 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 regarding the security ownership of certain beneficial owners and management will be included in the section captioned “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” of Peoples’ Definitive Proxy Statement, which section is incorporated herein by reference. Equity Compensation Plan Information The table below provides information as of December 31, 2024, with respect to compensation plans under which common shares of Peoples are authorized for issuance to directors, officers or employees in exchange for consideration in the form of goods or services. These compensation plans include: (i) the Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan, as successor to the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan (the “2006 Equity Plan”); (ii) the Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Directors’ Deferred Compensation Plan”); and (iii) the Peoples Bancorp Inc. Employee Stock Purchase Plan (the “ESPP”). All of these compensation plans were approved by the shareholders of Peoples. Plan Category (a) Number of common shares to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of common shares remaining available for future issuance under equity compensation plans (excluding common shares reflected in column (a)) Equity compensation plans approved by shareholders 778,581 (1) $ — 539,684 (2) Total 778,581 $ — 539,684 (1) Includes an aggregate of 726,458 restricted common shares subject to time-based or performance-based vesting restrictions granted under the 2006 Equity Plan, and 52,123 common shares allocated to participants’ bookkeeping accounts under the Directors’ Deferred Compensation Plan. (2) Includes 436,961 common shares remaining available for future grants under the 2006 Equity Plan at December 31, 2024, as well as 102,723 common shares remaining available for issuance and delivery under the ESPP. No amount is included for potential future allocations to participants’ bookkeeping accounts under the Directors’ Deferred Compensation Plan since the terms of the Directors’ Deferred Compensation Plan do not provide for a specified limit on the number of common shares which may be allocated to participants’ bookkeeping accounts. Additional information regarding Peoples’ stock-based compensation plans can be found in “Note 18 Stock-Based Compensation.” ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 will be included in the sections captioned “TRANSACTIONS WITH RELATED PERSONS,” “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS,” “THE BOARD AND COMMITTEES OF THE BOARD,” “CORPORATE GOVERNANCE AND BOARD MATTERS - Independence of Directors,” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” of Peoples’ Definitive Proxy Statement, which sections are incorporated herein by reference. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item 14 will be included in the section captioned “INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” of Peoples’ Definitive Proxy Statement, which section is incorporated herein by reference. 129 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements: The following reports of the independent registered public accounting firm and consolidated financial statements of Peoples Bancorp Inc. and subsidiaries are filed as required by “ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” and set forth immediately following “ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS” of this Form 10-K: Page Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Effectiveness of Internal Control Over Financial Reporting 78 Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) on Consolidated Financial Statements 80 Consolidated Balance Sheets at December 31, 2024 and 2023 82 Consolidated Statements of Income for each of the fiscal years in the three-year period ended December 31, 2024 83 Consolidated Statements of Comprehensive (Loss) Income for each of the fiscal years in the three-year period ended December 31, 2024 86 Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 31, 2024 84 Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 31, 2024 87 Notes to the Consolidated Financial Statements 90 Peoples Bancorp Inc. Parent Company Only Financial Information is included in Note 21 of the Notes to the Consolidated Financial Statements 124 (a)(2) Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted. (a)(3) Exhibits The documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K, are filed/furnished with this Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such in the list below. (b) Exhibits The documents listed in the Index to Exhibits that immediately precedes the signature page of this Form 10-K are filed/furnished with this Form 10-K as exhibits or incorporated into this Form 10-K by reference as noted. (c) Financial Statement Schedules None. ITEM 16 FORM 10-K SUMMARY Not applicable. 