What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-27 · 73 added, 102 removed, 496 unchanged (26% of the section changed)

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Peoples operates principally through its wholly-owned subsidiary, Peoples Bank, an Ohio state-chartered bank that was first chartered in 1902.

Peoples’ other wholly-owned subsidiary is Peoples Investment Company (“PIC”).

Peoples’ other wholly-owned operating subsidiary is Peoples Investment Company (“PIC”).

Peoples also holds all of the common securities of NB&T Statutory Trust III, FNB Capital Trust One, Ascencia Statutory Trust I, and Porter Statutory Trusts II-IV.

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◦ insurance premium financing;

◦ commercial equipment leasing;

◦ technology equipment leasing;

◦ commercial equipment financing;

◦ technology equipment financing;

◦ debit and automated teller machine (“ATM”) cards;

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◦ employee benefit, retirement, and healthcare plan administration services.

Peoples’ financial products and services are primarily offered through its financial service offices, ATMs, and ITMs in Ohio, West Virginia, Kentucky, Virginia, Washington, D.C.

Peoples’ financial products and services are primarily offered through its financial service offices, ATMs, and ITMs in Ohio, Kentucky, West Virginia, Virginia, Washington, D.C.

and Maryland, as well as through online resources that are web-based and mobile-based.

Peoples’ premium financing and commercial and technology equipment leasing services are offered nationwide.

Peoples’ premium financing and commercial and technology equipment financing services are offered nationwide.

Brokerage services are offered exclusively through an unaffiliated registered broker-dealer located at Peoples Bank’s offices.

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The primary objectives of Peoples’ expansion efforts include:

(1) providing opportunities to integrate non-traditional products and services, such as insurance, investment administration and management, insurance premium financing and commercial equipment leasing options, along with the traditional banking products offered to Peoples’ clients;

(1) providing opportunities to integrate non-traditional products and services, such as insurance, investment administration and management, insurance premium financing and equipment financing options, along with the traditional banking products offered to Peoples’ clients;

(2) increasing market share in existing markets;

(3) expanding Peoples’ core financial service businesses of banking, insurance, investment and investment management, insurance premium financing and commercial equipment leasing services;

and (4) improving operating efficiency by directing resources toward offices and markets with the greatest earnings opportunities.

(3) expanding Peoples’ core financial service businesses of banking, insurance, investment and investment management, insurance premium financing and equipment financing services;

and (4) improving operating efficiency by directing resources toward branches, offices, and markets with the greatest earnings opportunities.

Recent Corporate Developments

On October 25, 2022, Peoples announced the signing of a definitive Agreement and Plan of Merger providing for Peoples’ acquisition, in an all-stock merger, of Limestone Bancorp Inc.

(“Limestone”), a bank holding company headquartered in Louisville, Kentucky, and the parent company of Limestone Bank.

Under the terms of the Agreement and Plan of Merger, Limestone merged with and into Peoples, and Limestone Bank merged with and into Peoples’ wholly-owned subsidiary, Peoples Bank (collectively, the “Limestone Merger”).

The Limestone Merger closed as of the close of business on April 30, 2023.

As consideration, Limestone shareholders received 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 recorded goodwill in the amount of $68.8 million and core deposit other intangible assets in the amount of $27.7 million related to this transaction.

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

Peoples repurchased an aggregate of 100,905 of its common shares totaling $3.0 million during 2024, an aggregate of 107,219 of its common shares totaling $3.0 million during 2023, and an aggregate of 263,183 of its common shares totaling $7.4 million during 2022, under the share repurchase program authorized on January 28, 2021.

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

Under this share repurchase program, Peoples repurchased an aggregate of 30,692 of its common shares totaling $0.8 million during 2025, an aggregate of 100,905 of its common shares totaling $3.0 million during 2024, and an aggregate of 107,219 of its common shares totaling $3.0 million during 2023.

Primary Market Area and Customers

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and Maryland.

Peoples currently operates 67 offices in Ohio, 29 offices in West Virginia, 43 offices in Kentucky, three offices in Virginia, two offices in Washington D.C., one office in Maryland, an insurance premium finance lending office in Missouri, an equipment leasing office in Vermont, and an equipment leasing office in Minnesota.

