S-4

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S-4 1 d113523ds4.htm S-4 S-4

As filed with the Securities and Exchange Commission on May 29, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LOGO

PEOPLES BANCORP INC.

(Exact name of registrant as specified in its charter)

Ohio

6021

31-0987416

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

138 Putnam Street, Marietta, Ohio 45750

(740) 373-3155

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

M. Ryan Kirkham, Esq.

Executive Vice President/General Counsel

Peoples Bancorp Inc.

138 Putnam Street, Marietta, Ohio 45750

(740) 376-7574

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Anthony D. Weis		James A. Giesel Nicole R. Karr
Vorys, Sater, Seymour and Pease LLP		FBT Gibbons LLP
52 East Gay Street		400 West Market Street, Suite 3200
Columbus, OH 43215		Louisville, Kentucky 40202
Phone: (614) 464-5465		Phone: (502) 568-0307

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an “x” in the box to designate the appropriate rule provision relied upon in conducting this transaction:


☐		Exchange Act Rule 13e-4(i) (Cross-Border Tender Offer)

☐		Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROXY STATEMENT/PROSPECTUS DATED MAY 29, 2026

SUBJECT TO COMPLETION

Prospectus of

Peoples Bancorp Inc.

Proxy Statement of

Citizens National Corporation

To the Shareholders of Citizens National Corporation

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

Peoples Bancorp Inc. (“Peoples”) and Citizens National Corporation (“Citizens”) have entered into an Agreement and Plan of Merger dated as of April 20, 2026 (the “Merger Agreement”), which provides for the merger of Citizens with and into Peoples, with Peoples being the surviving entity (the “Merger”). Consummation of the Merger is subject to certain conditions, including, without limitation, obtaining the requisite vote of the shareholders of Citizens and the approval of the Merger by certain regulatory agencies.

Under the terms of the Merger Agreement, if the Merger is completed, shareholders of Citizens will be entitled to receive from Peoples a combination of cash and Peoples common shares as consideration in the Merger. Specifically, each common share, no par value, of Citizens issued and outstanding immediately prior to the effective time of the Merger (excluding any Citizens treasury shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into the right to receive 2.10 (the “Exchange Ratio”) Peoples common shares and cash in the amount of $8.00 (collectively, the “Merger Consideration”).

Peoples common shares are traded on the Nasdaq Global Select Market^® under the symbol “PEBO.” On April 20, 2026 (the last trading day before the public announcement of the Merger), the closing price of Peoples common shares was $34.74 per share. On [●], 2026, the closing price of Peoples common shares was $[●] per share. Because the number of Peoples common shares to be received for each Citizens common share in the Merger is fixed (except for customary anti-dilution adjustments and the potential that the Exchange Ratio may be increased under limited circumstances), when you receive Peoples common shares as a portion of the Merger Consideration for your Citizens common shares, the implied value of the common share consideration that you will receive will depend on the market price of the Peoples common shares at the time you receive your Peoples common shares. The value of the Peoples common shares at the time of completion of the Merger could be greater than, less than or the same as the value of Peoples common shares on the date of this proxy statement/prospectus. Accordingly, we urge you to obtain current market quotations of Peoples common shares.

Peoples will not issue any fractional Peoples common shares in connection with the Merger. Instead, each holder of Citizens common shares who would otherwise be entitled to receive a fraction of a Peoples common share (after taking into account all Citizens common shares owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the fractional Peoples common share to which such holder would otherwise be entitled multiplied by the average closing sale price of Peoples common shares on the Nasdaq Global Select Market^® as reported in The Wall Street Journal for the ten (10) consecutive full trading days ending with the trading day immediately preceding the effective date of the Merger.

Citizens will hold a special meeting of its shareholders to vote on the approval of the Merger Agreement. The special meeting of shareholders will be held at [●] .m., Eastern Daylight Time, on [●], 2026, at the main office of Citizens Bank of Kentucky, Inc. located at 620 Broadway, Paintsville, Kentucky 41240. At the special meeting, shareholders of Citizens will be asked to approve the Merger Agreement. Citizens’ shareholders will also be asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in favor of approval of the Merger Agreement.

This document is a proxy statement that Citizens is using to solicit proxies for use at its special meeting of shareholders to vote on the approval of the Merger Agreement. It is also a prospectus relating to Peoples’ offer and sale of its common shares in connection with the Merger. This proxy statement/prospectus describes the Citizens special meeting, the Merger proposal, and other related matters.