130 INDEX TO EXHIBITS Exhibit Number Description Exhibit Location 2.1 Agreement and Plan of Merger, dated as of March 26, 2021, between Peoples Bancorp Inc. and Premier Financial Bancorp, Inc. + Included as Annex A to the preliminary joint proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A filed on June 1, 2021 (Registration No. 333-256040) 2.2 Agreement and Plan of Merger, dated as of October 24, 2022, between Peoples Bancorp Inc. and Limestone Bancorp, Inc. + Included as Annex A to the preliminary joint proxy statement/prospectus which forms a part of the Registration Statement of Peoples Bancorp Inc. on Form S-4/A filed on January 6, 2023 (Registration No. 333-268728) 3.1(a) Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on May 3, 1993) P Incorporated herein by reference to Exhibit 3(a) to the Registration Statement of Peoples Bancorp Inc. on Form 8-B filed on July 20, 1993 (File No. 0-16772) 3.1(b) Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 22, 1994) Incorporated herein by reference to Exhibit 3.1(b) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended September 30, 2017 (File No. 0-16772) (“Peoples’ September 30, 2017 Form 10-Q”) 3.1(c) Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 9, 1996) Incorporated herein by reference to Exhibit 3.1(c) to Peoples’ September 30, 2017 Form 10-Q 3.1(d) Certificate of Amendment to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on April 23, 2003) Incorporated herein by reference to Exhibit 3(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended March 31, 2003 (File No. 0-16772) (“Peoples’ March 31, 2003 Form 10-Q”) 3.1(e) Certificate of Amendment by Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on January 22, 2009) Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on January 23, 2009 (File No. 0-16772) 3.1(f) Certificate of Amendment by Directors to Articles filed with the Ohio Secretary of State on January 28, 2009, evidencing adoption of amendments by the Board of Directors of Peoples Bancorp Inc. to Article FOURTH of the Amended Articles of Incorporation to establish express terms of Fixed Rate Cumulative Perpetual Preferred Shares, Series A, each without par value, of Peoples Bancorp Inc. Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on February 2, 2009 (File No. 0-16772) 3.1(g) Certificate of Amendment by the Shareholders to the Amended Articles of Incorporation of Peoples Bancorp Inc. (as filed with the Ohio Secretary of State on July 28, 2021) Incorporated herein by reference to Exhibit 3.1(g) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended June 30, 2021 (File No. 0-16772) (“Peoples’ June 30, 2021 Form 10-Q”) 3.1(h) Amended Articles of Incorporation of Peoples Bancorp Inc. (representing the Amended Articles of Incorporation in compiled form incorporating all amendments) [For purposes of SEC reporting compliance only - not filed with Ohio Secretary of State] Incorporated herein by reference to Exhibit 3.1(h) to Peoples’ June 30, 2021 Form 10-Q 3.2(a) Code of Regulations of Peoples Bancorp Inc. P Incorporated herein by reference to Exhibit 3(b) to the Registration Statement of Peoples Bancorp Inc. on Form 8-B filed July 20, 1993 (File No. 0-16772) + Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of SEC Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally by Peoples Bancorp Inc. to the SEC on a confidential basis upon request. P Peoples Bancorp Inc. filed this exhibit with the SEC in paper form originally and this exhibit has not been filed with the SEC in electronic format. 