Peoples Bancorp : 2026 Proxy Statement

About this update from Peoples Bancorp Inc.

(Amendment No. ) 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 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: ​ Preliminary Proxy Statement ​ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement ​ Definitive Additional Materials ​ Soliciting Material under §240.14a-12 Peoples Bancorp Inc. (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): ​ No fee required ​ Fee paid previously with preliminary materials ​ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 eo es BA N CO 138 Putnam Street P.O. Box 738 Marietta, OH 45750-0738 Telephone: (740) 374-6136 https://www.peoplesbancorp.com Notice of Annual Meeting of Shareholders Peoples Bancorp Inc. Date Thursday, April 23, 2026 Time 10:00 a.m. (Eastern Daylight Saving Time) Place Via Live Webcast at https://www.proxydocs.com/pebo Record Date February 23, 2026 1. 2. The Annual Meeting of Shareholders (the "Annual Meeting") of Peoples Bancorp Inc. ("Peoples") will be held for the following purposes: 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. 3. 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. 4. 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. 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 information 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 Kirkham Corporate Secretary March 13, 2026 YOUR VOTE IS IMPORTANT Before y ou vote , access the proxy materials in one of the following ways prior to the Annual Meeting: To view Online: Visit https://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: Over the Internet/Mobile: https://www.investorelections.com/pebo By Telephone: 1-866-870-3684 By E-Mail*: [email protected] *If you request proxy materials by e-mail, please send a blank e-mail with "PEBO Materials Request" included in the subject line. The email 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 email 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. Peoples Bancorp Inc. Proxy Statement for the Annual Meeting of Shareholders To Be Held April 23, 2026 Shareholder Proposals for 2027 Annual Meeting Voting Information 1 2 Security Ownership of Certain Beneficial Owners and Management Delinquent Section 16(a) Reports (Section 16(a) Beneficial Ownership Reporting Compliance) Transactions with Related Persons Corporate Governance and Board Matters 7 10 10 12 Mailing 1 Who can vote at the Annual Meeting? How do I attend and participate in the Annual Meeting? What is a Notice of Internet Availability? What is the difference between holding common shares as a registered shareholder and as a beneficial owner? How do I vote my common shares? If I am a shareholder holding common shares in "street name," how do I vote? How do I vote if my common shares are held through the Peoples Bancorp Inc. Retirement Savings Plan? How will my common shares be voted? How do I revoke or change my vote after submitting my proxy? If I vote in advance, can I still participate in the Annual Meeting? What constitutes a quorum and what is the vote required with respect to the proposals to be considered at the Annual Meeting? Who pays the costs of proxy solicitation? 2 2 2 3 3 4 4 4 5 5 5 6 General Information 1 Independence of Directors 12 Executive Sessions 12 Meetings of the Board and Attendance at Annual Meetings of Shareholders 13 Environmental, Social and Governance Matters 13 Associates 14 Communities 15 Clients 16 Shareholders 17 Majority Vote Standard 18 Shareholder Communications with the Board 18 Nominating Procedures 18 Proposal Number 1: Election of Directors 20 Insider Trading Policy 20 Recommendation and Vote Required 21 Nominees 21 Board Highlights 26 The Board and Committees of the Board 27 Board Skills 26 Committees of the Board 27 Audit Committee 28 Compensation Committee 29 Executive Committee 31 Governance and Nominating Committee 32 Director Compensation 34 Risk Committee 33 Compensation Paid to Board Members 34 2025 Fiscal Year 34 2026 Fiscal Year 35 Other Information Regarding Equity-Based Compensation 35 Deferred Compensation Plan for Directors 35 All Other Compensation 36 Stock Ownership Guidelines 36 Executive Officers Proposal Number 2: Vote on Advisory Resolution to Approve Named Executive Officers' Compensation 37 40 Director Compensation for 2025 37 Executive Compensation: Compensation Discussion and Analysis 41 Recommendation and Vote Required 40 Executive Summary of 2025 Fiscal Year Performance and Compensation 41 2025 Business Highlights 41 Goals for 2025 Incentive Awards 41 2025 Actual Results vs. Performance Goals 42 2025 Compensation Actions 42 Notable Pay Practices 43 Total Shareholder Return 43 Pay for Performance 43 Pay for Performance - Realizable Pay Analysis 44 Pay for Performance - Our Key Compensation Decisions 45 Advisory Vote of Shareholders 47 Compensation Philosophy and Objectives 47 Role of Executive Officers in Compensation Decisions 48 Setting Executive Compensation 49 Peer Group 49 2025 Executive Compensation Components 51 Base Salary 51 Cash and Equity-Based Incentive Program 51 Retirement and Other Benefits 57 Perquisites and Other Personal Benefits 59 Change in Control Agreements 60 Tax and Accounting Implications 60 Deductibility of Executive Compensation 60 Non-Qualified Deferred Compensation 60 Accounting for Equity-Based Compensation 60 Other Information 61 Stock Holding Requirement 61 Clawback Policy 61 Timing of Equity Grants 61 CEO Pay Ratio 61 Compensation Committee Report 62 Summary 62 Discussion of Risk Review and Assessment 62 Summary Compensation Table for 2025 Grants of Plan-Based Awards for 2025 Outstanding Equity Awards at Fiscal Year-End 2025 Option Exercises and Stock Vested for 2025 Non-Qualified Deferred Compensation for 2025 Pay Versus Performance 64 65 66 67 68 69 Financial Performance Measures 71 Analysis of Information Presented in the Pay Versus Performance Table 71 Compensation Actually Paid and Cumulative TSR 71 Compensation Actually Paid and Net Income 72 Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share 72 Other Potential Post-Employment Payments 73 Cumulative TSR of Peoples and Cumulative TSR of the Peer Group 73 Payments Made Upon Termination of Employment 73 Payments Made Upon Retirement 74 Payments Made Upon Death or Disability 74 Compensation Committee Interlocks and Insider Participation Audit Committee Report for the Fiscal Year Ended December 31, 2025 Independent Registered Public Accounting Firm 77 77 78 Payments Made Upon a Change in Control 74 Fees 78 Proposal Number 3: Ratification of Appointment of Independent Registered Public Accounting Firm 79 Pre-Approval Policy 78 Recommendation and Vote 80 Householding of Annual Meeting Materials Other Matters 80 80 PEOPLES BANCORP INC. 138 Putnam Street P.O. Box 738 Marietta, Ohio 45750-0738 (740) 374-6136 https://www.peoplesbancorp.com Proxy Statement for the Annual Meeting of Shareholders To Be Held on April 23, 2026 ‌GENERAL INFORMATION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of Peoples Bancorp Inc. ("Peoples") for use at the Annual Meeting of Shareholders, to be held on Thursday, April 23, 2026, at 10:00 a.m., Eastern Daylight Saving Time (the "2026 Annual Meeting" or the "Annual Meeting"). This Proxy Statement summarizes the information that you will need in order to vote. The Annual Meeting will be held solely over the internet in a virtual-only format, which means that you will be able to participate in the Annual Meeting, vote, and submit your questions during the Annual Meeting via live webcast by visiting https://www.proxydocs.com/pebo . Because the Annual Meeting will be held in a virtual-only format, you will not be able to attend the Annual Meeting in person at a physical location. ‌Mailing On or about March 13, 2026, we began mailing a notice of internet availability of proxy materials (the "Notice of Internet Availability") to all registered shareholders entitled to vote their common shares at the Annual Meeting. The Notice of Internet Availability contains instructions on how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement, the form of proxy and Peoples' 2025 Annual Report to Shareholders, which includes the Annual Report of Peoples on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report"), over the internet. Copies of the 2025 Annual Report may be obtained, without charge, by sending a written request to: M. Ryan Kirkham, Corporate Secretary, Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738. A copy of the 2025 Annual Report can be obtained through the "SEC Filings - Annual Reports" section of the "Investor Relations" page of Peoples' website at https://www.peoplesbancorp.com and is also on file with the Securities and Exchange Commission (the "SEC") and available on the SEC's website at https://www.sec.gov . ‌SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING Proposals by shareholders intended to be presented at the 2027 Annual Meeting of Shareholders (the "2027 Annual Meeting") must be received by the Corporate Secretary of Peoples no later than November 13, 2026, to be eligible for inclusion in Peoples' Proxy Statement, form of proxy, Notice of Annual Meeting of Shareholders and Notice of Internet Availability, as applicable, relating to the 2027 Annual Meeting. Peoples will not be required to include in its Proxy Statement, form of proxy, Notice of Annual Meeting of Shareholders, or Notice of Internet Availability, as applicable, a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by the applicable SEC rules. In addition, in order to comply with the universal proxy rules, shareholders who intend to solicit proxies for the 2027 Annual Meeting in support of director nominees other than the Peoples Board's nominees must provide notice to Peoples that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no later than February 23, 2027. 