The board of directors of Citizens unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and Citizens’ board of directors recommends that Citizens shareholders vote “FOR” the approval of the Merger Agreement and “FOR” the approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Merger Agreement.

You are encouraged to read this document, including the materials incorporated by reference into this document, carefully. In particular, you should read the “RISK FACTORS” section beginning on page 19 for a discussion of the risks related to the Merger and owning Peoples common shares after the Merger.

Whether or not you plan to attend the Citizens special meeting, the Citizens board of directors urges you to vote by completing, signing and returning the enclosed proxy card in the enclosed postage-paid envelope.

Not voting by proxy or at the special meeting will have the same effect as voting against the approval of the Merger Agreement. The Citizens board urges you to read carefully this proxy statement/prospectus, which contains a detailed description of the Citizens special meeting, the Merger proposal, Peoples common shares to be issued in the Merger and other related matters.


Sincerely,		Sincerely,

Tyler Wilcox		Leisha Maynard
President and Chief Executive Officer		President and Chief Executive Officer
Peoples Bancorp Inc.		Citizens National Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of Peoples common shares to be issued in the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the Merger described in this proxy statement/prospectus are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

This proxy statement/prospectus is dated [●], 2026, and it is first being mailed to Citizens shareholders on or about [●], 2026.

LOGO

Notice of Special Meeting of Shareholders

To be held at [●] .m., Eastern Daylight Time, on [●], 2026

To the Shareholders of Citizens National Corporation:

Notice is hereby given that a special meeting of the shareholders of Citizens National Corporation (“Citizens”) will be held at [●] .m., Eastern Daylight Time, on [●], 2026, at the main office of Citizens Bank of Kentucky, Inc. located at 620 Broadway, Paintsville, Kentucky 41240, for the purpose of considering and voting on the following matters:

A proposal to approve the Agreement and Plan of Merger dated as of April 20, 2026, by and between Peoples Bancorp Inc. (“Peoples”) and Citizens; and

A proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Agreement and Plan of Merger.

Holders of record of Citizens common shares at the close of business on [●], 2026, the record date, are entitled to notice of and to vote on each of these proposals at the special meeting and any adjournment or postponement of the special meeting. The approval of the Agreement and Plan of Merger requires the affirmative vote of the holders of at least a majority of the Citizens common shares outstanding and entitled to vote on the proposal to approve the Agreement and Plan of Merger.

A proxy statement/prospectus and proxy card for the special meeting are enclosed. A copy of the Agreement and Plan of Merger is attached as Annex A to the proxy statement/prospectus.

Shareholders of Citizens have dissenters’ rights with respect to the merger under the Kentucky Business Corporation Act. Shareholders who assert their dissenters’ rights and comply with the procedural requirements of Subtitle 13 of the Kentucky Business Corporation Act will be entitled to receive payment of the fair value of their shares in cash in accordance with Kentucky law. A copy of Subtitle 13 of the Kentucky Business Corporation Act is attached as Annex B to the proxy statement/prospectus.

Your vote is very important, regardless of the number of Citizens common shares you own. Please vote as soon as possible to make sure that your common shares are represented at the special meeting. If you are a holder of record, you may cast your vote in person at the special meeting or, to ensure that your Citizens common shares are represented at the special meeting, you may vote your common shares by completing, signing and returning the enclosed proxy card.

The Citizens board of directors unanimously recommends that you vote (1) “FOR” the approval of the Agreement and Plan of Merger and (2) “FOR” the proposal to adjourn the special meeting, if necessary, to solicit additional proxies.


[●], 2026		By Order of the Board of Directors,

		Leisha Maynard President and Chief Executive Officer
		Citizens National Corporation

WHERE YOU CAN FIND MORE INFORMATION

Peoples Bancorp Inc. (“Peoples”) is a publicly traded company that files annual, quarterly and other reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”). Our public filings are available to the public from the SEC’s website at www.sec.gov. You may request a copy of our filings with the SEC (excluding exhibits) at no cost by contacting Peoples at the address and/or telephone number below. Certain information filed by Peoples with the SEC is also available, without charge, through Peoples’ website at www.peoplesbancorp.com under the “Investor Relations” section.