Peoples currently operates 57 offices in Ohio, 26 offices in West Virginia, 39 offices in Kentucky, two offices in Virginia, one office in Washington D.C., one office in Maryland, an insurance premium finance lending office in Missouri, an equipment leasing office in Vermont, and an equipment leasing office in Minnesota.

Peoples’ market area consists of rural, small urban and metropolitan markets in which Peoples serves a diverse group of industries and consumers.

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Lending Activities

Peoples Bank originates various types of loans, including commercial loans (comprised of commercial and industrial loans, commercial real estate loans, and construction loans), premium finance loans, residential real estate loans, home equity lines of credit, consumer loans (comprised of both indirect and direct loans) and overdraft services.

Peoples Bank originates various types of loans, including commercial loans (comprised of commercial and industrial loans, construction loans, and other commercial real estate loans), premium finance loans, residential real estate loans, home equity lines of credit, consumer loans (comprised of both indirect and direct loans) and overdraft services.

Peoples Bank’s lending activities are focused principally on lending opportunities within its primary market area, except for its premium finance lending and equipment leasing businesses, which originate loans and leases nationwide.

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In general, Peoples Bank retains the majority of the loans and leases it originates;

however, certain longer-term fixed-rate mortgage loan originations, primarily one-to-four family residential mortgages, and portions of select commercial real estate loans and commercial and industrial loans are sold into the secondary market or to other financial institutions.

however, certain longer-term fixed-rate mortgage loan originations, primarily one-to-four family residential mortgage loans, and portions of select commercial real estate loans and commercial and industrial loans are sold into the secondary market or to other financial institutions.

Peoples Bank’s loans consist of credit extensions to consumers and other borrowers spread over a broad range of industrial classifications.

At December 31, 2024, Peoples Bank had no concentration of loans to borrowers engaged in the same or similar industries that exceeded 10% of total loans (also referred to as “loans, net of deferred fees and costs”), nor did Peoples Bank have any loans outstanding to non-United States (“U.S.”) entities.

At December 31, 2025, Peoples Bank had no concentration of loans to borrowers engaged in the same or similar industries that exceeded 11% of total loans (also referred to as “loans, net of deferred fees and costs”).

Commercial Lending

Commercial loans include commercial and industrial loans, commercial real estate loans, construction loans, and commercial credit card loans.

Commercial loans include commercial and industrial loans, construction loans, other commercial real estate loans, and commercial credit card loans.

Commercial loans represented the largest portion of Peoples Bank’s total loan portfolio, comprising approximately 62.1% and 60.3% of total loans at December 31, 2025, and at December 31, 2024, respectively.

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However, Peoples Bank also originates commercial loans with fixed interest rates for periods generally ranging from three to ten years.

At December 31, 2024, the commercial loan portfolio consisted of

61.1% in variable interest rate loans and 38.9% in fixed interest rate loans.

At December 31, 2025, the commercial loan portfolio consisted of 67.4% in variable interest rate loans and 32.6% in fixed interest rate loans.

In determining whether to grant a commercial loan, Peoples Bank primarily reviews a schedule of cash flows to evaluate whether the borrower’s anticipated future cash flows will be adequate to service both interest and principal due.

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Peoples Bank evaluates all commercial loan relationships whose aggregate credit exposure is greater than $1.0 million on an annual basis for possible credit deterioration.

This internal loan review process provides Peoples Bank with opportunities to identify potential problem loans and take proactive actions to assure repayment of the loan or minimize Peoples Bank’s risk of loss, such as reviewing the relationship more frequently based upon the loan quality rating and aggregate outstanding exposure.

loss, such as reviewing the relationship more frequently based upon the loan quality rating and aggregate outstanding exposure.

Upon detection of the reduced ability of a borrower to meet cash flow obligations, the loan is reviewed for possible downgrade in the loan quality rating or placement on nonaccrual status.

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Triggers for review include a borrower's request to renew a maturing loan or line of credit, actual knowledge of adverse events affecting the borrower’s business, receipt of financial statements indicating deteriorating credit quality, or other similar events.

Commercial and Industrial Loans

Commercial and industrial loans are loans to operating companies for purposes of financing working capital needs, fixed asset purchases, acquisitions of other businesses, and other business activities.

Typically, these loans are secured with business assets and, in some cases, owner-occupied real estate and are personally guaranteed by the owners of the operating companies.

The primary source of repayment of this type of loan is generally cash flows generated from operations of the business, which can be susceptible to adverse changes in economic conditions of the general economy as a whole or within a specific industry.