1 2026 Proxy Statement The SEC has promulgated rules relating to the exercise of discretionary voting authority under proxies solicited by the Board. If a shareholder intends to present a proposal at the 2027 Annual Meeting without inclusion of that proposal in Peoples' proxy materials, and does not notify the Corporate Secretary of Peoples of the proposal by January 27, 2027, or if Peoples meets other requirements of the applicable SEC rules, the proxies solicited by the Board for use at the 2027 Annual Meeting will confer discretionary authority to vote on the proposal should it then be raised at the 2027 Annual Meeting. In each case, written notice must be given to Peoples' Corporate Secretary, at the following address: Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738, Attention: Corporate Secretary. Shareholders desiring to nominate candidates for election as directors at the 2027 Annual Meeting must follow the procedures described in the section captioned " CORPORATE GOVERNANCE AND BOARD MATTERS - Nominating Procedures ." ‌VOTING INFORMATION ‌Who can vote at the Annual Meeting? Only holders of common shares of record at the close of business on February 23, 2026, are entitled to receive notice of and to vote at the Annual Meeting. At the close of business on February 23, 2026, there were 35,917,291 common shares outstanding and entitled to vote. Other than the common shares, there are no voting securities of Peoples outstanding. All voting at the Annual Meeting will be governed by our Amended Articles of Incorporation, our Code of Regulations and the General Corporation Law of the State of Ohio. Each common share entitles the holder thereof to one vote on each matter to be voted upon at the Annual Meeting. There is no cumulative voting with respect to the election of directors. ‌How do I attend and participate in the Annual Meeting? We will be hosting the Annual Meeting live via the internet. You will not be able to attend the Annual Meeting in person. Any shareholder can listen to and participate in the Annual Meeting live via the internet at https://www.proxydocs.com/pebo . The webcast will start at 10:00 a.m., Eastern Daylight Saving Time, on April 23, 2026. Shareholders of record (also known as registered shareholders) may vote and submit questions while connected to the Annual Meeting on the internet. Instructions on how to register for and participate in the Annual Meeting, including how to demonstrate proof of ownership of Peoples common shares, are posted at https://www.proxydocs.com/pebo . We recommend that you register at least one hour before the Annual Meeting to ensure ample time to complete the registration procedures and receive your unique link to the virtual meeting via confirmation e-mail. A replay of the Annual Meeting audio webcast will be available on our website for approximately one year following the Annual Meeting. ‌You do not need to attend the Annual Meeting to vote. Even if you plan to attend the Annual Meeting, please submit your vote in advance as instructed in this Proxy Statement. What is a Notice of Internet Availability? In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, the form of Proxy Card and our 2025 Annual Report, by providing access to such documents over the internet. Generally, shareholders will not receive printed copies of the proxy materials unless they request them. A Notice of Internet Availability that provides instructions for accessing our proxy materials over the internet was mailed directly to registered shareholders. The Notice of Internet Availability also provides instructions regarding how registered shareholders may vote their common shares over the internet. Registered shareholders who prefer to receive a paper or e-mail copy of our proxy materials must follow the instructions provided in the Notice of Internet Availability for requesting such materials. 2 2026 Proxy Statement The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability and returning it. The Notice of Internet Availability provides instructions on how to cast your vote . A notice that directs beneficial owners of our common shares to the website where they can access our proxy materials will be forwarded to each beneficial shareholder by the brokerage firm, bank or other shareholder of record that is considered the registered shareholder with respect to the common shares of the beneficial shareholder. Such brokerage firm, bank or other shareholder of record will also provide each beneficial owner of our common shares with instructions on how the beneficial shareholder may request a paper or e-mail copy of our proxy materials. ‌What is the difference between holding common shares as a registered shareholder and as a beneficial owner? If, at the close of business on February 23, 2026, your common shares were registered directly in your name with our transfer agent, Shareowner Services, you are considered a registered shareholder with respect to those common shares, and the Notice of Internet Availability or proxy materials were sent directly to you. As a registered shareholder, you may vote your common shares electronically at the Annual Meeting or you may vote your common shares prior to the Annual Meeting by submitting a proxy or by voting via the internet or by telephone. If, at the close of business on February 23, 2026, your common shares were held in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of common shares held in "street name" and a notice directing you to the website where you can access our proxy materials is being forwarded to you by that organization. The organization holding your account is considered the registered shareholder for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization how to vote the common shares in your account. If that organization is not given specific direction, common shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting other than the ratification of the appointment of Peoples' independent registered public accounting firm. Please direct your brokerage firm, bank or other similar organization how to vote your common shares following the instructions provided by that organization. ‌How do I vote my common shares? If you are a registered shareholder ( i.e ., you hold your common shares of record), you may vote your common shares using one of the following methods (please also see the information provided above and below concerning the difference in how to vote if you hold common shares beneficially through a brokerage firm, bank or other nominee, instead of as the registered shareholder ‒ beneficial holders should follow the voting instructions provided by their respective nominees): Vote over the internet. Before the Annual Meeting: Go to https://www.proxypush.com/pebo . You can use the internet 24 hours a day, seven days a week, to transmit your voting instructions and for electronic delivery of information until the polls close during the Annual Meeting. Have your Notice of Internet Availability or your Proxy Card (if you requested a printed copy of our proxy materials) in hand when you access the website and follow the instructions to obtain your records and create an electronic voting instruction form. During the Annual Meeting: Go to https://www.proxydocs.com/pebo . You may attend the Annual Meeting via the internet and vote during the Annual Meeting. Have the information printed in the designated box at the top of your Notice of Internet Availability or your Proxy Card (if you requested a printed copy of our proxy materials) available and follow the instructions. Vote by Telephone. Call 1-866-883-3382. You can use any touch-tone telephone to transmit your voting instructions until the polls close during the Annual Meeting. Have your Notice of Internet Availability or your Proxy Card (if you requested a printed copy of our proxy materials) available when you call and follow the instructions. 3 2026 Proxy Statement ‌Submit a Proxy Card by mail. If you received a printed copy of our proxy materials, you may submit your vote by completing, signing and dating your Proxy Card and returning it in the postage-paid envelope to Shareowner Services, P.O. Box 64945, St. Paul, Minnesota 55164-0945. Sign your name exactly as it appears on the Proxy Card. Proxy Cards submitted by mail must be received no later than April 22, 2026, to be voted at the Annual Meeting. If, prior to the Annual Meeting, you vote via the internet or by telephone, your electronic vote authorizes the named proxy holders in the same manner as if you signed, dated and returned a Proxy Card. If, prior to the Annual Meeting, you vote via the internet or by telephone, do not return a Proxy Card unless you intend to revoke your previously submitted internet or telephone vote. ‌If I am a shareholder holding common shares in "street name," how do I vote? If you hold your common shares in "street name," you should have received a notice of internet availability of proxy materials or voting instructions from the brokerage firm, bank or other nominee holding your common shares. You should follow the instructions in the notice of internet availability of proxy materials or voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee on how to vote your common shares. The availability of telephone and internet voting will depend on the voting process of your broker or other nominee. ‌How do I vote if my common shares are held through the Peoples Bancorp Inc. Retirement Savings Plan? If you participate in the Peoples Bancorp Inc. Retirement Savings Plan (the "Retirement Savings Plan"), you will be entitled to instruct the trustee of the Retirement Savings Plan how to vote common shares that have been allocated to your account. If you are such a participant, you will receive a Notice of Internet Availability that provides instructions for accessing our proxy materials over the internet for the common shares allocated to your account in the Retirement Savings Plan. The Notice of Internet Availability also provides instructions on how you may request a paper or e-mail copy of our proxy materials. You may vote the common shares allocated to your account by following the instructions stated on your Notice of Internet Availability or on your Proxy Card (if you requested a paper copy of our proxy materials). If you do not provide voting instructions to the trustee of the Retirement Savings Plan by 11:59 p.m., Central Daylight Saving Time, on April 19, 2026, the trustee will not vote the common shares allocated to your account. ‌How will my common shares be voted? Those common shares represented by properly-authenticated internet or telephone voting instructions that are submitted prior to the deadline for doing so or a properly-executed Proxy Card (if you requested a paper copy of our proxy materials) that is received no later than April 22, 2026, and not subsequently revoked, will be voted in accordance with your instructions by your "proxies" (the individuals named in the voting instructions or on your Proxy Card). If you timely submit a valid Proxy Card prior to the Annual Meeting, or timely submit your voting instructions via the internet or by telephone, but do not complete the Proxy Card or voting instructions, your proxies will vote your common shares as recommended by the Board, except in the case of broker non-votes, where applicable, as follows: " FOR " the election as Peoples directors of the 11 nominees listed on pages 21 through 25 under " PROPOSAL NUMBER 1: ELECTION OF DIRECTORS "; " FOR " the approval of the non-binding advisory resolution to approve the compensation of Peoples' named executive officers as disclosed in this Proxy Statement; and " FOR " the ratification of the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2026. No appraisal or dissenters' rights exist for any action proposed to be taken at the Annual Meeting. If any other matters are properly presented for voting at the Annual Meeting, the individuals appointed as proxies will vote on those matters, to the extent permitted by applicable law, in accordance with their best judgment. 