Peoples has filed with the SEC a registration statement on Form S-4 to register its common shares to be issued to Citizens shareholders in connection with the Merger. This document is a part of that registration statement. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and request a copy of the registration statement, including any amendments, schedules and exhibits, at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This proxy statement/prospectus incorporates by reference important business and financial information about Peoples from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” beginning on page 81. These documents are available, without charge, to you upon written or oral request at Peoples’ address and telephone number listed below:

Peoples Bancorp Inc.

138 Putnam Street

P.O. Box 738

Marietta, Ohio 45750

Attention: Investor Relations

(740) 373-3155

To obtain timely delivery of these documents, you must request the information no later than [●], 2026 in order to receive them before the Citizens special meeting.

Peoples common shares are traded on the Nasdaq Global Select Market^® under the symbol “PEBO.” Citizens’ common shares are traded on the OTC Market Group’s OTCID Market under the symbol “CZNL.”

Neither Peoples nor Citizens has authorized anyone to provide you with any information other than the information included in this document and documents which are incorporated by reference. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this document and the documents incorporated by reference are accurate only as of their respective dates. Each of Peoples’ and Citizens’ business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		17
RISK FACTORS		19
MARKET PRICE AND DIVIDEND INFORMATION		26
THE SPECIAL MEETING OF SHAREHOLDERS OF CITIZENS		27
PROPOSALS SUBMITTED TO CITIZENS SHAREHOLDERS		30
DISSENTERS’ RIGHTS		31
Rights of Dissenting Citizens Shareholders		31
THE MERGER		34
The Proposed Merger		34
Background of the Merger		34
Citizens’ Reasons for the Merger		40
Conclusion and Recommendation of the Citizens Board of Directors		43
Opinion of Citizens’ Financial Advisor		43
Peoples’ Reasons for the Merger		54
Regulatory Approvals Required		55
Interests of Citizens Directors and Officers in the Merger		56
Material U.S. Federal Income Tax Consequences of the Merger		57
Accounting Treatment		61
Resale of Peoples Common Shares		62
Employee Matters		62
THE MERGER AGREEMENT		64
The Merger and Subsidiary Bank Merger		64
Effective Time		64
Merger Consideration		64
Surrender of Certificates		65
Indemnification and Directors’ and Officers’ Insurance		66
Nasdaq Stock Listing		66
Conditions to Consummation of the Merger		66
Representations and Warranties		68
Citizens’ Conduct of Business Pending the Merger		70
Peoples’ Conduct of Business Pending the Merger		72
Fees and Expenses		73
Termination of the Merger Agreement		73
Acquisition Proposals and Termination Fee		74
Voting Agreements		75
Amendment		75
COMPARISON OF CERTAIN RIGHTS OF CITIZENS AND PEOPLES SHAREHOLDERS		76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CITIZENS		79
EXPERTS		81
LEGAL MATTERS		81
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		81

ANNEXES
ANNEX A Agreement and Plan of Merger		A-1
ANNEX B Dissenters’ Rights Under Chapter 271B Subtitle 13 of the Kentucky Business Corporation Act		B-1
ANNEX C Opinion of Hovde Group, LLC .		C-1

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Merger and the Citizens special meeting. You are urged to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

Q:	Why am I receiving this proxy statement/prospectus?

You are receiving this proxy statement/prospectus because Peoples Bancorp Inc. (“Peoples”) and Citizens National Corporation (“Citizens”) have entered into an Agreement and Plan of Merger dated as of April 20, 2026 (the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A. Pursuant to the terms and subject to the conditions of the Merger Agreement, Citizens will be merged with and into Peoples, with Peoples being the surviving entity (the “Merger”). Immediately following the Merger, Citizens Bank of Kentucky, Inc., a Kentucky banking corporation and wholly owned subsidiary of Citizens (“Citizens Bank”), will merge with and into Peoples Bank, an Ohio-chartered commercial bank and wholly owned subsidiary of Peoples (“Peoples Bank”), with Peoples Bank being the surviving entity (the “Subsidiary Bank Merger”). The Merger Agreement must be approved by the shareholders of Citizens before the Merger can be completed.

Citizens is holding a special meeting of its shareholders (the “Citizens special meeting”) to consider and vote on the approval of the Merger Agreement. The affirmative vote of the holders of at least a majority of Citizens’ common shares outstanding and entitled to vote on the proposal is required to approve the Merger Agreement.