131 Exhibit Number Description Exhibit Location 3.2(b) Certified Resolutions Regarding Adoption of Amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 10, 2003 Incorporated herein by reference to Exhibit 3(c) to Peoples’ March 31, 2003 Form 10-Q 3.2(c) Certificate regarding adoption of amendments to Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08 and 3.11 of the Code of Regulations of Peoples Bancorp Inc. by shareholders on April 8, 2004 Incorporated herein by reference to Exhibit 3(a) to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended March 31, 2004 (File No. 0-16772) 3.2(d) Certificate regarding adoption of amendments to Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Bancorp Inc.’s Code of Regulations by the shareholders on April 13, 2006 Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on April 14, 2006 (File No. 0-16772) 3.2(e) Certificate regarding adoption of an amendment to Section 2.01 of Peoples Bancorp Inc.'s Code of Regulations by the shareholders on April 22, 2010 Incorporated herein by reference to Exhibit 3.2(e) to the Quarterly Report on Form 10-Q/A (Amendment No. 1) of Peoples Bancorp Inc. for the quarterly period ended June 30, 2010 (File No. 0-16772) 3.2(f) Certificate regarding Adoption of Amendment to Division (D) of Section 2.02 of Code of Regulations of Peoples Bancorp Inc. by the Shareholders at the Annual Meeting of Shareholders on April 26, 2018 Incorporated herein by reference to Exhibit 3.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on June 28, 2018 (File No. 0-16772) (“Peoples’ June 28, 2018 Form 8-K”) 3.2(g) Code of Regulations of Peoples Bancorp Inc. (This document represents the Code of Regulations of Peoples Bancorp Inc. in compiled form incorporating all amendments.) Incorporated herein by reference to Exhibit 3.2 to Peoples’ June 28, 2018 Form 8-K 4.1 Agreement to furnish instruments and agreements defining rights of holders of long-term debt Filed herewith 4.2(a) 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. 0-16772) (“Peoples’ June 30, 2015 Form 10-Q”) 4.2(b) First Supplemental Indenture, dated June 5, 2015, and made to be effective as of 6:00 p.m., Eastern Standard Time, on March 6, 2015, between Wilmington Trust Company, as trustee, and Peoples Bancorp Inc., as successor to NB&T Financial Group, Inc. Incorporated herein by reference to Exhibit 4.1(b) to Peoples’ June 30, 2015 Form 10-Q 4.3(a) Amended and Restated Declaration of Trust of NB&T Statutory Trust III, dated and effective as of June 25, 2007 NOTE: Pursuant to the First Supplemental Indenture, dated June 5, 2015, and made to be effective as of 6:00 p.m., Eastern Standard Time, on March 6, 2015, between Wilmington Trust Company, as trustee, and Peoples Bancorp Inc., Peoples Bancorp Inc. succeeded to and was substituted for NB&T Financial Group, Inc. as “Sponsor” Incorporated herein by reference to Exhibit 4.2(a) to Peoples’ June 30, 2015 Form 10-Q 4.3(b) Notice of Removal of Administrators and Appointment of Replacements, dated June 5, 2015, delivered to Wilmington Trust Company by the Successor Administrators named therein and Peoples Bancorp Inc. Incorporated herein by reference to Exhibit 4.2(b) to Peoples’ June 30, 2015 Form 10-Q 4.3(c) Notice of Removal of Administrator and Appointment of Replacement, dated February 11, 2021, delivered to Wilmington Trust Company by the Continuing Administrators and the Successor Administrator named therein and Peoples Bancorp Inc. Incorporated herein by reference to Exhibit 4.3(c) to the Annual Report on Form 10-K of Peoples Bancorp Inc. for the fiscal year ended December 31, 2020 (File No. 0-16772) 132 Exhibit Number Description Exhibit Location 4.4 Guarantee Agreement, dated as of June 25, 2007, between NB&T Financial Group, Inc. and Wilmington Trust Company, as guarantee trustee, relating to the Capital Securities (as defined therein) NOTE: Pursuant to the First Supplemental Indenture, dated June 5, 2015, and made to be effective as of 6:00 p.m., Eastern Standard Time, on March 6, 2015, between Wilmington Trust Company, as trustee, and Peoples Bancorp Inc., Peoples Bancorp Inc. succeeded to and was substituted for NB&T Financial Group, Inc. as “Guarantor” Incorporated herein by reference to Exhibit 4.3 to Peoples’ June 30, 2015 Form 10-Q 4.5(a) 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. 