4 2026 Proxy Statement How do I revoke or change my vote after submitting my proxy? Registered shareholders who submit proxies retain the right to revoke them at any time before they are exercised. Unless revoked, the common shares represented by such proxies will be voted at the Annual Meeting. If you are a registered shareholder, you may revoke or change your vote at any time before the closing of the polls during the Annual Meeting by: filing a written notice of revocation with the Corporate Secretary of Peoples at 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738, which must be received no later than April 22, 2026; executing and returning a new Proxy Card (if you requested a paper copy of our proxy materials) with a later date - only your latest completed, signed and dated Proxy Card received by April 22, 2026, will be counted; submitting a later-dated vote by telephone or via the internet ‒ only your latest telephone or internet voting instructions received prior to the closing of the polls during the Annual Meeting will be counted; or participating in the Annual Meeting live via the internet and voting again. Participation in the virtual Annual Meeting will not, by itself, revoke your proxy. The last-dated Proxy Card or voting instructions you submit (by any means) will supersede all previously-submitted Proxy Cards and voting instructions. If you hold your common shares in "street name" and instructed your brokerage firm, bank or other nominee to vote your common shares and you would like to revoke or change your vote, then you must follow the instructions received from your nominee to revoke or change your vote. ‌If I vote in advance, can I still participate in the Annual Meeting? Yes. You are encouraged to vote promptly, by submitting your voting instructions via the internet before or during the Annual Meeting, or by telephone, or by returning your Proxy Card (if you requested a paper copy of our proxy materials), so that your common shares will be represented at the Annual Meeting. However, appointing a proxy or submitting voting instructions does not affect your right to participate in the Annual Meeting and vote your common shares if you are a shareholder of record. ‌What constitutes a quorum and what is the vote required with respect to the proposals to be considered at the Annual Meeting? Under Peoples' Code of Regulations, a quorum is a majority of the voting shares of Peoples then outstanding and entitled to vote at the Annual Meeting. Other than the common shares, there are no voting shares outstanding. Common shares may be voted online during the Annual Meeting or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as being present for purposes of determining the presence of a quorum. There were 35,917,291 common shares outstanding and entitled to vote on February 23, 2026, the record date for the Annual Meeting. A majority of the outstanding common shares, or 17,958,647 common shares, voted by telephone or online before or during the Annual Meeting or represented by proxy, will constitute a quorum. A quorum must exist to conduct business at the Annual Meeting. If a proposal is routine, a broker holding common shares for a beneficial owner in street name may vote on the proposal without receiving instructions from the beneficial owner. If a proposal is non-routine, a broker may vote on the proposal only if the beneficial owner has provided voting instructions. A "broker non-vote" occurs when a broker holding common shares for a beneficial owner is unable to vote on a proposal because the proposal is non-routine and the beneficial owner has not provided any voting instructions. The ratification of the appointment of Peoples' independent registered public accounting firm is the only routine proposal. Each of the other proposals is a non-routine proposal on which a broker may vote only if the beneficial owner has provided voting instructions. 5 2026 Proxy Statement The following table sets forth the votes required, and the impact of abstentions and broker non-votes, if any, on the four proposals: Item Vote Required Impact of Abstentions and Broker Non-Votes, if any Election of Directors Under Ohio law and Peoples' Code of Regulations, the 11 nominees for election as directors of Peoples receiving the greatest number of votes " FOR " their election will be elected as directors of Peoples. Common shares as to which the authority to vote is withheld will be counted for quorum purposes, but will not affect whether a nominee has received sufficient votes to be elected as a director. However, common shares to which the authority to vote is withheld will be treated as a vote against the nominee for the purpose of the majority vote standard provisions in our Corporate Governance Guidelines. Broker non-votes will not count as a vote on the proposal and will not affect the outcome of the vote. Approval of Non-Binding Advisory Resolution to Approve Compensation of Peoples' Named Executive Officers The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to approve the non-binding advisory resolution to approve the compensation of Peoples' named executive officers as disclosed in this Proxy Statement. Abstentions have the same effect as a vote " AGAINST " the proposal. Broker non-votes will not be counted in determining whether the proposal has been approved. Ratification of Appointment of Independent Registered Public Accounting Firm The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to ratify the appointment of Ernst & Young LLP as Peoples' independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions have the same effect as a vote " AGAINST " the proposal. Peoples' policy is to maintain confidentiality with respect to Proxy Cards, ballots, voting instructions submitted electronically and telephonically and voting tabulations that identify individual shareholders. However, exceptions to this policy may be necessary in some instances to comply with applicable legal requirements and, in the case of any contested proxy solicitation, to verify the validity of proxies presented by any person and the results of the voting. Inspectors of election and any employees associated with processing Proxy Cards or ballots, reviewing voting instructions submitted electronically and telephonically and tabulating the vote must acknowledge their responsibility to comply with this policy of confidentiality. ‌Who pays the costs of proxy solicitation? This solicitation of proxies is being made on behalf of the Board. Peoples will pay the costs of soliciting proxies on behalf of the Board, other than the internet access or telephone usage fees, which may be charged to shareholders when voting electronically or by telephone. In addition to mailing the Notice of Internet Availability (or, if applicable, paper copies of the proxy materials) to registered shareholders as of the close of business on February 23, 2026, the brokerage firms, banks and other nominees holding our common shares for beneficial owners of such common shares must provide a notice as to where the beneficial owners can access our proxy materials in order that such common shares may be voted. Solicitation may also be made by directors, officers and employees of Peoples and 6 2026 Proxy Statement our subsidiaries by further mailings, telephone, electronic mail, facsimile, or personal contact. Directors, officers and employees who help us in the solicitation will not be specifically compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Peoples will reimburse its transfer agent, as well as brokerage firms, banks and other nominees, for their reasonable out-of-pocket expenses in forwarding the proxy materials to the beneficial owners. ‌SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of February 23, 2026 (except as otherwise noted), information concerning the beneficial ownership of common shares by the only persons known by Peoples to be the beneficial owners of more than 5% of Peoples' outstanding common shares: Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class (1) BlackRock, Inc. 50 Hudson Yards New York, NY 10001 2,835,787 (2) 7.90% Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 2,412,411 (3) 6.72% The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 1,886,085 (4) 5.25% The "Percent of Class" computation is based on 35,917,291 common shares outstanding and entitled to vote on February 23, 2026. Based on information contained in a Schedule 13G/A, dated January 25, 2024 and filed with the SEC on the same date, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; BlackRock Fund Managers Ltd; BlackRock Asset Management Schweiz AG; and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2023, and, consequently, the beneficial ownership of BlackRock, Inc. may have changed prior to the printing of this Proxy Statement. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 2,752,480 common shares and sole investment power as to 2,835,787 common shares. Based on information contained in a Schedule 13G/A, dated February 14, 2024 and filed with the SEC on February 9, 2024, on behalf of Dimensional Fund Advisors LP, a registered investment adviser, to report its beneficial ownership of common shares of Peoples as of December 29, 2023, and consequently, the beneficial ownership of Dimensional Fund Advisors LP may have changed prior to the printing of this Proxy Statement. The Schedule 13G/A reported that Dimensional Fund Advisors LP had sole voting power as to 2,371,030 common shares and sole investment power as to 2,412,411 common shares, all of which common shares were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP or one of its subsidiaries furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager or sub-adviser. The common shares reported were owned by the investment companies, commingled funds, group trusts and separate accounts. Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported common shares. Based on information contained in a Schedule 13G/A, dated February 13, 2024 and filed with the SEC on the same date, on behalf of The Vanguard Group, to report its beneficial ownership of common shares of Peoples as of December 29, 2023, and consequently, the beneficial ownership of The Vanguard Group may have changed prior to the printing of this Proxy Statement. The Schedule 13G/A reported that The Vanguard Group had shared voting power as to 42,714 common shares, sole investment power as to 1,814,616 common shares, and shared investment power as to 71,469 common shares. 