At December 31, 2024, commercial and industrial loans comprised 21.2% of Peoples Bank’s total loan portfolio, compared to 19.2% at December 31, 2023.

Commercial Real Estate Loans

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Typically, the primary source of repayment of this type of loan is rental income generated from leasing activities.

Commercial and Industrial Loans

Typically, these loans are secured with business assets and, in some cases, owner-occupied real estate and are personally guaranteed by the owners of the operating companies.

At December 31, 2025, commercial and industrial loans comprised 22.7% of Peoples Bank’s total loan portfolio, compared to 21.2% at December 31, 2024.

Construction Loans

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To mitigate the risk of construction lending, Peoples Bank requires periodic site inspections, typically completed by an independent third party, to ensure appropriate completion of the project prior to any disbursements.

Construction loans are

structured to provide sufficient time to complete construction, giving consideration to weather or other variables that influence completion time.

Construction loans are structured to provide sufficient time to complete construction, giving consideration to weather or other variables that influence completion time.

Peoples Bank typically requires the term of its construction loans to be less than three years.

Insurance Premium Finance Loans

Based in Lee Summit, Missouri, Peoples Premium Finance originates insurance premium finance loans through independent insurance agency partners nationwide that provide funding for the purchase by borrowers of property and casualty insurance policies from the insurance agency partners.

Based in Lee’s Summit, Missouri, Peoples Premium Finance originates insurance premium finance loans through independent insurance agency partners nationwide that provide funding for the purchase by borrowers of property and casualty insurance policies from the insurance agency partners.

Peoples Bank’s portfolio of insurance premium finance loans comprised 3.7% of total loans at December 31, 2025, and 4.2% of total loans at December 31, 2024, with the original portfolio having been acquired during 2020.

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These loans require a 10% to 20% down payment followed by no less than nine consecutive, equal monthly payments of principal plus interest.

This type of lending is relatively low risk, as the loan amount is generally less than the refundable, unearned premiums of the underlying insurance policy.

This type of lending is relatively low risk, as the loan amount is generally less than the refundable,

unearned premiums of the underlying insurance policy.

If the loan becomes delinquent, the underlying insurance policy is cancelled, and the unearned premiums are refunded directly to Peoples Bank.

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Based in Burlington, Vermont, the North Star Leasing division underwrites, originates and services equipment leases and equipment financing agreements primarily to small businesses throughout the U.S.

Based in Excelsior, Minnesota, Vantage underwrites, originates and services primarily technology equipment leases to medium and large businesses throughout the U.S.

Based in Minnetonka, Minnesota, Vantage underwrites, originates and services primarily technology equipment leases to medium and large businesses throughout the U.S.

Both North Star Leasing’s and Vantage’s leases transfer substantially all of the benefits and much of the risks of equipment ownership to the lessee.

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For leases classified as operating, lease income is recognized ratably over the life of the lease.

Lease origination costs are deferred and amortized as an adjustment of the related lease’s yield.

Lease origination costs are deferred and amortized as an adjustment of the related lease’s yield for sales-type leases and straight-line over the life of the lease for operating leases.

Residential Real Estate Loans

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The residential real estate loans originated by Peoples Bank may either be retained in its loan portfolio, or sold into the secondary market with servicing either retained by Peoples Bank or sold with the loan.

Peoples Bank also had $2.3 million of residential real estate loans held for sale and was servicing $346.2 million of loans, consisting primarily of one-to-four family residential mortgages, which had previously been sold into the secondary market, in each case, at December 31, 2024.

Peoples Bank had $2.7 million of residential real estate loans held for sale and was servicing $322.1 million of loans, consisting primarily of one-to-four family residential mortgages, which had previously been sold into the secondary market, in each case, at December 31, 2025.

Peoples Bank also originates and retains jumbo residential mortgage loans for primary and secondary residences, which are nonconforming loans that have higher loan amounts than those acceptable for sale to the government-sponsored enterprises to which Peoples Bank typically sells residential mortgage loans.

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Additionally, Peoples Bank has a blanket insurance policy to cover loans secured by real estate with outstanding balances of less than $1.0 million that do not include an insurance escrow account.

For loans secured by real estate with outstanding balances over $1.0 million or those that include an insurance escrow account, Peoples Bank force-places an insurance policy to cover the residential real estate loan when the borrower fails to maintain adequate insurance.