0-16772) (“Peoples’ September 30, 2021 Form 10-Q”) 4.5(b) First Supplemental Indenture, dated as of January 15, 2016, between Wilmington Trust Company, as Trustee, and Premier Financial Bancorp, Inc., as successor to First National Bankshares Corporation Incorporated herein by reference to Exhibit 4.1(b) to Peoples’ September 30, 2021 Form 10-Q 4.5(c) Second Supplemental Indenture, dated as of September 17, 2021, between Wilmington Trust Company, as Trustee, and Peoples Bancorp Inc., as successor to Premier Financial Bancorp, Inc. Incorporated herein by reference to Exhibit 4.1 (c) to Peoples’ September 30, 2021 Form 10-Q 4.6 Amended and Restated Declaration of Trust of FNB Capital Trust One, dated as of February 26, 2004 NOTE: Pursuant to the First Supplemental Indenture, dated as of January 15, 2016, between Wilmington Trust Company, as Trustee, and Premier Bancorp, Inc., Premier Bancorp, Inc., succeeded to and was substituted for First National Bankshares Corporation as “Sponsor” and pursuant to the Second Supplemental Indenture, dated as of September 17, 2021, between Wilmington Trust Company, as Trustee, and Peoples Bancorp Inc., Peoples Bancorp Inc., succeeded and was substituted for Premier Financial Bancorp, Inc. as “Sponsor” Incorporated herein by reference to Exhibit 4.2 to Peoples’ September 30, 2021 Form 10-Q 4.7 Notice of Removal of Administrators and Appointment of Replacements, dated September 17, 2021, delivered to Wilmington Trust Company by the Successor Administrators named therein and Peoples Bancorp Inc. Incorporated herein by reference to Exhibit 4.3 to Peoples’ September 30, 2021 Form 10-Q 4.8 Guarantee Agreement, dated as of February 26, 2004, between First National Bankshares Corporation, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, related to the Capital Securities (as defined therein) NOTE: Pursuant to the First Supplemental Indenture, dated as of January 15, 2016, between Wilmington Trust Company, as Trustee, and Premier Financial Bancorp, Inc., Premier Financial Bancorp, Inc. succeeded to and was substituted for First National Bankshares Corporation as “Guarantor” and pursuant to the Second Supplemental Indenture, dated as of September 17, 2021, between Wilmington Trust Company, as Trustee, and Peoples Bancorp Inc., Peoples Bancorp Inc. succeeded and was substituted for Premier Financial Bancorp, Inc. as “Guarantor” Incorporated herein by reference to Exhibit 4.4 to Peoples’ September 30, 2021 Form 10-Q 4.9 Description of Common Shares of Peoples Bancorp Inc. Incorporated herein by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended June 30, 2023 (File No. 0-16772) (“Peoples’ June 30, 2023 Form 10-Q”) 10.1(a) Peoples Bancorp Inc. Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (Amended and Restated Effective June 26, 2014)* Incorporated herein by reference to Exhibit 10.1(a) to the Annual Report on Form 10-K of Peoples Bancorp Inc. for the fiscal year ended December 31, 2015 (File No. 0-16772) *Management Compensation Plan or Agreement 133 Exhibit Number Description Exhibit Location 10.1(b) Rabbi Trust Agreement, made January 6, 1998, between Peoples Bancorp Inc. and The Peoples Banking and Trust Company (predecessor to Peoples Bank, National Association and now known as Peoples Bank following conversion to state-chartered bank) as Trustee* Incorporated herein by reference to Exhibit 10.1(c) to the Annual Report on Form 10-K of Peoples Bancorp Inc. for the fiscal year ended December 31, 2007 (File No. 0-16772) 10.1(c) Rabbi Trust Agreement, entered into effective on September 1, 2022, between Peoples Bancorp Inc. and Reliance Trust Company, a state chartered trust company, as Trustee* Incorporated herein by reference to Exhibit 10.1(c) to the Annual Report on Form 10-K of Peoples Bancorp Inc. for the fiscal year ended December 31, 2022 (File No. 0-16772) (“Peoples’ 2022 Form 10-K”) 10.2 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, 2021 and ending with the fiscal year ended December 31, 2022]* Incorporated herein by reference to Exhibit 10.4 to the Annual Report on Form 10-K of Peoples Bancorp Inc. for the fiscal year ended December 31, 2020 (File No. 0-16772) 10.3 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, 2023]* Incorporated herein by reference to Exhibit 10.4 to Peoples’ 2022 Form 10-K 10.4 Summary of Peoples Bancorp Inc. Annual Incentive Program for Executive Officers and other employees of Peoples Bancorp Inc. [Effective beginning with the fiscal year beginning January 1, 2024]* Incorporated herein by reference to Exhibit 10.4 to Peoples’ 2023 Form 10-K 10.5 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 10.6 Summary of Perquisites for Executive Officers of Peoples Bancorp Inc.