7 2026 Proxy Statement The table below sets forth, as of February 23, 2026, certain information with respect to the common shares beneficially owned by each current director of Peoples (each of whom is also a nominee for election as a director at the Annual Meeting), by each executive officer named in the " SUMMARY COMPENSATION TABLE FOR 2025 " on page 64 and by all current executive officers and directors of Peoples as a group. The table also sets forth additional share interests not reportable as beneficially owned. Amount and Nature of Beneficial Ownership (1) Name of Beneficial Owner Common Shares Presently Held Percent of Class (2) Additional Share Interests (3) Total Share Interests Kathryn M. Bailey (4) 47,826 (5) (6) - 47,826 S. Craig Beam 26,665 (7) (6) - 26,665 David F. Dierker 3,270 (6) 22,264 25,534 Hugh J. Donlon (4) 23,702 (8) (6) - 23,702 W. Glenn Hogan 535,676 (9) 1.49% - 535,676 Brooke W. James 265,759 (10) (6) - 265,759 M. Ryan Kirkham (4) 17,311 (11) (6) - 17,311 Susan D. Rector 25,032 (12) (6) 29,065 54,097 Kevin R. Reeves 13,587 (13) (6) - 13,587 Carol A. Schneeberger 21,204 (14) (6) - 21,204 Frances A. Skinner 7,055 (15) (6) 13,544 20,599 Dwight E. Smith 8,276 (16) (6) 1,728 10,004 Michael N. Vittorio 11,295 (17) (6) - 11,295 Tyler J. Wilcox (4) 67,850 (18) (6) - 67,850 Douglas V. Wyatt (4) 28,960 (19) (6) - 28,960 All current directors and executive officers as a group (numbering 19) 1,189,459 (20) 3.31% 66,601 1,256,060 Unless otherwise indicated in the footnotes to this table, the beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table. All fractional common shares have been rounded down to the nearest whole common share. The mailing address of each of the current executive officers and directors of Peoples is 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738. The "Percent of Class" computation is based on 35,917,291 common shares outstanding and entitled to vote on February 23, 2026. Represents common shares accrued to the bookkeeping accounts of directors participating in the Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the "Deferred Compensation Plan for Directors"). The participating directors have vested ownership interests but do not have voting power or investment power with respect to such common shares, or the right to acquire such common shares within 60 days of February 23, 2026. Executive officer of Peoples during the 2025 fiscal year and named in the " SUMMARY COMPENSATION TABLE FOR 2025 " on page 64. Includes 4,611 common shares held by Kathryn M. Bailey in the Peoples Bancorp Inc. Employee Stock Purchase Plan (the "ESPP"), as to which Ms. Bailey exercises sole voting and investment power. Also includes (i) 9,604 unvested restricted common shares which were granted to Ms. Bailey on June 1, 2023 and will vest as described in footnote (2) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (ii) 5,014 unvested restricted common shares which were granted to Ms. Bailey on February 7, 2024 and will vest as described in footnote (3) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (iii) 3,591 unvested restricted common shares which were granted to Ms. Bailey on February 11, 2025 and will vest as described in footnote (4) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END " 2025; and (iv) 6,319 unvested restricted common shares which were granted to Ms. Bailey on February 13, 2026 with a three-year "cliff-vesting" period and will vest on the third anniversary of the February 13, 2026 grant date, subject to the same vesting conditions applicable to prior grants. Ms. Bailey has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Ms. Bailey at the same time as the underlying restricted common shares vest, if at all. Reflects beneficial ownership of less than 1% of the outstanding common shares. 8 2026 Proxy Statement Includes 11,491 common shares held in an investment account by S. Craig Beam, as to which Mr. Beam exercises sole voting and investment power. Also includes 8,709 common shares held jointly by Mr. Beam and his wife, as to which Mr. Beam exercises shared voting and investment power. Does not include 1,019 common shares held of record and beneficially owned by Mr. Beam's wife, as to which Mr. Beam has no voting or investment power and disclaims beneficial ownership. Includes 1,705 common shares held by Hugh J. Donlon in the ESPP, as to which Mr. Donlon exercises sole voting and investment power. Also includes (i) 7,936 unvested restricted common shares which were granted to Mr. Donlon on October 1, 2023 and will vest as described in footnote (5) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (ii) 4,788 unvested restricted common shares which were granted to Mr. Donlon on February 11, 2025 and will vest as described in footnote (4) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ; and (iii) 9,273 unvested restricted common shares which were granted to Mr. Donlon on February 13, 2026 with a three-year "cliff-vesting" period and will vest on the third anniversary of the February 13, 2026 grant date, subject to the same vesting conditions applicable to prior grants. Mr. Donlon has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Donlon at the same time as the underlying restricted common shares vest, if at all. Includes 531,483 common shares held in an investment account by W. Glenn Hogan, as to which Mr. Hogan exercises sole voting and investment power. Includes 216,682 common shares held in an investment account by Brooke W. James, as to which Ms. James exercises sole voting and investment power and 8,886 common shares held by her daughter, as to which Ms. James exercises sole voting and investment power. Also includes 8,886 common shares held by Ms. James as custodian, as to which Ms. James exercises sole voting and investment power. Includes 743 common shares held by M. Ryan Kirkham in the ESPP, as to which Mr. Kirkham exercises sole voting and investment power. Also includes (i) 3,724 unvested restricted common shares which were granted to Mr. Kirkham on February 7, 2024 and will vest as described in footnote (3) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (ii) 2,244 unvested restricted common shares which were granted to Mr. Kirkham on February 11, 2025 with a three-year "cliff-vesting" period and will vest on the third anniversary of the February 11, 2025 grant date, subject to the same vesting conditions applicable to prior grants; and (iii) 6,446 unvested restricted common shares which were granted to Mr. Kirkham on February 13, 2026 with a three-year "cliff-vesting" period and will vest on the third anniversary of the February 13, 2026 grant date, subject to the same vesting conditions applicable to prior grants. Mr. Kirkham has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Kirkham at the same time as the underlying restricted common shares vest, if at all. Includes 7,283 common shares held in an investment account by Susan D. Rector, as to which Ms. Rector exercises sole voting and investment power. Includes 12,250 common shares held in an investment account by Kevin R. Reeves, as to which Mr. Reeves exercises sole voting and investment power. Includes 37,832 common shares held by Carol A. Schneeberger as co-trustee of a trust account, as to which Ms. Schneeberger exercises shared voting and investment power. Also includes 4,895 shares held in an investment account by Ms. Schneeberger, as to which Ms. Schneeberger exercises sole voting and investment power. Includes 6,987 shares held in various investment accounts by Frances A. Skinner, as to which Ms. Skinner exercises sole voting and investment power. Includes 3,200 shares held in an investment account by Dwight E. Smith, as to which Mr. Smith exercises sole voting and investment power. Includes 2,490 common shares held in an investment account by Michael J. Vittorio, as to which Mr. Vittorio exercises sole voting and investment power. Includes 3,441 common shares held by Tyler J. Wilcox in the ESPP, as to which Mr. Wilcox exercises sole voting and investment power and 6,721 common shares held in an investment account by Mr. Wilcox, as to which Mr. Wilcox exercises sole voting and investment power. Also includes (i) 19,208 unvested restricted common shares which were granted to Mr. Wilcox on June 1, 2023 and will vest as described in footnote (2) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (ii) 5,730 unvested restricted common shares which were granted to Mr. Wilcox on February 7, 2024 and will vest as described in footnote (3) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (iii) 7,758 unvested restricted common shares which were granted to Mr. Wilcox on February 11, 2025 and will vest as described in footnote (4) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" and (iv) 18,762 unvested restricted common shares which were granted to Mr. Wilcox on February 13, 2026 with a three-year "cliff-vesting" period and will vest on the third anniversary of the February 13, 2026 grant date, subject to the same vesting conditions applicable to prior grants. Mr. Wilcox has voting power with respect to all of the reported restricted common shares 9 2026 Proxy Statement and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Wilcox at the same time as the underlying restricted common shares vest, if at all. Includes (i) 4,477 unvested restricted common shares which were granted to Mr. Wyatt on February 7, 2024 and will vest as described in footnote (3) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" (ii) 2,843 unvested restricted common shares which were granted to Mr. Wyatt on February 11, 2025, and will vest as described in footnote (4) to the table under " OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 ;" and (iii) 4,456 unvested restricted common shares which were granted to Mr. Wyatt on February 13, 2026 with a three-year "cliff-vesting" period and will vest on the third anniversary of the February 13, 2026 grant date, subject to the same vesting conditions applicable to prior grants. Mr. Wyatt has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Wyatt at the same time as the underlying restricted common shares vest, if at all. Includes common shares held jointly by current directors and executive officers with other persons. See notes (5) and (7) through (19) above. ‌DELINQUENT SECTION 16(a) REPORTS (Section 16(a) Beneficial Ownership Reporting Compliance) Section 16(a) of the Exchange Act requires that Peoples' directors and executive officers, and any persons beneficially owning more than 10 percent of Peoples' outstanding common shares, file statements (also referred to as reports) with the SEC reporting their initial beneficial ownership of common shares and any subsequent changes in their beneficial ownership. Peoples is required to disclose in this Proxy Statement any late reports, if any reports were not filed within the time periods mandated by the SEC. Based solely on Peoples' review of (i) Section 16(a) reports filed electronically with the SEC on behalf of these persons for their transactions during Peoples' 2025 fiscal year and (ii) written representations received from these persons that no other Section 16(a) reports were required to be filed by them for transactions during Peoples' 2025 fiscal year (including no Form 5), Peoples believes that all Section 16(a) filing requirements applicable to Peoples' executive officers and directors, and persons holding more than 10 percent of Peoples' outstanding common shares, were complied with, except that W. Glenn Hogan, a Peoples director, filed late a Form 4 reporting the purchase of 1,000 common shares, which occurred October 30, 2025, and was reported on November 4, 2025. ‌TRANSACTIONS WITH RELATED PERSONS During the 2025 fiscal year, Peoples Bank entered into banking transactions (including deposit, trust or other banking services and/or loans and loan commitments) with certain executive officers and directors