For loans secured by real estate with outstanding balances over $1.0

million or those that include an insurance escrow account, Peoples Bank force-places an insurance policy to cover the residential real estate loan when the borrower fails to maintain adequate insurance.

Licensed appraisals are required for all residential real estate loans, and are completed by an independent third party.

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At December 31, 2025, 14.8% of the total home equity loan portfolio was represented by convertible rate home equity lines of credit, with total outstanding principal balances and available credit amounts of $37.4 million and $51.2 million, respectively, and a weighted-average remaining maturity of 6.0 years.

The average original loan amount under these convertible rate home equity lines of credit was $51,000 at December 31, 2024.

The average original loan amount under these convertible rate home equity lines of credit was approximately $52,000 at December 31, 2025.

Home equity lines of credit are generally made as second mortgages by Peoples Bank.

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These dealerships undergo an approval process whereby Peoples Bank reviews the dealership licensing and industry experience, evaluates customer experience with the dealership, and completes an inspection of the inventory, showroom, and general facilities.

On an ongoing basis, the dealerships are monitored based on production volume, application approval rates, portfolio default rates, adherence to loan pricing guidelines, compliance with fair lending laws and consumer protection regulations, including unfair and deceptive acts and practices (“UDAP”) under Section 5 of the FTC Act or unfair, deceptive or abusive acts and practices (“UDAAP”) pursuant to the Dodd-Frank Act.

On an ongoing basis, the dealerships are monitored based on production volume, application approval rates, portfolio default rates, adherence to loan pricing guidelines, compliance with fair lending laws and consumer protection regulations, including unfair and deceptive acts and practices (“UDAP”) under Section 5 of the Federal Trade Commission Act or unfair, deceptive or abusive acts and practices (“UDAAP”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (“Dodd-Frank Act”).

Consumer Direct Loans

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Customers repay the overdraft with their next deposit.

overdraft services are designed to allow Peoples Bank to fill the void between traditional overdraft protection, such as a line of credit, and non-bank “check cashing services.” Under federal banking regulations, Peoples Bank is required to obtain the consent of its customers in order to apply Peoples’ overdraft services to ATM and one-time debit card transactions.

Peoples’ overdraft services are designed to allow Peoples Bank to fill the void between traditional overdraft protection, such as a line of credit, and non-bank “check cashing services.” Under federal banking regulations, Peoples Bank is required to obtain the consent of its customers in order to apply Peoples’ overdraft services to ATM and one-time debit card transactions.

While the overdraft services generate fee income, these fees may be partially offset by additions to the provision for credit losses necessary to ensure the maintenance of an appropriate allowance for credit losses against overdrafts deemed uncollectable.

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government, including mortgage-backed securities, obligations of U.S.

government sponsored agencies, bank eligible obligations of states and political subdivisions in the U.S., and bank eligible corporate obligations, including private-label mortgage-backed securities.

government sponsored agencies, obligations of states and political subdivisions in the U.S., and corporate obligations, including private-label mortgage-backed securities.

Peoples Bank also invests in tax credit funds.

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The following is a brief description of the various sources of funds utilized by Peoples:

Peoples Bank obtains deposits principally from individuals and businesses within its primary market area by offering a broad selection of deposit products to clients.

Peoples Bank obtains deposits principally from individuals, municipalities, and businesses within its primary market area by offering a broad selection of deposit products to clients.

Deposit products for individuals have account terms that vary with respect to the minimum balance required, the time the funds must remain on deposit, and service charge schedules.

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Peoples Bank also offers its customers the ability to receive multi-million dollar federal deposit insurance coverage for certificates of deposit (“CDs”) through the Certificate of Deposit Account Registry Service (“CDARS”) program and money market deposit accounts through the Insured Cash Sweep (“ICS”) services network.

Under these programs, funds from large customer deposits are placed into accounts issued by other members of the CDARS program or ICS network in increments below

the federal deposit insurance limits to ensure both principal and interest remain eligible for insurance.

Under these programs, funds from large customer deposits are placed into accounts issued by other members of the CDARS program or ICS network in increments below the federal deposit insurance limits to ensure both principal and interest remain eligible for insurance.

Peoples Bank also purchases certain “one-way buy” CDARS deposits, and overnight ICS network deposits which are utilized as a wholesale funding source.

