UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2025 (October 21, 2025 )


			PEOPLES BANCORP INC.
			(Exact name of Registrant as specified in its charter)

Ohio

000-16772

31-0987416

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification Number)

138 Putnam Street, PO Box 738

Marietta,

Ohio

45750-0738

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(740)

373-3155


			Not applicable
			(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, without par value	PEBO	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1Item 2.02 Results of Operations and Financial Condition

~~Item~~On 2October 21, 2025, management of Peoples Bancorp Inc.~~02 Results~~ (“Peoples”) conducted a facilitated conference call at approximately 11:00 a.m., Eastern Standard Time, to discuss results of ~~Operation~~operations ~~and~~for ~~Financial~~the ~~Condition~~quarter ended September 30, 2025. A replay of the conference call audio will be available on Peoples’ website, www.peoplesbancorp.com, in the “Investor Relations” section for one year. A copy of the transcript of the conference call is included as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~October 21,~~information ~~2025~~contained ~~Peoples~~in ~~Bancorp~~this ~~Inc~~Item 2.02 ~~("Peoples")~~and ~~issued~~Exhibit a99.1 ~~news~~included ~~release~~with ~~regarding~~this ~~its~~Current ~~financial~~Report ~~results~~on Form 8-K, is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the ~~third~~Securities ~~quarter~~Exchange Act of ~~2025. A~~1934, ~~copy~~as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the ~~news~~Securities ~~release~~Act isof ~~attached~~1933, as ~~Exhibit~~amended, ~~99.1~~or tothe ~~this~~Exchange ~~Current~~Act, ~~Report~~except onas ~~Form~~otherwise ~~8-K~~stated in such filing.

~~Peoples~~During ~~also~~the ~~provided~~conference ~~electronic~~call, ~~presentation~~management ~~slides~~referred ~~that~~to ~~will~~non-Generally beAccepted Accounting Principles ("US GAAP") financial measures that are used by management to provide information useful to investors in ~~connection~~understanding ~~with~~Peoples' ~~its~~operating ~~conference~~performance ~~call~~and trends, and to ~~discuss~~facilitate ~~earnings.~~comparisons Awith ~~copy~~the performance of Peoples' peers. The following tables show the ~~electronic~~differences ~~slides~~between isthe ~~attached~~non-US asGAAP ~~Exhibit~~financial ~~99.2~~measures referred to ~~this~~during ~~Current~~the ~~Report~~conference oncall ~~Form~~and 8the most directly comparable US GAAP-Kbased financial measures.

Conference Call to Discuss Earnings:


	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
(Dollars in thousands)	2025			2025			2024				2025			2024

Efficiency ratio:
Total non-interest expense	$	69,894		$	70,362		$	66,090			$	211,043		$	203,313
Less: amortization of other intangible assets	2,211			2,211			2,786				6,635			8,361
Adjusted total non-interest expense	67,683			68,151			63,304				204,408			194,952

Total non-interest income	23,827			26,880			24,794				77,806			74,277

Less: net loss on investment securities	(2,580)			—			(74)				(2,582)			(428)
Less: net loss on asset disposals and other transactions	(478)			(280)			(795)				(1,119)			(1,564)
Total non-interest income, excluding net gains and losses	26,885			27,160			25,663				81,507			76,269

Net interest income	91,349			87,577			88,912				264,181			262,165
Add: fully tax-equivalent adjustment (a)	279			280			318				842			1,022
Net interest income on a fully tax-equivalent basis	91,628			87,857			89,230				265,023			263,187