of Peoples, with members of their respective immediate families and with corporations or organizations as to which directors of Peoples serve as executive officers or beneficially own more than 10% of the equity securities. It is expected that similar banking transactions will be entered into in the future. Any loans to these persons (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates charged and collateral required, as those prevailing at the time for comparable loans with persons not related to Peoples or Peoples Bank, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features to Peoples or Peoples Bank. As of the date of this Proxy Statement, none of the loans described in this paragraph are or would be disclosed as past due, nonaccrual or modified for borrowers experiencing financial difficulty in Peoples' consolidated financial statements and each loan was performing in accordance with its original terms. The loans described in the immediately preceding paragraph were subject to Peoples Bank's written policies, procedures and standard underwriting criteria applicable to loans generally, and were made in accordance with the Federal Reserve Board's Regulation O ("Regulation O") requiring loans to executive officers and directors of Peoples Bank in excess of $500,000 to be approved by the full Board of Directors of Peoples Bank. 10 2026 Proxy Statement The Board has adopted the Peoples Bancorp Inc. Related Person Transaction Policy (the "Related Person Transaction Policy"), a copy of which is posted under the "Governance - Governance Documents" tab on the "Investor Relations" page of Peoples' website at https://www.peoplesbancorp.com . The purpose of the Related Person Transaction Policy is to set forth the guidelines and procedures under which certain related person transactions must be reviewed and approved or ratified by the Audit Committee, as appropriate. A "related person transaction" is any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which: (1) Peoples or one of our subsidiaries was, is or will be a party or participant, or had, has or will have a direct or indirect interest; (2) the amount involved exceeds or is expected to exceed $120,000, or if the limitations prescribed by Regulation O apply, such lesser amount, if any, as may be prescribed by Regulation O; and (3) a related person had, has or will have a direct or indirect interest. A "related person" is a person who is or was an executive officer, a director, or a nominee for election as a director at any time since the beginning of Peoples' last fiscal year or a five percent shareholder of Peoples at the time of the occurrence or at any time during the existence of the transaction, and their respective immediate family members. Related person transactions deemed pre-approved or ratified, as appropriate, include: any transaction where the related person's interest arises solely from the ownership of common shares if all shareholders receive the same benefit on a pro rata basis; any transaction involving compensation to an executive officer of Peoples if the executive officer is not an immediate family member of another executive officer or of a director of Peoples and the compensation has been approved, or recommended to the Board for approval, by the Compensation Committee; any transaction involving compensation to Peoples' directors if the compensation is required to be reported pursuant to Item 402(k) of SEC Regulation S-K; any extension of credit by Peoples Bank to an immediate family member of a related person, or extension of credit in respect of which an immediate family member of a related person has an interest, if the extension of credit is not subject to Regulation O and meets certain terms specified in the Related Person Transaction Policy; any transaction where the related person's interest derives solely from the related person's position as a director of another corporation or organization that is a party to the transaction; any transaction where the related person's interest derives solely from the related person's direct or indirect ownership of less than 10% of the equity interest in another person (other than a partnership) which is a party to the transaction or ownership of a limited partner interest of less than 10% of the partnership and the related person is not a general partner and does not hold another position in the partnership, with the determination of whether the ownership threshold is exceeded made in accordance with the terms of the Related Person Transaction Policy; any transaction involving a related person where the rates or charges involved in the transaction are determined by competitive bids; and any transaction with a related person involving services by Peoples Bank as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services provided in the ordinary course of the business of Peoples Bank and on substantially the same terms as then prevailing for comparable services provided to persons not related to Peoples Bank. Under the Related Person Transaction Policy, all related person transactions not otherwise pre-approved are referred to the Audit Committee for review and approval or disapproval. The Audit Committee may approve or ratify a related person transaction only if the Audit Committee determines that, under all of the circumstances, the related person transaction is in the best interest of Peoples and our subsidiaries. In making this determination, the Audit Committee will review and consider all information available to it, which the Audit Committee deems relevant, including: the related person's interest in the transaction; the approximate dollar value of the amount involved in the transaction; the approximate dollar value of the amount of the related person's interest in the transaction computed without regard to the amount of any profit or loss; 11 2026 Proxy Statement ‌whether the transaction was undertaken in the ordinary course of business of Peoples or the applicable subsidiary of Peoples; whether the transaction is on terms no less favorable to Peoples or the applicable subsidiary of Peoples than terms that could have been reached with an unrelated third party; the purpose of, and the potential benefits to Peoples or the applicable subsidiary of Peoples of, the transaction; the impact of the transaction on the related person's independence; and any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. ‌CORPORATE GOVERNANCE AND BOARD MATTERS ‌Independence of Directors The rules (the "Nasdaq Rules") of The Nasdaq Stock Market ("Nasdaq") require that a majority of the members of the Board be independent directors. The definition of an independent director for purposes of the Nasdaq Rules includes a series of objective criteria, which the Board has used in determining whether its members are independent. Peoples is led by Tyler J. Wilcox, who serves as President and Chief Executive Officer and as a director, and Susan D. Rector, an independent director who serves as non-executive Chairman of the Board, a position she has held since October 2020. The Board is comprised of Mr. Wilcox and 10 non-management directors, all of whom are independent as of the date of this Proxy Statement. Peoples believes that the independent directors provide objective oversight of management performance as a key component of efficient corporate governance and overall risk management. At this time, the Board has determined that the most effective leadership structure for Peoples is for a different person to serve as each of the Chief Executive Officer and the Chairman of the Board, coupled with independent chairs of each of the Audit Committee, the Compensation Committee, the Governance and Nominating Committee and the Risk Committee. The Board regularly deliberates and discusses what it believes is the appropriate leadership structure based upon the needs of Peoples in order to provide effective oversight of management. In addition to considering the objective criteria, as required by the Nasdaq Rules, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with such individual's exercise of independent judgment in carrying out the responsibilities of a director. In making these independence determinations, the Board has reviewed, considered and discussed each director's business and personal relationships, both direct and indirect, if any, with Peoples and our subsidiaries, and the compensation and other payments each director and such director's immediate family members have, both directly and indirectly, received from or made to Peoples and our subsidiaries and presently expect to receive from or make to Peoples and our subsidiaries. Based on that review, consideration and discussion, the Board has determined that at least a majority of its members qualify as independent directors. The Board has further determined that each of the following current directors has no financial or personal ties, either directly or indirectly, with Peoples or our subsidiaries (other than compensation received in the individual's capacity as a director of Peoples and our subsidiaries, non-preferential banking relationships in the ordinary course of business with Peoples Bank and ownership of common shares of Peoples as described in this Proxy Statement) and thus qualifies as independent: S. Craig Beam; David F. Dierker; W. Glenn Hogan; Brooke W. James; Susan D. Rector; Kevin R. Reeves; Carol A. Schneeberger; Frances A. Skinner; Dwight E. Smith; and Michael N. Vittorio. ‌Tyler J. Wilcox does not qualify as an independent director because he serves as an executive officer of Peoples and Peoples Bank. Executive Sessions In accordance with applicable Nasdaq Rules, the independent directors were given the opportunity to meet in executive session during each meeting of the Board and at such other times as the independent directors deemed necessary. Each executive session is presided over by the Chairman of the Board. 