* Filed herewith 10.7 Summary of Base Salaries for Executive Officers of Peoples Bancorp Inc.* Filed herewith 10.8 Summary of Compensation for Directors of Peoples Bancorp Inc.* Filed herewith 10.9 Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan (approved by the shareholders of Peoples Bancorp Inc. on April 27, 2023; successor to the Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan, the Peoples Bancorp Inc. Second Amended and Restated 2006 Equity Plan, the Peoples Bancorp Inc. Amended and Restated 2006 Equity Plan and the Peoples Bancorp Inc. 2006 Equity Plan)* Incorporated herein by reference to Exhibit 99.1 to Peoples’ Current Report on Form 8-K dated and filed on May 2, 2023 (File No. 0-16772) 10.10 Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan Time-Based Restricted Stock Award Agreement (for Executives) used and to be used to evidence awards of time-based restricted stock granted to executives of Peoples Bancorp Inc. on and after July 31, 2018 and prior to April 27, 2023* Incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended September 30, 2018 (File No. 0-16772) (“Peoples’ September 30, 2018 Form 10-Q”) 10.11 Peoples Bancorp Inc. Third Amended and Restated 2006 Equity Plan Performance-Based Restricted Stock Award Agreement (for Executives) used and to be used to evidence awards of performance-based restricted stock granted to executives of Peoples Bancorp Inc. on and after July 31, 2018 and prior to April 27, 2023* Incorporated herein by reference to Exhibit 10.2 to Peoples’ September 30, 2018 Form 10-Q 10.12(a) Peoples Bancorp Inc. Amended and Restated Nonqualified Deferred Compensation Plan (adopted effective July 11, 2019)* Incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended June 30, 2019 (File No. 0-16772) 10.12(b) First Amendment to Peoples Bancorp Inc. Amended and Restated Nonqualified Deferred Compensation Plan (effective as of May 17, 2021)* Incorporated herein by reference to Exhibit 10.11(b) to Peoples’ 2022 Form 10-K 10.12(c) Second Amendment to Peoples Bancorp Inc. Amended and Restated Nonqualified Deferred Compensation Plan (effective as of September 1, 2022)* Incorporated herein by reference to Exhibit 10.11(c) to Peoples’ 2022 Form 10-K 134 Exhibit Number Description Exhibit Location *Management Compensation Plan or Agreement 10.13 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. 0-16772) 10.14 Peoples Bancorp Inc. Employee Stock Purchase Plan* Incorporated herein by reference to Exhibit 10.1 to the Current Report of Peoples Bancorp Inc. on Form 8-K dated and filed on April 28, 2014 (File No. 0-16772) 10.15 Form of Peoples Bancorp Inc. Change in Control Agreement to be adopted by Peoples Bancorp Inc. and individuals who are first elected as executive officers of Peoples Bancorp Inc. after March 24, 2016* Incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended March 31, 2016 (File No. 0-16772) 10.16 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Douglas Wyatt (adopted May 2, 2016)* Incorporated herein by reference to Exhibit 10.1 to Peoples’ March 31, 2017 Form 10-Q 10.17 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Ryan Kirkham (adopted January 1, 2019)* Incorporated herein by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Peoples Bancorp Inc. for the fiscal year ended December 31, 2019 (File No. 0-16772) 10.18 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Jason M. Eakle (adopted April 1, 2020)* Incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Peoples Bancorp Inc. for the quarterly period ended June 30, 2020 (File No. 0-16772) 10.19 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Kathryn M. Bailey (adopted October 1, 2020)* Incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form-10-Q of Peoples Bancorp Inc. for the quarterly period ended September 30, 2020 (File No. 0-16772) (“Peoples September 30, 2020 Form 10-Q”) 10.20 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Mark J. Augenstein (adopted October 1, 2020)* Incorporated herein by reference to Exhibit 10.2 to Peoples’ September 30, 2020 Form 10-Q 10.21 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. 