CDARS one-way buys are classified as brokered deposits in “Note 8 Deposits”.

ICS overnight deposits are classified as other short-term borrowings in “Note 9 Short-Term Borrowings.”

CDARS one-way buys are classified as brokered deposits in “Note 8 Deposits.” ICS overnight deposits are classified as other short-term borrowings in “Note 9 Short-Term Borrowings.”

Peoples Bank occasionally obtains deposits from clients outside its primary market area, generally in the form of CDs, and has the ability, if determined to be appropriate, to obtain deposits from deposit brokers.

These deposits are used to supplement Peoples Bank’s deposits to fund loans originated to customers located outside Peoples Bank’s primary market area, as well as provide diversity in funding sources as they do not require Peoples Bank to secure the funds with collateral, unlike most other borrowed funds.

These deposits are used to supplement Peoples Bank’s deposits to fund loans originated to customers located outside Peoples Bank’s primary market area, as well as

provide diversity in funding sources as they do not require Peoples Bank to secure the funds with collateral, unlike most other borrowed funds.

Additional information regarding the amounts and composition of Peoples Bank’s deposits can be found in the “Deposits” section of “ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” of this Form 10-K and in “Note 8 Deposits.”

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Peoples utilized the Bank Term Funding Program (“BTFP”) through November of 2024, which was created by the Federal Reserve Bank to support American businesses and households by making additional funding available to eligible depository institutions to help assure banks have the ability to meet the needs of all their depositors.

The BTFP offers loans of up to one year in length.

The BTFP offered loans of up to one year in length.

In addition, Peoples has the ability to obtain funds from unrelated financial institutions in the form of term loans or revolving lines of credit.

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Management believes Peoples has developed a level of expertise in serving the financial service needs of all communities.

Peoples’ primary market area has expanded into larger metropolitan and other areas, such as central, southwestern and northeastern Ohio along with Kentucky, eastern Virginia, southern Maryland, Minnesota, Vermont, West Virginia, and Washington, D.C.

Peoples also competes nationally when providing insurance premium financing and commercial equipment leases and equipment financing arrangements.

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At December 31, 2025, Peoples had 1,454 full-time equivalent employees, compared to 1,479 at December 31, 2024.

Peoples makes it a priority to provide a first class workplace for its employees, focusing on providing quality benefits, recognizing and rewarding performance, cultivating diversity, promoting a culture of learning and coaching in every direction.

Peoples makes it a priority to provide a first class workplace for its employees, focusing on providing quality benefits, recognizing and rewarding performance, cultivating diversity, and promoting a culture of learning and coaching in every direction.

Peoples offers paid time off, medical, dental and vision insurance, along with wellness programs, a 401(k) program, an employee stock purchase program, programs to assist with education-related costs, reward and recognition programs, as well as various other programs and benefits.

Peoples has also implemented a $15 minimum wage throughout the organization and all associates were at or above this threshold as of January 2023.

Peoples Bank has been recognized by Newsweek as one of America’s Best Workplaces in 2024 and one of America’s Best Regional Banks in 2024, and Peoples Bank has been recognized as a “Best Bank to Work For” by American Banker in each of 2021, 2022, 2023, and 2024.

Peoples has also implemented a $15 minimum wage throughout the organization, and all associates have been at or above this threshold since January 2023.

In 2025, Peoples Bank was recognized by Newsweek as one of America’s Best Workplaces for the second consecutive year, by Forbes as one of America’s “Best-In-State Banks” for 2025, and by American Banker as a “Best Bank to Work For” for the fifth consecutive year.

Peoples strives to be an inclusive and diverse workplace, free of harassment, and encourages employees to voice their opinions.

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Peoples Bank must also follow the regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”), which regulates consumer financial products and services and certain financial services providers.

Various requirements and restrictions under the laws of the U.S., and the states of Ohio, Kentucky, West Virginia, Virginia, Washington, D.C., Maryland, Minnesota,Vermont and Missouri affect the operations of Peoples Bank, including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans that may be made and the interest that may be charged thereon, restrictions relating to investments and other activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on transactions between Peoples Bank and Peoples, limitations on the payment of dividends, and limitations on branching.

charged thereon, restrictions relating to investments and other activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on transactions between Peoples Bank and Peoples, limitations on the payment of dividends, and limitations on branching.