This document constitutes the proxy statement of Citizens for use in soliciting proxies for the Citizens special meeting. This document is also a prospectus of Peoples that is being delivered to Citizens’ shareholders because, in connection with the Merger, Peoples will be issuing Peoples common shares to holders of Citizens common shares in connection with the Merger.

This proxy statement/prospectus contains important information about the Merger and the Citizens special meeting, and you should read it carefully. The enclosed proxy materials allow you to vote your Citizens common shares without attending the Citizens special meeting. Your vote is important, and we encourage you to submit your proxy as soon as possible.

Q:	Why are Peoples and Citizens proposing to merge?

Citizens believes that the Merger is advisable and in the best interests of its shareholders and other constituencies because, among other reasons, the Merger Consideration will provide enhanced value and increased liquidity to Citizens shareholders. Furthermore, as a result of the Merger, Citizens will become part of a larger banking institution, which it believes will improve its ability to compete with larger financial institutions and serve its customers’ needs while continuing to deliver Citizens’ relationship- and community-driven culture to its customers and other stakeholders. To review Citizens’ reasons for the Merger in more detail, see “THE MERGER—Citizens’ Reasons for the Merger” beginning on page 40 of this proxy statement/prospectus.

Peoples believes that the Merger will benefit Peoples and its shareholders by, among other things, enabling Peoples to further expand its footprint and strengthen the competitive position of the combined organization in Kentucky. In addition, Peoples believes that Citizens’ low-cost deposits and high level of balance sheet liquidity will allow Peoples to not only strengthen Peoples’ deposit base but to also maintain flexibility to remain under $10 billion in assets. To review Peoples’ reasons for the Merger in more detail, see “THE MERGER—Peoples’ Reasons for the Merger” beginning on page 54 of this proxy statement/prospectus.

Q:	What will Citizens shareholders receive in the Merger?

Under the terms of the Merger Agreement, shareholders of Citizens will be entitled to receive from Peoples, after the Merger is completed, a combination of cash and Peoples common shares as consideration in the Merger. Specifically, each common share, no par value, of Citizens issued and outstanding immediately prior to the effective time of the Merger (excluding any Citizens treasury shares or Dissenting Shares, as defined in the Merger Agreement) will be converted into the right to receive the following (collectively, the “Merger Consideration”):

•

2.10 (the “Exchange Ratio”) Peoples common shares; and

•

$8.00 in cash.

Notwithstanding the foregoing, pursuant to the terms of the Merger Agreement, if the market value of Peoples common shares decreases by a certain percentage and also decreases by a certain percentage relative to the Nasdaq Bank Index over a specified period prior to the closing of the Merger, Citizens would have the right to terminate the Merger Agreement, unless Peoples elects to increase the Exchange Ratio to provide for the issuance of additional Peoples common shares to Citizens shareholders in the Merger. For additional information, see “THE MERGER AGREEMENT—Termination of the Merger Agreement” beginning on page 73.

Peoples will not issue any fractional Peoples common shares in connection with the Merger. Instead, each holder of Citizens common shares who would otherwise be entitled to receive a fraction of a Peoples common share (after taking into account all Citizens common shares owned by such holder at the effective time of the Merger) will receive cash (rounded to the nearest cent), without interest, in an amount equal to the fractional Peoples common share to which such holder would otherwise be entitled multiplied by the average closing sale price of a Peoples common share on the Nasdaq Global Select Market^® as reported by The Wall Street Journal for the ten (10) consecutive full trading days ending on the trading day preceding the effective date of the Merger.

Q:	Will the value of the Merger Consideration change between the date of this proxy statement/prospectus and the time the Merger is completed?

Yes. It is likely that the value of the Merger Consideration received by Citizens shareholders will change between the date of this proxy statement/prospectus and the completion of the Merger due to fluctuations in the market value of Peoples common shares. Because the number of Peoples common shares to be received for each Citizens common share in the Merger is fixed (except for customary anti-dilution adjustments and the potential that the Exchange Ratio may be increased under limited circumstances), the implied value of the common share consideration that you will receive will depend on the market price of the Peoples common shares at the time you receive your Peoples common shares upon completion of the Merger.