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. 0-16772) 10.22 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Matthew Macia (adopted August 21, 2023)* Incorporated herein by reference to Exhibit 10.1 to Peoples’ September 30, 2023 Form 10-Q 10.23 Peoples Bancorp Inc. Change in Control Agreement between Peoples Bancorp Inc. and Hugh Donlon (adopted September 9, 2023)* Incorporated herein by reference to Exhibit 10.2 to Peoples’ September 30, 2023 Form 10-Q 10.24 Form of Peoples Bancorp Inc. 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 10.25 Form of Peoples Bancorp Inc. 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 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 10.26 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 135 Exhibit Number Description Exhibit Location 10.27 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 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 10.28 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 October 23, 2023* Incorporated herein by reference to Exhibit 10.3 to Peoples’ September 30, 2023 Form 10-Q *Management Compensation Plan or Agreement 19 Insider Trading Policy Filed herewith 21 Subsidiaries of Peoples Bancorp Inc. Filed herewith 23 Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP Filed herewith 24 Powers of Attorney of Directors and Executive Officers of Peoples Bancorp Inc. Filed herewith 31.1 Rule 13a-14(a)/15d-14(a) Certifications [President and Chief Executive Officer] Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certifications [Executive Vice President, Chief Financial Officer and Treasurer] Filed herewith 32 Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code [President and Chief Executive Officer; and Executive Vice President, Chief Financial Officer and Treasurer] Furnished herewith 97 Clawback Policy Filed herewith 101.INS Inline XBRL Instance Document ## Submitted electronically herewith # 101.SCH Inline XBRL Taxonomy Extension Schema Document Submitted electronically herewith # 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Submitted electronically herewith # 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Submitted electronically herewith # 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Submitted electronically herewith # 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Submitted electronically herewith # 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) Submitted electronically herewith # Attached as Exhibit 101 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of Peoples Bancorp Inc. are the following documents formatted in Inline XBRL (eXtensive Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2024 and December 31, 2023; (ii) Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to the Consolidated Financial Statements. ## The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 136 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. PEOPLES BANCORP INC. Date: February 27, 2025 By: /s/ TYLER WILCOX Tyler Wilcox President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ TYLER WILCOX President, Chief Executive Officer and Director (Principal Executive Officer) 2/27/2025 Tyler Wilcox /s/ KATIE BAILEY Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) 2/27/2025 Katie Bailey /s/ S. CRAIG BEAM* Director 2/27/2025 S. Craig Beam /s/ DAVID F. DIERKER* Director 2/27/2025 David F. Dierker /s/ GLENN HOGAN* Director 2/27/2025 Glenn Hogan /s/ BROOKE W. JAMES* Director 2/27/2025 Brooke W. James /s/ SUSAN D. RECTOR* Chairman of the Board and Director 2/27/2025 Susan D. Rector /s/ KEVIN R. REEVES* Director 2/27/2025 Kevin R. Reeves /s/ CAROL A. SCHNEEBERGER* Director 2/27/2025 Carol A. Schneeberger /s/ FRANCES A. SKINNER* Director 2/27/2025 Frances A. Skinner /s/ DWIGHT SMITH* Director 2/27/2025 Dwight Smith /s/ MICHAEL N. VITTORIO* Director 2/27/2025 Michael N. Vittorio * 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. By: /s/ TYLER WILCOX Tyler Wilcox President and Chief Executive Officer Attorney-in-Fact