Consumer laws and regulations that are designed to prevent unfair, deceptive and abusive acts and practices and that ensure that consumers have access to fair, transparent and competitive markets for consumer financial products and services also affect the services provided by Peoples Bank.

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Peoples’ common shares are listed with Nasdaq under the symbol “PEBO” and Peoples is subject to the rules for Nasdaq listed companies.

Federal Home Loan Bank (“FHLB”)

Peoples Bank is a member of the FHLB, which provides credit to its members in the form of advances.

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The standards take into account a member’s performance under the Community Reinvestment Act of 1977, as amended (the “CRA”), and the member’s record of lending to first-time homebuyers.

Federal Deposit Insurance Corporation (“FDIC”)

The FDIC is an independent federal agency which insures the deposits, up to prescribed statutory limits, of federally-insured banks and savings associations, and safeguards the safety and soundness of the financial institution industry.

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An increase in the assessment rate could have a material adverse effect on the earnings of the affected insured depository institution, depending on the amount of the increase.

The FDIC assesses a quarterly deposit insurance premium on each insured depository institution based on perceived risk characteristics of the insured institution to the DIF, with institutions deemed less risky paying lower rates.

Currently, assessments for institutions of less than $10 billion of total assets are based on financial measures and supervisory ratings derived from statistical models estimating the probability of failure within three years.

The FDIC may increase or decrease the range of

assessments uniformly, except that no adjustments can deviate more than two basis points from the base assessment without notice and comment rule making.

The FDIC may also impose special assessments in emergency situations.

The FDIC has established 2.0% as the designated reserve ratio (“DRR”), which is the amount in the DIF as a percentage of all DIF insured deposits.

In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”).

The Dodd-Frank Act required the FDIC to offset the effect on insured institutions with assets of less than $10 billion of the increase in statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%.

Although the FDIC’s rules reduced assessment ratio on all banks, they imposed a surcharge on banks with assets of $10 billion or more to be paid until the DRR reached 1.35%.

At September 30, 2018, the DRR met the statutory minimum of 1.35%.

As a result, the previous surcharge imposed on banks with assets of $10 billion or more was lifted.

In addition, preliminary assessment credits were determined by the FDIC for banks with assets of less than $10 billion, which had previously contributed to the increase of the DRR to 1.35%.

On June 30, 2019, the DRR reached 1.40%, and the FDIC applied credits for banks with assets of less than $10 billion.

On June 30, 2020, the DRR fell below the statutory minimum to 1.30%.

This resulted in the FDIC adopting a restoration plan designed to restore the DRR to 1.35% within eight years, by September 30, 2028.

As part of this restoration plan, all scheduled assessment rates for all insured institutions were maintained.

The FDIC may increase or decrease the range of assessments uniformly, except that no adjustments can deviate more than two basis points from the base assessment without notice and comment rule making.

In the semiannual update for the Restoration Plan in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35% by September 30, 2028, the statutory deadline to restore the reserve ratio.

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The revised assessment rate schedules are intended to increase the likelihood that the reserve ratio of the DIF reaches the statutory minimum level of 1.35% percent by September 30, 2028.

Since the previous semiannual update, the DIF reserve ratio increased by 6 basis points—from 1.15 percent as of December 31, 2023, to 1.21 percent as of June 30, 2024, due to growth in the DIF balance and slower-than-average insured deposit growth.

Since the previous semiannual update, the DIF reserve ratio increased by 6 basis points—from

1.15% as of December 31, 2023, to 1.21% as of June 30, 2024, due to growth in the DIF balance and slower-than-average insured deposit growth.

The FDIC staff projects that the reserve ratio remains on track to reach the statutory minimum of 1.35% ahead of the deadline of September 30, 2028.

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The FDIC will collect the special assessment at an annual rate of approximately 13.4 basis points, over eight quarterly assessment periods, beginning with the first quarter of 2024.

Because Peoples Bank’s uninsured deposits were less than $5 billion for the quarter ended December 31, 2022, Peoples Bank will not be subject to this special assessment.

Because Peoples Bank’s uninsured deposits were less than $5 billion for the quarter ended December 31, 2022, Peoples Bank is not be subject to this special assessment.

Bank Holding Company Regulation

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The CRA is more fully discussed in the section captioned “Community Reinvestment Act” included later in this Item.