On April 20, 2026 (the last trading day before the public announcement of the Merger), the closing price of Peoples common shares was $34.74 per share, which, after giving effect to the Exchange Ratio and the $8.00 cash consideration per share, resulted in an implied value of approximately $80.95 per Citizens common share as of such date. On [●], 2026, the most reasonably practicable date before the mailing of this proxy statement/prospectus, the closing price of Peoples common shares was $[●] per share, which, after giving effect to the Exchange Ratio and the $8.00 cash consideration per share, resulted in an implied value of approximately $[●] per Citizens common share as of such date. The value of the Peoples common shares at the time of completion of the Merger could be greater than, less than or the same as the value of Peoples common shares on the date of this proxy statement/prospectus. Accordingly, we urge you to obtain current market quotations of Peoples common shares, which can be found online at www.Nasdaq.com, among other places.

Q:	What are the expected material U.S. Federal Income Tax consequences of the Merger?

The completion of the Merger is conditioned on receipt by Peoples of a tax opinion from its legal counsel, Vorys, Sater, Seymour and Pease LLP, and receipt by Citizens of a tax opinion from its legal counsel, FBT Gibbons LLP, dated as of the closing date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). However, neither Peoples nor Citizens has requested or received a ruling from the Internal Revenue Service that the Merger will qualify as a reorganization or as to any other aspect of the Merger Agreement or the transactions contemplated by it. For U.S. federal income tax purposes, U.S. holders of Citizens common shares will recognize gain, but not loss, when they exchange their Citizens common shares for a combination of cash and Peoples common shares, but their taxable gain in that case will not exceed the cash they receive in the Merger. Special rules apply to U.S. holders of Citizens common shares who receive cash in lieu of fractional Peoples common shares or who properly exercise dissenters’ rights and receive solely cash in exchange for their Citizens common shares. For a more detailed discussion of the material U.S. federal income tax consequences of the Merger, please refer to “THE MERGER—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 57 of this proxy statement/prospectus.

The tax consequences of the Merger to any particular Citizens shareholder will depend upon that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor as to the specific tax consequences of the Merger to you.

Q:	Does Citizens anticipate paying any dividends prior to the effective date of the Merger?

Yes. Under the terms of the Merger Agreement, Citizens is permitted to pay to its shareholders its regular quarterly cash dividend of no greater than $0.26 per Citizens common share on such dates generally consistent with past practice, subject to coordinating with Peoples regarding issuance of any dividend in the calendar quarter in which the Merger closes to ensure holders of Citizens common shares do not receive dividends from both Citizens and Peoples in such calendar quarter.

Q:	When and where will the Citizens special meeting take place?

A:	The Citizens special meeting will be held at [●] __.m., Eastern Daylight Time, on [●], 2026, at the main office of Citizens Bank of Kentucky, Inc. located at 620 Broadway, Paintsville, Kentucky 41240.

Even if you plan to attend the Citizens special meeting, Citizens recommends that you vote your shares in advance so that your vote will be counted if you later decide not to or become unable to attend the Citizens special meeting. See “How do I vote my common shares of Citizens” below.

Q:	What matters will be considered at the Citizens special meeting?

The shareholders of Citizens will be asked to (1) vote to approve the Merger Agreement and (2) vote to approve the adjournment of the Citizens special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Citizens special meeting to approve the Merger Agreement.

Q:	What is the recommendation of the Citizens board of directors with respect to the matters to be considered at the Citizens special meeting?

The board of directors of Citizens has unanimously determined that the Merger Agreement is advisable and in the best interests of Citizens and its shareholders and recommends that Citizens shareholders vote “FOR” the proposal to approve the Merger Agreement and “FOR” the proposal to adjourn the Citizens special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Citizens special meeting to approve the Merger Agreement.

Q:	What vote is needed to approve the Merger Agreement and to approve the adjournment of the Citizens special meeting?

The approval of the Merger Agreement requires the affirmative vote of the holders of at least a majority of the Citizens common shares outstanding and entitled to vote on the proposal to approve the Merger Agreement. As of the [●], 2026 record date, there were a total of 976,924 Citizens common shares outstanding. As a result, the approval of the Merger Agreement will require the affirmative vote of the holders of at least 488,463 Citizens common shares.

As of April 20, 2026, the directors of Citizens, who collectively owned 234,743 Citizens common shares (excluding certain shares held through deferred compensation arrangements that the directors are not entitled to vote), or approximately 24.03% of the outstanding Citizens common shares, entered into voting agreements with Peoples pursuant to which they agreed, subject to certain terms and conditions, to vote their Citizens common shares in favor of the approval of the Merger Agreement.

