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PEOPLES BANCORP INC

For the period ended Feb 23, 2026. Filed Mar 6, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 23, 2026 · Filed Mar 6, 2026

PEBO$38.60-0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantþ

Filed by a party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Telephone: (740) 374-6136

www.peoplesbancorp.com

Notice of Annual Meeting of Shareholders

DateThursday,April 23, 2026Time10:00 a.m.(Eastern Daylight Saving Time)PlaceVia Live Webcast atwww.proxydocs.com/peboRecord DateFebruary 23, 2026

The Annual Meeting of Shareholders (the “Annual Meeting”) of Peoples Bancorp Inc. (“Peoples”) will be held for the following purposes:

1.To elect eleven directors to the Peoples Board of Directors, each to serve for a term of one year expiring at the 2027 Annual Meeting of Shareholders.
2.To consider and vote upon a proposal to approve a non-binding advisory resolution to approve the compensation of Peoples’ named executive officers as disclosed in the accompanying Proxy Statement for the Annual Meeting.
3.To consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
4.To transact any other business that properly comes before the Annual Meeting. As of the date of this Proxy Statement, Peoples' Board of Directors is not aware of any other business to come before the Annual Meeting.

If you were a holder of record of common shares of Peoples at the close of business on February 23, 2026, you will be entitled to vote at the Annual Meeting.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders over the internet. On or about the date of this Notice of Annual Meeting of Shareholders, we began mailing a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to shareholders of record at the close of business on February 23, 2026. The Notice of Internet Availability contains info rmation on how to access the Notice of Annual Meeting of Shareholders, the Proxy Statement (which describes in detail each of the matters to be considered at the Annual Meeting), the form of proxy and Peoples’ 2025 Annual Report to Shareholders over the internet, as well as instructions on how to request a paper copy of the proxy materials. At the same time, we provided shareholders of record with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our shareholders over the internet allows us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Internet Availability, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such proxy materials contained in the Notice of Internet Availability and summarized on the following page.

It is important that your common shares be represented at the Annual Meeting whether or not you are personally able to participate. Accordingly, after reading the accompanying Proxy Statement, please promptly submit your proxy by telephone, over the internet or by mail as described in the Proxy Statement.

YOUR VOTE IS IMPORTANT

Your common shares may be voted by one of the following methods:

Submitting your proxy over the internet, by telephone or by mail does not deprive you of the right to participate in the Annual Meeting live via the internet and to vote your common shares online in the manner described in the accompanying Proxy Statement.

To obtain instructions as to how to participate in the Annual Meeting virtually, please call Investor Relations at 740-374-6136.

By Order of the Board of Directors,

M. Ryan KirkhamCorporate Secretary March 13, 2026

YOUR VOTE IS IMPORTANT

Before you vote, access the proxy materials in one of the following ways prior to the Annual Meeting:
To view Online: Visit www.proxydocs.com/pebo 24 hours a day, seven days a week, until the polls close during the Annual Meeting. With your Notice of Internet Availability handy, follow the instructions to log in, and view copies.
To request and receive a PAPER or E-MAIL copy:
You MUST REQUEST a paper or e-mail copy of the proxy materials. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
(1) Over the Internet/Mobile:www.investorelections.com/pebo
(2) By Telephone:1-866-870-3684
(3) By E-Mail*:paper@investorelections.com
*If you request proxy materials by e-mail, please send a blank e-mail with “PEBO Materials Request” included in the subject line. The e-mail must include: (i) the 11-digit control # located in the box in the upper right hand corner on the front of your Notice of Internet Availability; (ii) your preference to receive printed proxy materials via mail or to receive an e-mail with links to the electronic proxy materials; (iii) if you choose e-mail delivery, the e-mail address to which the links to the electronic proxy materials is to be sent; and (iv) if you would like this election to apply to the delivery of materials for all future meetings, write the word “Permanent” and include the last 4 digits of your Social Security Number or Tax Identification Number in the e-mail. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 9, 2026 to facilitate timely delivery of the proxy materials.

