PEBO · Peoples Bancorp Inc.

Peoples Bancorp Inc., an Ohio-based financial holding company, has signed a definitive merger agreement with Citizens National Corporation, a Kentucky financial holding company, to expand its footprint through a strategic combination. The transaction structures Citizens merging into Peoples, followed immediately by Citizens Bank merging into Peoples Bank, creating operational efficiencies under Peoples' Ohio-chartered banking subsidiary. Valuation terms provide Citizens shareholders with a fixed mix of 2.10 shares of Peoples common stock plus $8.00 in cash per share, excluding treasury and dissenting shares, positioning it as a tax-advantaged reorganization under IRC Section 368(a). Both boards unanimously approved the deal, with Citizens directors committing via voting agreements to support shareholder approval. Key risks to closing include Citizens shareholder vote, regulatory nods from the Federal Reserve and Ohio Division of Financial Institutions, SEC Form S-4 registration, and absence of material adverse changes. Termination provisions protect Peoples with a $3 million fee from Citizens for superior proposals or recommendation changes, while Peoples faces share price collars with adjustment options. The outside date of March 31, 2027, provides a defined timeline, underscoring the transaction's materiality for Peoples investors through potential accretion, diversification into Kentucky markets, and integration of Citizens' operations.