The Citizens special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the Citizens special meeting to approve the Merger Agreement. The affirmative vote of the holders of a majority of the votes cast is required to adjourn the Citizens special meeting.

Q:	Who is entitled to vote at the Citizens special meeting?

A:	If you were the record holder of Citizens common shares as of [●], 2026, the record date for the Citizens special meeting, you are entitled to receive notice of, and to vote at, the Citizens special meeting.

Each holder of Citizens common shares is entitled to cast one (1) vote on each matter properly brought before the Citizens special meeting for each Citizens common share that such holder owned as of the record date.

Q:	How do I vote my Citizens common shares?

Attendance at the Citizens special meeting is not required to vote. Whether or not you attend the Citizens special meeting, the Citizens board of directors urges you to promptly submit your voting instructions by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided so that your Citizens common shares will be represented at the Citizens special meeting. If you return your properly executed proxy card prior to the Citizens special meeting and do not revoke it before voting takes place at the special meeting, your proxies will be voted at the special meeting or, if appropriate, at any adjournment of the special meeting. Citizens’ common shares will be voted as specified on the proxy card or, in the absence of specific instructions to the contrary, will be voted “FOR” the approval of the Merger Agreement and “FOR” the approval of the adjournment of the Citizens special meeting, if necessary, to solicit additional proxies.

Q:	How will my Citizens common shares be voted if I return a blank proxy card?

If you sign, date and return your proxy card and do not indicate how you want your Citizens common shares to be voted, then your Citizens common shares will be voted “FOR” the approval of the Merger Agreement and “FOR” the approval of the adjournment of the Citizens special meeting, if necessary, to solicit additional proxies.

Q:	What will happen if I fail to vote or abstain from voting?

If you fail to timely submit your voting instructions by returning your proxy card before the Citizens special meeting and you do not vote in person at the special meeting, or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to approve the Merger Agreement, it will

have the same effect as a vote “AGAINST” the proposal. If you fail to timely submit your voting instructions by returning your proxy card before the Citizens special meeting and you do not vote in person at the special meeting, or if you mark “ABSTAIN” on your proxy card or ballot at the special meeting with respect to the proposal to approve the adjournment of the Citizens special meeting, if necessary, to solicit additional proxies, it will have no effect on the vote on the adjournment proposal.

Q:	If my Citizens common shares are held in a stock brokerage account or by a bank or other nominee in “street name”, will my broker, bank or other nominee vote my shares for me?

No. You must provide your broker, bank or nominee (the record holder of your Citizens common shares) with instructions on how to vote your common shares. Please follow the voting instructions provided by your broker, bank or nominee. If you do not provide voting instructions to your broker, bank or nominee, then your common shares will not be voted by your broker, bank or nominee.

Under the rules of the New York Stock Exchange (“NYSE”), brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Citizens special meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

Assuming a quorum is present, if you are a Citizens shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares, then:

•

your broker, bank or other nominee may not vote your shares on the proposal to approve the Merger Agreement, which broker non-votes will have the same effect as a vote “AGAINST” such proposal; and

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your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes will have no effect on the vote count for such proposal.

Q:	Can I change my vote after I have submitted my proxy?

Citizens shareholders may revoke a proxy at any time before a vote is taken at the Citizens special meeting by: (i) filing a written notice of revocation with the Secretary of Citizens, at 620 Broadway, Paintsville, Kentucky 41240, which must be received no later than [●], 2026; (ii) executing and returning another proxy card with a later date – only your latest completed, signed and dated proxy card received prior to [●], 2026, will be counted; or (iii) attending the Citizens special meeting and either giving notice of revocation of your proxy in person to the Secretary, or voting by ballot at the special meeting.

Your attendance at the Citizens special meeting will not, by itself, revoke your proxy.

If you hold your shares in “street name” and you have instructed your broker, bank or nominee to vote your Citizens common shares, you must follow directions received from your broker, bank or nominee to change your vote.

Q:	Are the Citizens shareholders entitled to dissenters’ rights?