Proxy Statement for the Annual Meeting of Shareholders

To Be Held April 23, 2026

General Information1
Mailing1
Shareholder Proposals for 2027 Annual Meeting1
Voting Information2
Who can vote at the Annual Meeting?2
How do I attend and participate in the Annual Meeting?2
What is a Notice of Internet Availability?2
What is the difference between holding common shares as a registered shareholder and as a beneficial owner?3
How do I vote my common shares?3
If I am a shareholder holding common shares in “street name,” how do I vote?4
How do I vote if my common shares are held through the Peoples Bancorp Inc. Retirement Savings Plan?4
How will my common shares be voted?4
How do I revoke or change my vote after submitting my proxy?5
If I vote in advance, can I still participate in the Annual Meeting?5
What constitutes a quorum and what is the vote required with respect to the proposals to be considered at the Annual Meeting?5
Who pays the costs of proxy solicitation?6
Security Ownership of Certain Beneficial Owners and Management7
Delinquent Section 16(a) Reports (Section 16(a) Beneficial Ownership Reporting Compliance)10
Transactions with Related Persons10
Corporate Governance and Board Matters12
Independence of Directors12
Executive Sessions12
Meetings of the Board and Attendance at Annual Meetings of Shareholders13
Environmental, Social and Governance Matters13
Associates14
Communities15
Clients16
Shareholders17
Majority Vote Standard18
Shareholder Communications with the Board18
Nominating Procedures18
Insider Trading Policy20
Proposal Number 1: Election of Directors20
Recommendation and Vote Required21
Nominees21
Board Highlights26
Board Skills26
The Board and Committees of the Board27
Committees of the Board27
Audit Committee28
Compensation Committee29
Executive Committee31
Governance and Nominating Committee32
Risk Committee33
Director Compensation34
Compensation Paid to Board Members34
2025 Fiscal Year34
2026 Fiscal Year35
Other Information Regarding Equity-Based Compensation35
Deferred Compensation Plan for Directors35
All Other Compensation36
Stock Ownership Guidelines36
Director Compensation for 202537
Executive Officers37
Proposal Number 2: Vote on Advisory Resolution to Approve Named Executive Officers’ Compensation40
Recommendation and Vote Required40
Executive Compensation: Compensation Discussion and Analysis41
Executive Summary of 2025 Fiscal Year Performance and Compensation41
2025 Business Highlights41
Goals for 2025 Incentive Awards41
2025 Actual Results vs. Performance Goals42
2025 Compensation Actions42
Notable Pay Practices43
Total Shareholder Return43
Pay for Performance43
Pay for Performance – Realizable Pay Analysis44
Pay for Performance – Our Key Compensation Decisions45
Advisory Vote of Shareholders47
Compensation Philosophy and Objectives47
Role of Executive Officers in Compensation Decisions48
Setting Executive Compensation49
Peer Group49
2025 Executive Compensation Components51
Base Salary51
Cash and Equity-Based Incentive Program51
Retirement and Other Benefits57
Perquisites and Other Personal Benefits59
Change in Control Agreements60
Tax and Accounting Implications60
Deductibility of Executive Compensation60
Non-Qualified Deferred Compensation60
Accounting for Equity-Based Compensation60
Other Information61
Stock Holding Requirement61
Clawback Policy61
Timing of Equity Grants61
CEO Pay Ratio61
Summary62
Compensation Committee Report62
Discussion of Risk Review and Assessment62
Summary Compensation Table for 202564
Grants of Plan-Based Awards for 202565
Outstanding Equity Awards at Fiscal Year-End 202566
Option Exercises and Stock Vested for 202567
Non-Qualified Deferred Compensation for 202568
Pay Versus Performance69
Financial Performance Measures71
Analysis of Information Presented in the Pay Versus Performance Table71
Compensation Actually Paid and Cumulative TSR71
Compensation Actually Paid and Net Income72
Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share72
Cumulative TSR of Peoples and Cumulative TSR of the Peer Group73
Other Potential Post-Employment Payments73
Payments Made Upon Termination of Employment73
Payments Made Upon Retirement74
Payments Made Upon Death or Disability74
Payments Made Upon a Change in Control74
Compensation Committee Interlocks and Insider Participation77
Audit Committee Report for the Fiscal Year Ended December 31, 202577
Independent Registered Public Accounting Firm78
Fees78
Pre-Approval Policy78
Proposal Number 3: Ratification of Appointment of Independent Registered Public Accounting Firm79
Recommendation and Vote80
Householding of Annual Meeting Materials80
Other Matters80

Peoples Bancorp Inc.

PEOPLES BANCORP INC.

138 Putnam Street

P.O. Box 738

Marietta, Ohio 45750-0738

(740) 374-6136

www.peoplesbancorp.com

Proxy Statement for the Annual Meeting of Shareholders

To Be Held on April 23, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.