In addition, financial holding companies, such as Peoples, are permitted to acquire companies engaged in activities that are financial in nature and in activities that are incidental and complementary to financial activities without prior Federal Reserve Board approval.

The BHC Act and other federal and state statutes regulate acquisitions of commercial banks.

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Under the federal Bank Merger Act, as amended, the prior approval of the Federal Reserve Board is required for a state-chartered, Federal Reserve Bank member bank to merge with another bank or purchase the assets or assume the deposits of another bank.

In reviewing an application seeking approval of a merger or acquisition transaction, the bank

regulatory authorities consider, among other factors, the competitive effect and public benefits of the transaction, the capital position of the combined organization, the applicant’s performance record under the CRA and fair housing laws, and the effectiveness of the subject organizations in combating money laundering activities.

In reviewing an application seeking approval of a merger or acquisition transaction, the bank regulatory authorities consider, among other factors, the competitive effect and public benefits of the transaction, the capital position of the combined organization, the applicant’s performance record under the CRA and fair housing laws, and the effectiveness of the subject organizations in combating money laundering activities.

A financial holding company is required by law and Federal Reserve Board policy to act as a source of financial strength to each subsidiary bank and to commit resources to support each subsidiary bank.

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Under Regulation W, an affiliate of a bank is generally any company that controls the bank, any company under common control with the bank, and any financial subsidiary of the bank.

The term “covered transaction” includes the making of loans to the affiliate, the purchase of assets from the affiliate, the issuance of a guarantee on behalf of the affiliate, the purchase of securities issued by the affiliate and other similar types of transactions.

The term “covered transaction” includes the making of loans to

the affiliate, the purchase of assets from the affiliate, the issuance of a guarantee on behalf of the affiliate, the purchase of securities issued by the affiliate and other similar types of transactions.

A bank’s authority to extend credit to executive officers, directors and greater than 10.0% shareholders, as well as entities such persons control, is subject to Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O promulgated under the Federal Reserve Act by the Federal Reserve Board.

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In addition, the amount of loans a bank may make to these persons is based, in part, on the bank’s capital position, and specified approval procedures must be followed in making loans which exceed specified amounts.

The Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and Initiatives Related to COVID-19

In response to the novel COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020, to provide national emergency economic relief measures.

Section 1102 of the CARES Act amended the loan program of the SBA, in which Peoples Bank participated, to create a guaranteed, unsecured loan program, the Paycheck Protection Program (“PPP”), to fund operational costs of eligible businesses, organizations and self-employed persons during COVID-19.

These loans were eligible to be forgiven if certain conditions are satisfied and are fully guaranteed by the SBA.

In June 2020, the Paycheck Protection Program Flexibility Act was enacted, which, among other things, gave borrowers additional time and flexibility to use PPP loan proceeds.

After previously being extended by Congress, the application deadline for PPP loans expired on May 31, 2021.

No collateral or personal guarantees were required for PPP loans.

In addition, neither the government nor lenders were permitted to charge the recipients of PPP loans any fees.

On December 27, 2020, the President signed into law the Consolidated Appropriates Act, 2021, which included the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “HHSB Act”).

Among other things, the HHSB Act renewed the PPP, allocating $284.5 billion for both new first-time PPP loans under the existing PPP and the expansion of existing PPP loans for certain qualified, existing PPP borrowers.

The PPP program ended May 31, 2021 and no new loans can be originated under that program.

Capital Adequacy and Prompt Corrective Action

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The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends and share repurchases, and certain discretionary bonus payments to executive officers if the banking organization does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

In October 2021, effective in November 2021, the FDIC issued a final rule to incorporate the Community Bank Leverage Ratio rule into the Real Estate Lending Standards.

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This additional phase-in period includes a 25% deferment of the impact on regulatory capital of the estimated increase in the allowance for credit losses related to the CECL model, which is applied during the first two years of application.

For the first two years of the phase-in period, 100% of the transition adjustment due to the implementation of the CECL model is excluded for regulatory capital purposes, along with 25% of the increase in the allowance for credit losses compared to the January 1, 2020 allowance for credit

In year three of the phase-in, 75% of the transition adjustment, and the cumulative 25% increase in the allowance for credit losses compared to January 1, 2020, are excluded from regulatory capital, while 50% and 25% of these amounts are excluded in years four and five, respectively, under this phase-in period.