12 2026 Proxy Statement Meetings of the Board and Attendance at Annual Meetings of Shareholders The Board held 11 meetings during the 2025 fiscal year. Each incumbent director attended 96% or more of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which he or she served, in each case during his or her period of service during the 2025 fiscal year. Peoples encourages all director nominees to attend each annual meeting of shareholders. All of the then incumbent directors participated in Peoples' last annual meeting of shareholders held virtually on April 24, 2025. ‌Environmental, Social and Governance Matters Our vision at Peoples is to be the "Best Community Bank in America." We are committed to conducting our business in a way that ensures that Peoples will be around for many years to come. When it comes to environmental, social and governance ("ESG") matters, our actions are guided by our core values represented by the Promise Circle, which embodies how we do business and our never-ending pursuit of creating value for our employees (or as we also often refer to them, "our associates"), our communities, our clients and our shareholders. Being true to these core values in the decisions we make and in our business practices is essential to driving sustainable long-term growth. The Board's Governance and Nominating Committee provides oversight of Peoples' practices and reporting with respect to ESG matters, and the Board's Risk Committee is responsible for oversight of ESG-related risks. Our executive leadership team is tasked with setting strategy and driving progress in our ESG initiatives. We believe in focusing our efforts where we can have the most impact. Consequently, our ESG areas of focus are organized around our associates, our local communities, our clients and our shareholders. By relentlessly pursuing the creation of value for all four, we will ensure the sustainability of our business for many years to come. 13 2026 Proxy Statement American Banker "Best Banks to Work For" for five consecutive years (2025, 2024, 2023, 2022 and 2021) "Top Workplaces in the USA" for four consecutive years (2025, 2024, 2023 and 2022) Commitment to culture of diversity and inclusion Comprehensive and competitive compensation and benefits package, including $15/hour minimum wage Scholarship program for children of our associates, offering four scholarships per year Over $2 million contributed in 2025 in donations and sponsorships to local community organizations by Peoples Bank and Peoples Bank Foundation Each associate provided 8 hours of paid time off to be used for community service Associates have contributed over $875,000 from their own pockets to local area food banks since April 2020 Forbes America's Best-In-State Banks 2025 Multiple regional "Best of Best" awards by local newspapers Culture of only delivering to clients what they want and need - not pushing products Effective Risk Committee and risk management framework Strong dedication to information security and data privacy Pay-for-performance alignment Executive Incentive Compensation Clawback Policy Commitment to a fair, ethical and responsible corporate governance program 91% of Board comprised of independent directors as of February 23, 2026 55% of Board is diverse in terms of gender or race/ethnicity as of February 23, 2026 Directors elected annually to be more responsive to shareholders Furthermore, at Peoples, our culture places a very high importance on our operating model and investment rationale: Unique community banking model Strong, diverse businesses earning non-interest income Capacity to grow our franchise Commitment to disciplined execution Attractive dividend opportunity In 2026 and beyond, we are committed to continuing to conduct our business in a manner that aligns with our values, our ESG areas of focus, and our investment rationale. ‌Associates Colleagues We are devoted to fostering the physical and mental well-being of our workforce and are proud to have been recognized by American Banker as one of the top 90 banks to work for in the United States in 2021, 2022, 2023, 2024 and 2025. We provide a comprehensive and competitive benefits package that supports the health and financial wellness of our people. Some common benefits offered to our associates include the following: Medical, dental and vision benefits for associates and their spouses and dependents Flexible spending and health savings accounts for both healthcare and dependent care 14 2026 Proxy Statement Wellness program with incentives for participants who meet certain criteria Company-paid life insurance for associates Short-term and long-term disability insurance for associates Paid time off for full-time and part-time associates Paid parental leave 401(k) retirement savings program with company matching contributions of up to 6% Employee stock purchase program allowing for the purchase of Peoples common shares at a 15% discount Student loan pay down program that pays up to $200 per month towards the associate's student loan Tuition assistance program for associates Scholarship program for children of our associates, for college, community college or trade school Associate hardship and disaster relief fund to provide financial support to associates in need Employee Assistance Program providing free counseling services We are also committed to pay equity, and we regularly review our compensation model to ensure fair and inclusive pay practices across our businesses. We continue to invest in our workforce and highlights include establishing a company-wide minimum wage of $15 per hour, adding parental leave, and 100% pay while on maternity leave. We provide educational offerings to colleagues believed to be suited for leadership roles within Peoples. We survey our associates to gauge their satisfaction and to solicit feedback, and management thoroughly reviews the results. Management addresses issues raised by surveys in a timely manner and provides regular progress updates as the survey results are used to continually improve the workplace for associates. This year we expanded our medical plan offerings in response to feedback received from associates. In 2024, we launched the "PEBO Closet" where associates can donate and take used clothing items and have since it expanded it to four locations across our footprint. We also offer a total of four annual scholarships to children of associates - two with a focus on technical or trade training and two for a two-year or four-year degree. In addition, the Peoples Professional Development Associate Program provides a unique opportunity for recent college graduates to immerse themselves in the financial industry and gain valuable real-world experience. Our focus on the well-being of our associates and on having a first-class workplace resulted in Peoples being named by Newsweek as one of America's Greatest Workplaces for Mental Wellbeing in 2024 and 2025 and as one of America's Greatest Workplaces for Women in 2025. Peoples has also been acknowledged in many of the geographical areas in its footprint, being named "Top Workplace" by The Plain Dealer and Cleveland.com, its sixth such award in the last seven years. Peoples was also named a Top Workplace by the Cincinnati Enquirer and Cincinnati.com for 2025, for the third year in a row. Peoples was recognized as a Top Workplace in Greater Louisville in 2025 by the Louisville Courier-Journal for the second year in a row, and as a Top Workplace 2025 in Greater Columbus by Columbus CEO, also for the second year in a row. Diversity & Inclusion We are committed to providing equal employment opportunities for training, compensation, transfer, promotion and other aspects of employment for all qualified applicants and associates without regard to sex, race, color, religion, national origin, age, disability, sexual orientation or veteran status. A diverse and inclusive workplace begins with our core value of "Respect for All" - treating all associates and clients with respect. Our goal is to attract, retain and develop a workforce that is diverse in background, knowledge, skill and experience. As of December 31, 2025, women represented 71% of Peoples' workforce. ‌Communities At Peoples, we continually strive to use our knowledge, talents and resources to improve the quality of life in our communities. We are committed to making a positive and meaningful difference in the neighborhoods where we work and live. Therefore, we measure success not only in financial terms, but also in our ongoing actions such as 15 2026 Proxy Statement fundraising efforts, educational sponsorship, community development, food drives, and partnerships with local colleges and universities. Our charitable giving occurs in two distinct areas - financial contributions and volunteerism - both of which are of equal importance and emphasis within our organization. Financial Contributions Peoples and our foundation, Peoples Bank Foundation, Inc. (the "Foundation"), collectively contributed over $2 million in 2025 in sponsorships and donations to charitable causes and organizations within the communities we serve. Contributions were made in the areas of economic development, youth and education, human services for low to moderate income individuals, arts and culture, and environmental stewardship. Specifically, the Foundation awarded approximately $750,000 in grants and scholarships to nonprofit organizations and local students in 2025. Peoples Bank also made several donations in 2025, including $250,000 to Memorial Health Systems for a new Women and Children's Hospital and $25,000 to Sisters Health Foundation. The Foundation also partnered with Washington State College of Ohio to open the "Peoples Bank Foundation Student Market" and made a $50,000 pledge toward the project, with $25,000 being donated in 2025 to complete the pledge. Peoples Bank's commitment to arts & culture includes a multiyear agreement with the Peoples Bank Theatre in Marietta, Ohio, and Mountain Arts Center in Prestonsburg, Kentucky. Both theaters are nonprofits benefiting Appalachian communities. Since 2020, we are extremely proud that our associates have donated over $875,000 of their personal funds to local area food banks. In total, the Foundation awarded over 200 grants across eight states and Washington, D.C. in 2025. Since its inception in 2003, the Foundation has awarded over $8 million in grants and scholarships. Volunteerism Peoples associates are encouraged to volunteer in their communities. We provide every associate with eight hours of paid time off to use for community service each year. Peoples Bank is proud to be able to support many events and organizations across our footprint including youth sports and education programs, as well as community development organizations. There are Peoples associates with backgrounds in residential lending involved with affordable housing nonprofit boards, and there are Peoples associates serving as treasurers on local food banks and pantries that serve multiple states. Our associates regularly volunteer their time with local United Way organizations and serve on boards of other local nonprofit institutions. In 2022, 2023, 2024 and 2025, we partnered with Cristo Rey High School in Columbus, Ohio, to provide internships to low-income high school students. Supporting our communities is core to our mission, and we will continue to partner with, and strengthen our relationships with, organizations that share our values. Environmental ly Friend ly and Sustainable Business Practices We strive to operate our business in a sustainable manner and to be good stewards of the environment. With a view to increasing efficiency and reducing waste, we are continuing to digitize manual back office and financial center functions. We also offer digital delivery of banking services and electronic bank statements to reduce the amount of paper used in our business. In addition, we employ recycling collection bins for aluminum, plastic and paper, and we recycle toner cartridges and electronic equipment. During branch renovations in 2025, we donated approximately 150 pieces of furniture to nonprofit and other organizations rather than sending these items to the landfill. We upgraded parking lot lights from high energy to LED in seven locations in 2025, and Peoples is at approximately 85% full LED lighting at all of its locations. In 2025, Peoples continued its purchase of renewable energy production for a majority of its Ohio locations. Peoples also purchased an Advanced Manufacturing (IRS Section 45x) credit related to the production of solar energy components in 2025. Going forward, we will continue to focus on reducing paper usage through digitization, waste reduction and energy and resource efficiency in our facilities. ‌Clients One of our core values is Clients First. This means doing what is in the best interest and meets the needs of the client, and not pushing products. We are committed to meeting the financial needs of those in the communities we serve, including all low and moderate income and minority areas within our communities. We have consumer lending products such as our Dreams2Keys program, which helps borrowers in a low to moderate income census tract or located in a majority-minority census tract gain homeownership. We offer many ways to avoid the maintenance fee on our checking and savings products. Peoples Bank closed 535 small business loans totaling $90.4 million in 2025. 