Yes. If you are a Citizens shareholder as of the [●], 2026 record date, you will have the right under Chapter 271B, Subtitle 13 of the Kentucky Business Corporation Act (“KBCA”) to demand payment of the fair value for your Citizens common shares. The right to make this demand is known as “dissenters’ rights.” To exercise your dissenters’ rights, you must deliver to Citizens a written demand for payment for your shares before the vote on the Merger is taken at the Citizens special meeting, not vote in favor of the Merger

proposal at the Citizens special meeting and follow the other requirements of Chapter 271B, Subtitle 13. For additional information regarding dissenters’ rights, see “DISSENTERS’ RIGHTS” on page 31 of this proxy statement/prospectus and the complete text of the applicable sections of the KBCA attached to this proxy statement/prospectus as Annex B. Failure to strictly follow the statutory procedures set forth in Chapter 271B, Subtitle 13 of the KBCA may result in the termination or waiver of your dissenters’ rights. We encourage you to consult your legal counsel, at your expense, before attempting to exercise your dissenters’ rights.

Q:	When is the Merger expected to be completed?

We are working to complete the Merger as quickly as possible. We expect to complete the Merger in the second half of 2026, assuming shareholder approvals and all applicable governmental approvals have been received by that date and all other conditions precedent to the Merger have been satisfied or waived.

Q:	Should Citizens shareholders send in their stock certificates now?

No. Shortly after the Merger is completed, the Exchange Agent for the Merger will send you a letter of transmittal with instructions informing you how to send in your Citizens stock certificates to the Exchange Agent. You should use the letter of transmittal to exchange your Citizens stock certificates for the Merger Consideration. Do not send in your stock certificates with your proxy card.

Q:	What do I need to do now?

After carefully reviewing this proxy statement/prospectus, including its Annexes, please vote your Citizens common shares as described in the question above entitled “How do I vote my Citizens common shares?” as soon as possible. By submitting your proxy, you authorize the individuals named in your proxy to vote your Citizens common shares at the Citizens special meeting in accordance with your instructions. Your vote is very important. Whether or not you plan to attend the Citizens special meeting, please submit your proxy with voting instructions to ensure that your shares will be voted at the special meeting.

Q:	Are there any risks that I should consider in deciding whether to vote in favor of the Merger Agreement and the other proposals to be considered at the Citizens special meeting?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “RISK FACTORS” beginning on page 19. You also should read and carefully consider the risk factors of Peoples contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:	Who can answer my questions?

A:	If you have questions about the Merger, need assistance in submitting your proxy card or voting your Citizens common shares, or need additional copies of this proxy statement/prospectus or additional proxy cards, please contact:

Citizens National Corporation

Attention: Leisha Maynard

620 Broadway

Paintsville, Kentucky 41240

Phone: (606) 264-3054

SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You should read carefully this entire document and its Annexes and all other documents to which this proxy statement/prospectus refers before you decide how to vote. In addition, we incorporate by reference important business and financial information about Peoples into this document. For a description of this information, See “INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE” on page 81. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “WHERE YOU CAN FIND MORE INFORMATION” in the forepart of this document. Each item in this summary includes a page reference, where applicable, directing you to a more complete description of that item.

The Companies

Peoples Bancorp Inc.

Peoples Bancorp Inc.

138 Putnam Street

Marietta, Ohio 45750

Phone: (740) 373-3155

Peoples Bancorp Inc. (“Peoples”) is a financial holding company registered under the Bank Holding Company Act of 1956, as amended (“BHCA”), and subject to inspection of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Peoples was incorporated under the laws of the State of Ohio in 1980. Peoples operates principally through its wholly-owned subsidiary, Peoples Bank, an Ohio state-chartered bank, which was first chartered in 1902. Peoples’ other wholly-owned operating subsidiary is Peoples Investment Company. 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. Peoples Bank’s operating subsidiaries include Peoples Insurance Agency, LLC (“Peoples Insurance”) and Vantage Financial, LLC (“Vantage”), a nationwide provider of equipment financing.

Peoples makes available a complete line of commercial and consumer banking, trust and investment, insurance, premium financing solutions, equipment leases and equipment financing agreements through its financial subsidiaries – Peoples Bank, Peoples Insurance and Vantage. These products and services include the following:

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various demand deposit accounts, savings accounts, money market accounts, certificates of deposit and governmental deposits;

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commercial loans, residential real estate loans, home equity lines of credit, consumer loans and overdraft services;

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insurance premium financing;

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commercial equipment financing;

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

SEC Form S-4 filed by Peoples Bancorp Inc.