Adjusted revenue	$	118,513		$	115,017		$	114,893			$	346,530		$	339,456

Efficiency ratio	57.11		%	59.25		%	55.10		%		58.99		%	57.43		%

~~Peoples will conduct~~ (a) ~~facilitated~~Tax ~~conference~~effect ~~call~~is tocalculated ~~discuss~~using ~~third quarter of 2025 results of operations today at 11:00~~ a~~.m.,~~ ~~Eastern~~21% ~~Daylight~~statutory ~~Time,~~federal ~~with~~corporate ~~members~~income oftax ~~Peoples' executive management participating~~rate. Analysts, media and individual investors are invited to participate in the conference call by calling (866) 890-9285. A simultaneous webcast of the conference call audio and earnings call presentation will be available online via the “Investor Relations” section of Peoples' website, www.peoplesbancorp.com. Participants are encouraged to call or sign in at least 15 minutes prior to the scheduled conference call time to ensure participation and, if required, to download and install the necessary software. A replay of the call will be available on Peoples' website in the “Investor Relations” section for one year.

Item 8.01 Other Events


	At or For the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
(Dollars in thousands, except per share data)	2025			2025			2024			2024			2024

Tangible equity:
Total stockholders' equity	$	1,182,776		$	1,153,350		$	1,137,821		$	1,111,590		$	1,124,972
Less: goodwill and other intangible assets	395,535			397,785			400,099			402,422			403,922
Tangible equity	$	787,241		$	755,565		$	737,722		$	709,168		$	721,050






Tangible assets:
Total assets	$	9,623,944		$	9,540,608		$	9,246,000		$	9,254,247		$	9,140,471
Less: goodwill and other intangible assets	395,535			397,785			400,099			402,422			403,922
Tangible assets	$	9,228,409		$	9,142,823		$	8,845,901		$	8,851,825		$	8,736,549

Tangible book value per common share:
Tangible equity	$	787,241		$	755,565		$	737,722		$	709,168		$	721,050
Common shares outstanding	35,705,369			35,673,721			35,669,100			35,563,590			35,538,607

Tangible book value per common share	$	22.05		$	21.18		$	20.68		$	19.94		$	20.29

Tangible equity to tangible assets ratio:
Tangible equity	$	787,241		$	755,565		$	737,722		$	709,168		$	721,050
Tangible assets	$	9,228,409		$	9,142,823		$	8,845,901		$	8,851,825		$	8,736,549

Tangible equity to tangible assets	8.53		%	8.26		%	8.34		%	8.01		%	8.25		%

On October 21, 2025, Peoples issued a news release announcing that the Board of Directors declared a quarterly dividend of $0.41 per common share on October 20, 2025. A copy of the news release is included as Exhibit 99.3 to this Current Report on Form 8-K.


	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,
(Dollars in thousands)	2025		2025		2024			2025		2024

Pre-provision net revenue:
Income before income taxes	$	38,002	$	27,453	$	40,881		$	96,832	$	114,609
Add: provision for credit losses	7,280		16,642		6,735			34,112		15,174


Add: net loss on investment securities	2,580		—		74			2,582		428
Add: net loss on other assets	424		267		764			1,021		1,470
Add: net loss on other transactions	54		23		28			128		92


Less: gain on OREO	—		10		—			30		—



Pre-provision net revenue	$	48,340	$	44,375	$	48,484		$	134,645	$	135,121


	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
(Dollars in thousands)	2025			2025			2024				2025			2024

Annualized net income adjusted for non-core items:
Net income	$	29,476		$	21,212		$	31,684			$	75,024		$	90,275

Add: net loss on investment securities	2,580			—			74				2,582			428
Less: tax effect of net loss on investment securities (a)	542			—			16				542			90


Add: net loss on asset disposals and other transactions	478			280			795				1,119			1,564
Less: tax effect of net loss on asset disposals and other transactions (a)	100			59			167				235			328



Add: acquisition-related expenses	—			—			(662)				—			(746)
Less: tax effect of acquisition-related expenses (a)	—			—			(139)				—			(157)

















Net income adjusted for non-core items	$	31,892		$	21,433		$	31,847			$	77,948		$	91,260