16 2026 Proxy Statement Meeting the needs of our clients also means providing excellent service and timely resolution of any issues or questions they raise. To that end, we established a Client Experience position in 2023 to streamline customer complaint management and resolution and to drive the implementation of client-focused improvements. We also made a significant investment in 2023, 2024 and 2025 in the implementation of Salesforce customer relationship management (CRM) software, enabling us to better connect with and serve our clients. In addition, in early 2024, we created an internal call center to support our client-facing associates in delivering timely and effective assistance to our clients. Since its inception, we have added three additional positions to create a Client Experience team, to further enhance capacity and responsiveness to our clients. In 2025, Peoples received many accolades for how we take care of our clients. The following are a few notable examples: Recognized by Forbes as one of America's Best-In-State Banks 2025 Finished in the top 25% in the United States in terms of SBA 7(a) approved loans Lastly, security of client information is always a top priority for Peoples, and we have established strong governance measures to protect the privacy and security of client information to ensure compliance with all privacy and cybersecurity laws and regulations through physical, electronic and procedural safeguards. We evaluate our cybersecurity readiness through internal reviews and external audits, as well as through regulatory oversight by the Federal Reserve Bank of Cleveland and the Ohio Department of Commerce - Division of Financial Institutions. ‌Shareholders We believe that strong governance and sustainability oversight is essential to providing long-term value for our shareholders. In 2025, our stock dividend yield and stock payout ratio remained competitive as compared to our peers. Our corporate governance program provides a foundation for operating our business in a manner that is fair, ethical and responsible. Our Corporate Governance Guidelines reflect our Board's commitment to sound and effective governance and serve as a framework for the governance of our company. Our Code of Ethics outlines our principles that help each of us make the right decisions when conducting business. Over 90% of our directors are independent, which allows for our Board to provide objective oversight of management performance and overall risk management. Our Board is also diverse, with 55% of directors being diverse in terms of gender or race/ethnicity as of February 23, 2026. Our leadership structure consists of a different person serving as each of the Chief Executive Officer and non-executive Chairman of the Board, with the Chairman of the Board being an independent director. We believe this leadership structure allows the Board to provide effective oversight of management. Peoples utilizes a comprehensive enterprise risk management framework to identify, assess, measure, monitor, report and control risks throughout the company, including ESG related risks. The Risk Committee is comprised of all the independent directors of the Board, in addition to Peoples' Chief Executive Officer ("CEO"), and is responsible for oversight of our risk management processes. Our management level risk committee, which consists of senior leaders at Peoples and reports directly to the Risk Committee, develops and recommends our risk appetite for approval by the Risk Committee, monitors key risk indicators and assesses and monitors current and emerging risks. Peoples' Chief Risk Officer oversees our enterprise risk management framework and reports directly to the Risk Committee and administratively to our CEO. We believe our compensation programs and philosophy are appropriately designed to reward performance, protect the interests of our shareholders, and provide appropriate incentives to executive management, while not encouraging excessive risk taking. We believe that tying compensation to the results achieved is vital to the long-term sustainability of Peoples. For more on our executive compensation practices, see " EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS " beginning on page 41 of this Proxy Statement. While we are pleased to share our ESG story, we do, however, remain conscious of the need to continuously improve our ability to create value for our associates, our communities, our clients and our shareholders. Doing so is essential to achieving our goal of being the "Best Community Bank in America." In 2026 and beyond, we will remain vigilant to 17 2026 Proxy Statement maintain rigorous ESG standards, enhance our sustainability efforts and focus on implementing a best-in-class program. For more information on our ESG areas of focus, please visit our corporate website: https://www.peoplesbancorp.com/about-us/about-peoples/environmental-social-and-governance-esg/ ‌Majority Vote Standard We have adopted provisions in our Corporate Governance Guidelines providing that, in an election where the only nominees are those recommended by the Board, any nominee for election as a director who receives a greater number of votes "against" his or her election than votes "for" his or her election (a "Majority Withheld Vote") is to promptly tender his or her resignation to the Chairman of the Board following certification of the shareholder vote. The Governance and Nominating Committee will promptly consider the tendered resignation and will recommend to the full Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders' meeting at which the election occurred (the "Shareholder Meeting Date"). In considering whether to accept or reject the tendered resignation, the Governance and Nominating Committee will consider factors deemed relevant by the Governance and Nominating Committee members, including, without limitation, the director's length of service, the director's particular qualifications and contributions to Peoples, the reasons underlying the Majority Withheld Vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and our Corporate Governance Guidelines. The Board will act on the Governance and Nominating Committee's recommendation no later than 90 days following the Shareholder Meeting Date. In considering the Governance and Nominating Committee's recommendation, the Board will consider the factors considered by the Governance and Nominating Committee and such additional information and factors the Board believes to be relevant. Following the Board's decision on the Governance and Nominating Committee's recommendation, Peoples will promptly disclose publicly the Board's decision whether to accept the resignation as tendered (providing an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a Current Report on Form 8-K filed with the SEC. If one or more directors' resignations are accepted by the Board, the Governance and Nominating Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board. Any director who tenders his or her resignation pursuant to the Majority Withheld Vote provision is not to participate in the Governance and Nominating Committee recommendation, or the Board consideration, regarding whether to accept or reject the tendered resignation. If a majority of the members of the Governance and Nominating Committee were to receive a Majority Withheld Vote at the same election, then the independent directors who are then members of the Board and did not receive a Majority Withheld Vote will automatically be appointed to a special Board committee solely for the purpose of considering the tendered resignations and will recommend to the Board whether to accept or reject the tendered resignations. ‌Shareholder Communications with the Board Any communication to the Board or to individual directors may be mailed, in care of Peoples' Corporate Secretary, to Peoples' headquarters in Marietta, Ohio, and the mailing envelope must contain a clear notation indicating that the enclosed correspondence is a "Shareholder-Board Communication" or a "Shareholder-Director Communication" as appropriate. All such communications must identify the author as a shareholder of Peoples and clearly state whether the intended recipients are all members of the Board or certain specified individual directors. The Corporate Secretary will make copies of all such communications and circulate them to the appropriate director or directors without any screening. Any correspondence marked "personal and confidential" will be delivered by the Corporate Secretary to the intended recipient(s) without opening. ‌Nominating Procedures Peoples has a standing Governance and Nominating Committee that has the responsibility to identify and recommend to the full Board individuals qualified to become directors. Each candidate must satisfy the eligibility requirements set forth in Peoples' Code of Regulations. To be eligible for election as a director, an individual must be a shareholder of Peoples. Peoples' Corporate Governance Guidelines require that each director establish a financial stake in Peoples by developing a meaningful ownership position in Peoples over time as is appropriate given the 18 2026 Proxy Statement director's personal financial circumstances. However, within five years after the date of his or her initial election to the Board, each director must own common shares of Peoples having a market value equal to at least three times the annual base director retainer. Beyond the above qualifications, the Governance and Nominating Committee will consider such factors as it deems appropriate in evaluating potential individuals for Board membership, including a consideration of the individual's contribution to the diversity of the Board. When considering potential candidates for the Board, the Governance and Nominating Committee strives to assure that the