PEOPLES BANCORP INC 8-K

What Happened Peoples Bancorp Inc. (Peoples) and Citizens National Corporation (Citizens) entered into an Agreement and Plan of Merger dated April 20, 2026, announced in an 8‑K filed April 24, 2026. The boards of both companies unanimously approved the transaction: Citizens will merge into Peoples (Peoples will survive) and Citizens’ bank subsidiary, Citizens Bank of Kentucky, will merge into Peoples’ bank subsidiary, Peoples Bank, at the Effective Time. Each outstanding Citizens common share (excluding treasury and dissenting shares) will be converted into 2.10 Peoples common shares plus $8.00 in cash.

Key Details

• Exchange consideration: 2.10 Peoples common shares plus $8.00 cash per Citizens common share.
• Agreement date/filed: Merger Agreement dated April 20, 2026; 8‑K filed April 24, 2026; Merger Agreement included as Exhibit 2.1.
• Approvals/conditions: Requires Citizens shareholder approval, regulatory approvals (including Federal Reserve and Ohio Division of Financial Institutions), effectiveness of Peoples’ Form S‑4 registration statement (proxy/prospectus), and other customary closing conditions.
• Termination/fees/deadline: Citizens may owe a $3,000,000 termination fee to Peoples under specified circumstances; the Merger must close by March 31, 2027 unless extended.
• Governance: Citizens’ directors entered voting agreements to vote their shares in favor of the Merger.

Why It Matters This is a material acquisition that will combine two regional banking organizations and will dilute/increase Peoples’ share count because Peoples will issue stock as part of the consideration. Completion depends on shareholder and regulatory approvals and other customary conditions, so the deal is not guaranteed. Investors should monitor filings (the forthcoming Form S‑4/proxy statement) for full transaction details, expected benefits, timing, issuance impact, and risks noted by the companies.