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Peoples Bank received an overall rating of “Satisfactory” pursuant to its most recent CRA rating assigned by the Federal Reserve Board.

On October 24, 2023, the federal banking agencies, including the Federal Reserve Board, issued a final rule designed to strengthen and modernize the regulations implementing the CRA.

The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations, and tailor CRA evaluations and data collection to bank size and type.

The applicability date for the majority of the changes to the CRA regulations is January 1, 2026.

Peoples cannot predict the impact the changes to the CRA will have on its operations at this time.

Dividend Restrictions

Current banking regulations impose restrictions on Peoples Bank’s ability to pay dividends to Peoples.

These restrictions include a limit on the amount of dividends that may be paid in a given year without prior approval of the Federal Reserve Board and a prohibition on paying dividends that would cause Peoples Bank’s total capital to be less than the required minimum levels under the capital requirements imposed by the Federal Reserve Board and the amount of the capital conservation buffer.

under the capital requirements imposed by the Federal Reserve Board and the amount of the capital conservation buffer.

Ohio law also limits the amount of dividends that may be paid in any given year without prior approval of the Ohio Superintendent of Financial Institutions.

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and (iv) establish related definitions, reporting, and recordkeeping requirements.

The effective date for compliance with the Final Small Dollar Rule is March 30, 2025.

The effective date for compliance with the Final Small Dollar Rule was March 30, 2025.

The federal bank regulatory agencies also issued interagency guidance on May 20, 2020, to encourage banks, savings associations, and credit unions to offer responsible small-dollar loans to customers for consumer and small business purposes.

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Peoples is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to

approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

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The Dodd-Frank Act requires that the federal banking agencies, including the Federal Reserve Board, issue a rule related to incentive-based compensation.

No final rule implementing this provision of the Dodd-Frank Act has, as of the date of the filing of this Form 10-K, been adopted, but a proposed rule was published in 2016, and again in 2024, that expanded upon a prior proposed rule published in 2011.

The proposed rule is intended to:

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SEC regulations require public companies such as Peoples to provide various disclosures about executive compensation in annual reports and proxy statements, and to present to their shareholders a non-binding vote on the approval of executive compensation.

Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies are now required to adopt and implement “clawback” policies for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with

financial reporting requirements.

This clawback policy is intended to apply to compensation paid within the three completed fiscal years immediately preceding the date the issuer is required to prepare a restatement and would cover all executives (including former executives) who received incentive awards.

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In November 2021, the federal bank regulatory agencies issued a final rule, that became effective in May 2022, requiring banking organizations that experience a computer-security incident to notify certain entities.

A computer-security incident occurs when actual or potential harm to the confidentiality, integrity or availability of information or the information system occurs, or there is a violation or imminent threat of a violation to banking security policies and procedures.

A computer-security incident occurs when actual or potential harm to the confidentiality, integrity or availability of information or there is a violation or imminent threat of a violation to banking security policies and procedures.

The affected bank must notify its respective federal regulator of the computer-security incident as soon as possible and no later than 36 hours after the bank determines a computer-security incident that rises to the level of a notification incident has occurred.

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Peoples employs an in-depth, layered, defensive approach that leverages people, processes, and encryption and multi-factor authentication technology to manage and maintain cybersecurity controls.

Peoples employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats.

Peoples employs a

variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats.

Notwithstanding the strength of Peoples’ defensive measures, the threat from cybersecurity attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures.

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For example, as a result of the COVID-19 pandemic, the U.S.

Congress enacted the CARES Act and other legislation during 2020 that provided significant funding for PPP loans for businesses and fiscal stimulus funding for individuals, as well as updates related to reporting for troubled debt restructurings and other various changes.

Congress enacted the CARES Act and other legislation during 2020 that provided significant funding for loans for businesses and fiscal stimulus funding for individuals, as well as updates related to reporting for troubled debt restructurings and other various changes.

Additionally, there were sweeping reforms in the Dodd-Frank Act adopted in 2010, and the rollback of the Dodd-Frank Act that began in 2018.

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The enactment of the Dodd-Frank Act, the subsequent rollback and the continuing implementation of final rules and regulations thereunder, makes the nature and extent of future legislative and regulatory changes affecting financial institutions unpredictable.

Fair Access to Financial Services

In recent years, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.

In August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views.

The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.

Website Access to Peoples’ SEC Filings

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business