composition of the Board, as well as its practices and operation, contribute to value creation and to the effective representation of Peoples' shareholders. In considering candidates for the Board, the Governance and Nominating Committee evaluates the entirety of each candidate's credentials. The Governance and Nominating Committee believes that all members of the Board should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of interest that would interfere with performance as a director. When identifying nominees to serve as directors, the Governance and Nominating Committee will consider candidates in light of Peoples' strategic plan and the current composition and needs of the Board. Factors that will be given weight in the consideration may include diversity in business and professional experience, skills, gender, ethnic background, as well as experience and/or residence in Peoples' diverse market areas. Each of these factors will be considered in order to provide the greatest benefit to the shareholders of Peoples by selecting directors with the most exemplary credentials relative to Peoples' business and markets. As shown in the director biographical information included in the section captioned " PROPOSAL NUMBER 1: ELECTION OF DIRECTORS - Nominees ," our directors represent a well-rounded variety of experience, background, knowledge and skills. The Board also gains from directors having a range of tenures as this provides continuity and experience as well as fresh perspective. The average tenure of our director nominees is seven years. The director nominees range in age from 47 to 74 years. Because of the importance placed on the directors' business and professional experience and skills, a director who changes his or her principal occupation from that held when elected to the Board is expected to volunteer to resign from the Board. Although Peoples does not believe that it will be necessary in every instance that a director who makes such a change should leave the Board, the Governance and Nominating Committee is afforded the opportunity to review the appropriateness of continued Board service under the new circumstances and make a recommendation to the full Board. If a loan from Peoples Bank to a director or to an entity controlled by a director becomes categorized as special mention, substandard or doubtful, such director must promptly resign from the Board. A director must advise the Chairman of the Board and the Chair of the Governance and Nominating Committee in advance of accepting an invitation to serve as a director of another public company. The Governance and Nominating Committee will then review whether such other board membership may unduly impact the ability of the director to fulfill his or her responsibilities as a director of Peoples and, if so, must make a recommendation to the full Board. Generally, the Board believes that a director of Peoples should not serve on more than three public company boards of directors (including Peoples' Board). The Governance and Nominating Committee considers candidates for the Board from any reasonable source, including shareholder recommendations, and does not evaluate candidates differently based on who has made the recommendation. The Governance and Nominating Committee has the authority under its charter to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating director candidates. Shareholders may recommend director candidates for consideration by the Governance and Nominating Committee by writing to the Corporate Secretary of Peoples at Peoples' executive offices in Marietta, Ohio. Such recommendation must provide the candidate's name, age, business address, residence address, principal occupation or employment, and number of common shares beneficially owned. The recommendation must also describe the qualifications, attributes, skills and/or other qualities of the recommended director candidate. A written statement from the candidate consenting to be named as a director candidate and, if nominated and elected, to serve as a director must accompany any such recommendation. Shareholders who wish to nominate an individual for election as a director at an annual meeting of the shareholders of Peoples must comply with the provisions of Peoples' Code of Regulations regarding shareholder nominations. Shareholder nominations must be made in writing and delivered or mailed to the Corporate Secretary of Peoples not 19 2026 Proxy Statement ‌less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors. However, if less than 21 days' notice of the meeting is given to the shareholders, the nomination must be mailed or delivered to the Corporate Secretary no later than the close of business on the seventh day following the day on which the notice of the meeting was mailed to the shareholders. Nominations for the 2026 Annual Meeting must be received by April 9, 2026. Each nomination must contain the following information to the extent known by the nominating shareholder: the name, age, business address and residence address of each proposed nominee; the principal occupation or employment of each proposed nominee; the number of shares of capital stock of Peoples beneficially owned by each proposed nominee and by the nominating shareholder; and any other information required to be disclosed with respect to a nominee for election as a director under the SEC's proxy rules. Each nomination must be accompanied by the written consent of the proposed nominee to serve as a director of Peoples if elected. Nominations not made in accordance with the above requirements and Peoples' Code of Regulations will not be considered. In addition, in order to comply with the universal proxy rules, shareholders who intend to solicit proxies for the 2027 Annual Meeting in support of director nominees other than the Peoples Board's nominees must provide notice to Peoples that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no later than February 22, 2027. ‌Insider Trading Policy Peoples has adopted insider trading policies and procedures applicable to our directors, officers and employees, and has implemented processes (including a pre-clearance process administered by Peoples' General Counsel) that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, including applicable Nasdaq listing standards. Our Insider Trading Policy prohibits engaging in transactions in securities of Peoples while in possession of material nonpublic information about Peoples and also prohibits trading on material nonpublic information regarding any other company learned in the course of working for Peoples or its subsidiaries. Our Insider Trading Policy also prohibits our employees from disclosing material, nonpublic information of Peoples, or another publicly traded company, to others who may trade on the basis of that information. Our Insider Trading Policy requires that directors and executive officers of Peoples only transact in securities of the Corporation during an open window period, subject to limited exceptions. Peoples' Insider Trading Policy prohibits all directors, officers and employees, including our executive officers, from engaging in certain hedging transactions related to securities of Peoples held by them, including the purchase of securities of Peoples on margin, buying or selling puts or calls, trading securities of Peoples on a short-term basis, and pledging securities of Peoples as a collateral for a loan or other financial obligation. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to the our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as under the "Governance - Governance Documents" tab on the "Investor Relations" page of the Peoples' website at https://www.peoplesbancorp.com . ‌PROPOSAL NUMBER 1: ELECTION OF DIRECTORS As of the date of this Proxy Statement, there were 11 members of the Board. Each of the 11 current directors will be standing for re-election at the Annual Meeting for a one-year term expiring at the 2027 Annual Meeting. 20 2026 Proxy Statement Recommendation and Vote Required The Board proposes that each of the nominees identified below be re-elected for a new one-year term and until the nominee's successor is duly elected and qualified, or until the nominee's earlier resignation, removal from office or death. The Governance and Nominating Committee recommended each nominee for re-election. Peoples' Code of Regulations provides that the nominees for election as directors receiving the greatest number of votes " FOR " election as a director of Peoples will be elected. Except in the case of broker non-votes, common shares represented by properly-authenticated internet or telephone voting instructions, that are submitted prior to the deadline for doing so, or by properly-executed and returned Proxy Cards, that are received prior to the deadline for such receipt, will be voted as specified or, if no instructions are given, " FOR " the election of the Board's nominees. Common shares as to which the authority to vote is withheld will not be counted toward the election of directors, or toward the election of the individual nominees specified on the Proxy Card and in the voting instructions. However, common shares as to which the authority to vote is withheld will be treated as a vote against the nominee for the purpose of the majority vote standard provisions in our Corporate Governance Guidelines. Broker non-votes will not be counted toward the election of directors, toward the election of the individual nominees specified on the Proxy Card and in the voting instructions, or for purposes of the majority vote standard provisions. THE BOARD UNANIMOUSLY RECOMMENDS THAT PEOPLES' SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES LISTED BELOW. ‌Nominees The following table gives certain information, as of the date of this Proxy Statement, concerning each nominee for re-election as a director of Peoples. Unless otherwise indicated, each individual has had the same principal occupation for more than five years. Each individual also serves as a director of Peoples Bank. S. Craig Beam Age: 74 Director Continuously Since: 2015 Co-Owner of Thorobeam Farm, LLC, a thoroughbred horse business headquartered in Sabina, Ohio, since 2006, and private investor since his retirement in 1999. Mr. Beam sold his sand, gravel and stone production business in 1999 after 28 years of ownership and operation. He was a member of the Board of Directors of NB&T Financial Group, Inc., a bank holding company headquartered in Wilmington, Ohio ("NB&T"), from 1990 until March 6, 2015, when NB&T merged into Peoples. During that time, he served on and chaired both NB&T's Compensation Committee and NB&T's Nominating and Corporate Governance Committee. Mr. Beam was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement between Peoples and NB&T. Mr. Beam brings to the Board many years of experience as a board member of a publicly-traded bank holding company and an in-depth knowledge of the southwest Ohio markets served by Peoples. 21 2026 Proxy Statement

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