PEOPLES BANCORP INC

Current report

Risks Related to the Citizens Merger and the Capital Merger

Current report

•Peoples could experience difficulties in managing its growth and effectively integrating the operations of Citizens and Capital.

Current report

The earnings, financial condition and prospects of Peoples after the pending mergers with Citizens and Capital will depend in part on Peoples’ ability to integrate successfully the operations of Citizens and Capital and to continue to implement its own business plan. Peoples may not be able to fully achieve the strategic objectives and projected operating efficiencies anticipated in the Citizens merger or the Capital merger. The costs or difficulties relating to the integration of Citizens or Capital with the Peoples organization may be greater than expected or the cost savings from any anticipated economies of scale of the combined organization may be lower or take longer to realize than expected. Inherent uncertainties exist in integrating the operations of any acquired entity, and Peoples may encounter difficulties, including matters such as loss of key employees and customers, and the disruption of its ongoing business or possible inconsistencies in standards, controls, procedures and policies, among others. These factors could contribute to Peoples not fully achieving the expected benefits from the pending mergers.

Current report

•Peoples has incurred, and will incur, significant acquisition-related expenses in connection with the mergers.

Current report

Peoples has incurred, and will incur, significant legal, accounting and financial advisor fees and other expenses in connection with the negotiation and completion of the Citizens merger and the Capital merger, as well as costs and expenses related to the filing, printing and mailing of the proxy statement/prospectus for each merger, and the filings and other fees to be paid to the SEC and other regulatory agencies in connection with the mergers. If either the Citizens merger or the Capital merger is not completed, we will have to recognize these expenses without realizing the expected benefits of the applicable merger.

Current report

In addition, we also expect to incur a number of non-recurring transaction-related costs associated with combining the operations of Peoples with Citizens and Capital and achieving desired synergies. Additional unanticipated costs may be incurred in the integration of our business with the businesses of Citizens and Capital. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.

Current report

•The integration of Peoples and each of Citizens and Capital will present challenges that may result in the combined business not operating as effectively as expected or in the failure to achieve some or all of the anticipated benefits of the transaction.

Current report

The cost savings, synergies and other benefits expected to result from each of the Citizens merger and the Capital merger will depend in part on whether the operations of each of Citizens and Capital can be integrated in a timely and efficient manner with those of Peoples and its subsidiaries. Peoples may face challenges in consolidating its functions with those of Citizens and/or Capital, and integrating the organizations, procedures and operations of the businesses. The integration of Peoples and each of Citizens and Capital will be complex and time-consuming, and the management of the companies will have to dedicate substantial time and resources to such integration. These efforts could divert management’s focus and resources from other strategic opportunities and from day-to-day operational matters during the integration process. Failure to successfully integrate the operations of Peoples and each of Citizens and Capital could result in the failure to fully achieve some of the anticipated benefits from the applicable transaction, including cost savings and other operating efficiencies, and Peoples may not be able to capitalize on the existing relationships of Citizens and/or Capital to the extent anticipated, or it may take longer, or be more difficult or expensive than expected to achieve these goals. This could have an adverse effect on the business, results of operations, financial condition or prospects of Peoples.

Current report

•Completion of the Capital merger is subject to many conditions and, if these conditions are not satisfied or waived, the Capital merger will not be completed.

Current report

The respective obligations of Peoples and Capital to complete the Capital merger are subject to the fulfillment or written waiver of many conditions, including approval by the requisite vote of Peoples and Capital shareholders, respectively, receipt of requisite regulatory approvals, absence of orders prohibiting completion of the merger, effectiveness of a Form S-4 registration statement to be filed with the SEC, approval of the Peoples common shares to be issued to Capital shareholders for listing on the Nasdaq Global Select Market, the continued accuracy of the representations and warranties by both parties, and the performance by both parties of their covenants and agreements set forth in the Capital merger agreement. These conditions to the consummation of the Capital merger may not be fulfilled and, accordingly, the Capital merger may not be completed. In addition, if the Capital merger is not completed by September 29, 2027, either Peoples or Capital may have the opportunity to choose not to proceed with the Capital merger, and the parties can mutually decide to terminate the merger agreement at any time before the merger is completed. In addition, Peoples or Capital may elect to terminate the merger agreement in certain other circumstances as set forth in the merger agreement.

Current report

•Issuance of Peoples common shares in connection with the Citizens merger and the Capital merger may adversely affect the market price of Peoples common shares.

Current report

Peoples expects to issue up to approximately 2,100,000 common shares to Citizens shareholders in connection with the Citizens merger and up to approximately 18,500,000 common shares to Capital shareholders in connection with the Capital merger. The issuance of these new Peoples common shares may result in fluctuations in the market price of Peoples common shares, including a potential share price decrease.

Current report

General Risks

Current report

Peoples will become subject to additional regulations if and when its total consolidated assets exceed $10 billion.

Current report

As of September 30, 2026, Peoples’ consolidated assets totaling $9.65 billion, and are expected to increase to approximately $9.9 billion upon the consummation of the Citizens merger. If and when the pending Capital merger is consummated, the total consolidated assets of Peoples will exceed $10 billion. Once Peoples’ total consolidated assets exceed $10 billion, Peoples and Peoples Bank will become subject to heightened regulatory requirements stemming largely from the Dodd-Frank Act. These requirements include, but are not limited to, the following: (i) supervision, examination and enforcement by the CFPB with respect to federal consumer financial protection laws; (ii) a modified methodology and scorecard for calculating FDIC insurance assessments and, depending on the result of Peoples Bank’s performance under the scorecard, potentially higher assessment rates; (iii) limitations on interchange transaction fees for debit card transactions; (iv) heightened compliance standards under the Volcker Rule; (v) enhanced supervision by the Federal Reserve Board; and (vi) Peoples Bank no longer being eligible to elect to be subject to the community bank leverage ratio. Compliance by Peoples with these additional regulatory requirements and increased supervision may necessitate additional personnel, the design and implementation of additional internal controls, and the commitment of additional financial resources to regulatory compliance, any or all of which may increase Peoples’ cost of operations. These additional regulatory requirements may also provide greater limitations on the products and services that can be offered by Peoples and its subsidiaries. Any of the foregoing could have a significant adverse effect on Peoples’ business, financial condition, or results of operations.