Days in the period	92			91			92				273			274
Days in the year	365			365			366				365			366
Annualized net income	$	116,943		$	85,081		$	126,047			$	100,307		$	120,586
Annualized net income adjusted for non-core items	$	126,528		$	85,968		$	126,696			$	104,216		$	121,902
Return on average assets:
Annualized net income	$	116,943		$	85,081		$	126,047			$	100,307		$	120,586
Total average assets	$	9,574,270		$	9,293,287		$	9,142,737			$	9,355,628		$	9,115,049
Return on average assets	1.22		%	0.92		%	1.38		%		1.07		%	1.32		%
Return on average assets adjusted for non-core items:
Annualized net income adjusted for non-core items	$	126,528		$	85,968		$	126,696			$	104,216		$	121,902
Total average assets	$	9,574,270		$	9,293,287		$	9,142,737			$	9,355,628		$	9,115,049
Return on average assets adjusted for non-core items	1.32		%	0.93		%	1.39		%		1.11		%	1.34		%

(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.


	For the Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
(Dollars in thousands)	2025			2025			2024				2025			2024

Annualized net income excluding amortization of other intangible assets:
Net income	$	29,476		$	21,212		$	31,684			$	75,024		$	90,275
Add: amortization of other intangible assets	2,211			2,211			2,786				6,635			8,361
Less: tax effect of amortization of other intangible assets (a)	464			464			585				1,393			1,756
Net income excluding amortization of other intangible assets	$	31,223		$	22,959		$	33,885			$	80,266		$	96,880

Days in the period	92			91			92				273			274
Days in the year	365			365			366				365			366
Annualized net income	$	116,943		$	85,081		$	126,047			$	100,307		$	120,586
Annualized net income excluding amortization of other intangible assets	$	123,874		$	92,088		$	134,803			$	107,315		$	129,409

Average tangible equity:
Total average stockholders' equity	$	1,162,768		$	1,147,253		$	1,099,756			$	1,144,440		$	1,071,434
Less: average goodwill and other intangible assets	396,636			398,940			405,022				398,956			384,172
Average tangible equity	$	766,132		$	748,313		$	694,734			$	745,484		$	663,576

Return on average stockholders' equity ratio:
Annualized net income	$	116,943		$	85,081		$	126,047			$	100,307		$	120,586
Average stockholders' equity	$	1,162,768		$	1,147,253		$	1,099,756			$	1,144,440		$	1,071,434

Return on average stockholders' equity	10.06		%	7.42		%	11.46		%		8.76		%	11.25		%

Return on average tangible equity ratio:
Annualized net income excluding amortization of other intangible assets	$	123,874		$	92,088		$	134,803			$	107,315		$	129,409
Average tangible equity	$	766,132		$	748,313		$	694,734			$	745,484		$	663,576

Return on average tangible equity	16.17		%	12.31		%	19.40		%		14.40		%	19.50		%

(a) Tax effect is calculated using a 21% statutory federal corporate income tax rate.

Item 9.01 Financial Statements and Exhibits

a) ~~Financial~~- ~~statements of businesses acquired~~c)

NoNot ~~response~~applicable ~~required.~~

bd) ~~Pro forma financial information~~Exhibits

NoSee ~~response~~Index ~~required~~to Exhibits below.

c)INDEX ~~Exhibits~~TO EXHIBITS

See Index to Exhibits on Page 3.


Exhibit Number						Description
99.1						Transcript of conference call conducted by management of Peoples Bancorp Inc. on October 21, 2025 to discuss results of operations for the quarter ended September 30, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PEOPLES BANCORP INC.

Date:

October 27, 2025

By:/s/

KATHRYN BAILEY

Kathryn Bailey

Executive Vice President,
Chief Financial Officer and Treasurer

PEOPLES BANCORP INC.

Date:

October 21, 2025

By:/s/

KATIE BAILEY

Katie Bailey

Executive Vice President,Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number						Description
99.1						News Release issued by Peoples Bancorp Inc. on October 21, 2025
99.2						News Release issued by Peoples Bancorp Inc. on October 21, 2025
99.3						News Release issued by Peoples Bancorp Inc. on October 21, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Filing Compare · PEOPLES BANCORP INC